TCR_Public/111209.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 9, 2011, Vol. 15, No. 341

                            Headlines

261 EAST: Commercial Property on East 78th in Manhattan Files
ACADIA HEALTHCARE: S&P Assigns 'B' Corporate Credit Rating
ACL HOLDINGS: American Laser Files for Sale to Versa Capital
ALTER COMMUNICATIONS: Baltimore Jewish Times Has New Investors
AMERICAN AIRLINES: Passenger Service Agents Call for Union

AMERICAN AIRLINES: Proposes to Set 503(b)(9) Claims Process
AMERICAN AIRLINES: Grants Admin. Status to Vendors
AMERICAN AIRLINES: Wins OK to Perform Under Derivative Contracts
AMERICAN AIRLINES: Bankruptcy Could Lead to More Mergers
AMERICAN AIRLINES: Pilots Union to Hire Lazard for Labor Talks

ATLANTIC & PACIFIC: Has Plan Financing Nod, Formal Union Deals
ATRINSIC INC: Defaults Under $5.8MM Secured Convertible Notes
B.R. SUMMERLIN: Bankr. Court Confirms Reorganization Plan
BANCO BILBAO: S&P Lowers Issuer Credit Rating to 'BB+'
BAOSHINN CORP: Reports $62,900 Net Income in Third Quarter

BERNARD L. MADOFF: Judge Rakoff to Rule on Claims Computation
BERNARD L. MADOFF: Dist. Judge Affirms Bar of Suit vs. Kin
BERTHEL GROWTH: Unit Transfers All Interest in Futurematrix
BING CONSTRUCTION: Bankr. Court Affirms Contract Rejection Order
BORDERS GROUP: Kobo Sale to Fetch $32MM; Court Seals Documents

BRIGHAM EXPLORATION: Fargo Extends Tender Offer to Dec. 7
CAJA DE AHORROS: Sabadell to Buy Bank in Assisted Deal
CAMARILLO PLAZA: Wants to Use Shopping Center Revenues
CANO PETROLEUM: Clint Carlson Discloses 6.3% Equity Stake
CATASYS INC: Terren Peizer Discloses 53.4% Equity Stake

CATASYS INC: Issues $2.2MM Secured Convertible Notes to Socius
CDC CORP: Seeks Approval to Employ Moelis as Financial Advisor
CENTURION PROPERTIES: To Seek Plan Confirmation at Dec. 15 Hearing
CITIZENS CORP: Tennessee Commerce Seeks Trustee
CLARE OAKS: Ill. Retirement Community Files for Chapter 11

CLEARWIRE CORP: Chesapeake Owns 5.4% of Class A Shares
CONTESSA PREMIUM: To Seek Confirmation of Plan at Dec. 15 Hearing
CYBERDEFENDER CORP: Amends Form S-1 Registration Statement
DE TECHNOLOGIES: Files for Chapter 11 Bankruptcy
DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Ratings

DIGITILITI INC: J. Scheetz Resigns as Interim President and CEO
DIVERSEY HOLDINGS: S&P Raises Corporate Credit Rating to 'BB'
DYNEGY INC: Units To Exit In 2012 Under Leverage Load
DYNEGY INC: Amends Articles of Incorporation & Code of Ethics
EASTERN/505: Sec. 341 Creditors' Meeting Set for Jan. 12

EVERGREEN SOLAR: Completes Sale of Claims Against Lehman
FIDELITY NATIONAL: S&P Affirms 'BB' Corporate Credit Rating
FILENE'S BASEMENT: Syms Cancels Fifth Avenue Lease, Pays $2.6MM
FILENE'S BASEMENT: Committee Taps Hahn & Hessen as Co-Counsel
FILENE'S BASEMENT: Syms Bows to Concern of Unit's Insolvency

FIRST NIAGARA: Fitch Expects to Rate Preferred Stock at 'B+'
FIRST SECURITY: Michael Kramer Named CEO of FSGBank
GARLOCK SEALING: Disputes Scientific Basis for Claims
GREEN PLANET: Semple Marchal Resigns as Accountants
GREYSTONE PHARMACEUTICALS: Plan Outline for Templeton Plan Okayed

GREYSTONE PHARMACEUTICALS: FTMP Says its Plan is 'Superior'
GREYSTONE PHARMACEUTICALS: Drops Motion to Remove Committee Member
H&S JOURNAL: Taps Winne Banta as Special Counsel
HAMPTON ROADS: Bank Names Several Market Presidents
HUDSON TREE: Seeks to Use Agriland Cash Collateral

HUDSON TREE: Sec. 341 Creditors' Meeting Set for Jan. 6
IVAX DIAGNOSTICS: Posts $1.2 Million Net Loss in 3rd Quarter
IMAGENETIX INC: Posts $3.0 Million Net Loss in Sept. 30 Quarter
IVOICE INC: Hydra Completes Merger with iVoice Innovations
JACKSON HEWITT: To Increase Wal-Mart Store Presence by 40%

J.C. EVANS: Want to Employ Glass & Co as Accountants
JEWISH COMMUNITY CENTER: Sec. 341 Creditors' Meeting on Jan. 5
JEWISH COMMUNITY CENTER: Status Conference on Jan. 23
JEWISH COMMUNITY CENTER: Hiring Broege Neumann as Bankr. Counsel
KERZNER INT'L: Buyout Investors Hit as Developer Digs Out of Debt

KULLMAN BUILDING: Assets Auction Set for Dec. 13
L.A. DODGERS: Hearing on FOX TV Rights Dispute Continues
L.A. DODGERS: Discloses Details of Deal With MLB
LEHMAN BROTHERS: Wins Approval of ACESO Stock Purchase
LEHMAN BROTHERS: Bank of Taiwan Wins OK to Assign Note

LEHMAN BROTHERS: Seeks Approval of Gleacher as Fin'l Advisor
LEHMAN BROTHERS: Phil. Agency Denies $3.5MM Losses in Collapse
LEHMAN BROTHERS: Sues Katten Muchin Over Bungled Hotel Loan Docs
LEHMAN BROTHERS: $1.48-Bil. Already Paid to Advisors, Lawyers
L.I.F.T. LLC: Files Schedules of Assets and Liabilities

L.I.F.T. LLC: Court Approves Steffes Vingiello as Counsel
L.I.F.T. LLC: Court OKs McGlinchey Stafford as Special Counsel
LOCATION BASED TECH: CEO Presents at 4th Annual LD Micro Confab
LOCATION BASED TECH: 3 New Directors Appointed to Board Committees
LORD & TAYLOR: S&P Assigns Preliminary 'B+' Corp. Credit Rating

M WAIKIKI: Seeks 9-Month Extension of Plan Exclusivity
MANISTIQUE PAPER: Creditor Objects to Proposed Sale Timeline
MERIDIAN MORTGAGE: Trustee Files $150MM Suit vs. Auditor, Berg
MEMC ELECTRONIC: To Cut 20% of Workforce & Idle Italy Plant
MF GLOBAL: Proposes to Tap FTI as Restructuring Advisor

MF GLOBAL: Greene, Employees Commence Class Suit
MF GLOBAL: Glancy BInkow-Led Customers Commence Class Suit
MF GLOBAL: NOteholders Pursue Class Suit vs. Jon Corzine, et al.
MF GLOBAL: M. Rodriguez, et al., Have Class Suit vs. D&Os
MF GLOBAL: Highridge Futures Asks Nod to Transfer Account

MOOHAVEN DAIRY: Lawyer Fined $5T for Improper Representation
MOUNTAIN CITY: Hires Ehrhardt Keefe as Accountant
NEVADA CANCER: Files Chapter 11 Plan Based On Sale
NEW CENTURY FIN'L: Bankr. Ct. Won't Flip Ruling in Carr Suit
NEW CENTURY FIN'L: Bankr. Ct. Won't Flip Ruling in Marks Suit

NISKA GAS: S&P Affirms 'BB' Corporate Rating; Outlook Negative
NORTHAMPTON GENERATING: S&P Lowers $153-Mil. Bond Rating to 'D'
NORTHCORE TECHNOLOGIES: Opens Sales & Deployment Office in U.S.
NORTHCORE TECHNOLOGIES: Has 'Important' Accomplishments
NPC INTERNATIONAL: S&P Affirms 'B' Corporate; Outlook Negative

OMNI STORAGE VI: Case Transferred to M.D. La.
PENINSULA HOSPITAL: Court OKs Garden City Group as Claims Agent
PENINSULA HOSPITAL: Committee Wins OK to Hire GCG as Claims Agent
PENINSULA HOSPITAL: Court OKs Neubert Pepe as Ombudsman's Counsel
RCR PLUMBING: Cash Collateral Hearing Continued Until Dec. 13

RCR PLUMBING: Gets Court's Nod to Obtain DIP Financing
REICHHOLD INDUSTRIES: S&P Lowers Corp. Credit Rating to 'CCC+'
RESPONSE BIOMEDICAL: Posts C$2.2-Mil. Net Loss in 3rd Quarter
RIVER ROCK: Holders Tender $184 Million Senior Notes Due 2011
ROUND TABLE: Judge Tosses Bid to Derail Bankruptcy-Exit Plan

SAND SPRING: Files Schedules of Assets and Liabilities
SEDONA DEVELOPMENT: Competing Disclosure Statements Rejected
SKINNY NUTRITIONAL: Issues $50,000 Convertible Note
SUN PRODUCTS: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg.
SUPERMEDIA INC: Repurchase Offer to Expire by Dec. 13

T3 MOTION: Five Directors Elected at Annual Meeting
TARGUS INFORMATION: S&P Withdraws 'B+' Corporate Credit Rating
TELETOUCH COMMUNICATIONS: Arbitrator Dismisses Claims vs. AT&T
TIFFEN MANUFACTURING: Tax Dividends to Insiders Are Fraudulent
TOP OF THE KRESS: Judge Marlar Dismisses Chapter 11 Case

TRAVELPORT HOLDINGS: Unit Completes Offering of $346MM Notes
U.S. EAGLE: Committee Taps Eisneramper as Accountant & Advisor
USA SPRINGS: Initial Funding From Swiss Underwriter Hasn't Arrived
VISUALANT INC: Amends 15.3 Million Common Shares Offering
VITESSE SEMICONDUCTOR: Incurs $14.8-Mil. Net Loss in Fiscal 2011

VITESSE SEMICONDUCTOR: Board Adopts 2012 Executive Bonus Plan
VITESSE SEMICONDUCTOR: To Offer $75 Million of Securities
VOICES OF FAITH: Sec. 341 Creditors' Meeting Set for Jan. 11
WATERSCAPE RESORT: Wants to Use Secured Lender's Cash Collateral
WJO INC: Has Access to Tristate Capital Bank's Cash Until Dec. 31

WJO Inc: Panel Wants $1.7MM Loan Reinstated to Sole Shareholder
WWA GROUP: Posts EUR1.3 Million Net Loss in 2011 Third Quarter

* Utah Exempts Social Security From Chapter 13 Plans

* Cohen & Grigsby Promotes Two Associates to Director Positions
* Sheppard Mullin Plans Seoul Office Opening

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses



                            *********

261 EAST: Commercial Property on East 78th in Manhattan Files
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 261 East 78 Realty Corp., the owner of 261 East 78th
Street in Manhattan filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-15624) Dec. 6 in New York to fend off
foreclosure.  The property is a six-floor commercial building with
seven units. The petition says the property is worth $20 million.
Debt aggregates $18.76 million, including $17.1 million in
secured claims. The lender is MB Financial Bank.  The owner blames
the bankruptcy on the lender's failure to fund and delays by the
architect.


ACADIA HEALTHCARE: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services issued its 'B' corporate credit
rating to Franklin, Tenn.-based Acadia Healthcare Inc. The rating
outlook is stable.

"At the same time, we issued our 'B-' issue-level rating (one
notch below the corporate credit rating) on Acadia's $150 million
senior unsecured note. Our recovery rating on the note is '5',
indicating our expectation of modest (10%-30%) recovery of
principal in the event of payment default. The company will also
have $130 million on its outstanding term loan and a $30 million
revolver (unrated)," S&P said.

"The low speculative-grade rating on Acadia reflects the company's
aggressive growth strategy and highly leveraged financial risk
profile," said Standard & Poor's credit analyst Tahira Wright. "We
characterize Acadia's business risk profile as 'weak' because of
the challenges it faces in controlling its rapid expansion from a
small base and its exposure to uncertain third-party reimbursement
that accounts for about three-quarters of its revenue. From a
financial perspective, growth funding is likely to keep leverage
around 5x over the next year, even with the double-digit revenue
and EBITDA increases we expect and the amortization payments
mandated under its credit facility."

"When new managers joined the company early in 2011, Acadia
acquired Youth and Family Centered Services (YFCS) in a debt-
financed transaction, more than doubling the company's revenue and
earnings base, and raised Acadia's facility count to 19. The debt-
financed acquisition of PHC will create a network of 34 acute
behavioral facilities and residential treatment centers across 18
states, which we expect will result in double-digit revenue and
earnings growth through at least 2012 at least. Management is
experienced in the behavioral health field, having prior
involvement in Psych Solutions (acquired by Universal Health
Services Inc.). We believe that, in addition to increasing
bed count, it will convert some residential treatment beds to
higher level of service acute hospitalization beds, and attempt to
improve operational management at existing facilities. Still, the
challenges of further growing and controlling such rapid expansion
are formidable," S&P said.

"Our rating outlook on Acadia is stable. This reflects our view
that the company will foster growth through organic and
acquisitive expansion. This includes our expectation that
management will be able to control a fast-growing organization
without deteriorating margins. An upgrade could be possible if the
company can improve credit metrics, with sustainable adjusted
debt to EBITDA below 5x and funds from operations to debt above
15%. This could occur if the company can meaningfully execute its
expansion and operating strategy supporting double-digit revenue
growth and EBITDA margin expansion over 100 bps, while not
incurring additional debt, and/or through equity offerings," S&P
said.

"A downgrade could occur if the company's operations are stifled
by significant reimbursement cuts or inability to successfully
integrate its operations. If this caused EBITDA to decline by more
than 15%, tight covenant cushions below 10% in 2012 could be a
particular concern if we thought that it might be an ongoing
issue," S&P said.


ACL HOLDINGS: American Laser Files for Sale to Versa Capital
------------------------------------------------------------
ACL Holdings LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case No. 11-13853).

ACL Holdings dba American Laser Centers operates 156 laser hair-
removal clinics in 27 states. At the peak, the Farmington Hills,
Michigan-based company had 222 stores generating $130.6 million in
annual revenue.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Debtor aims to sell the business to an affiliate
of Versa Capital Management LLC.  Versa will pay $30 million plus
$18 million of new-money financing to support the bankruptcy,
unless outbid at auction.  A hearing to approve the sale is
intended to be held by Jan. 26.

According to the report, bankruptcy was blamed on over-expansion,
the effects of the recession and an "overleveraged balance sheet."
Court papers say assets are $80.4 million.  Liabilities include
$40.3 million owing on a first-lien debt and $51 million in
subordinated notes.  Some $17.9 million is owing to trade
suppliers.

Versa is providing $58 million in financing for the Chapter 11
case, including $18 million of fresh cash.  The remainder will pay
off the existing first-lien loan.


ALTER COMMUNICATIONS: Baltimore Jewish Times Has New Investors
--------------------------------------------------------------
Alter Communications Inc. reported in a bankruptcy court filing
that a "group of local businessmen and community members" are
willing to make an infusion of cash to allow continuation of the
business and confirmation of a Chapter 11 plan.  In December 2010,
Alter convinced the bankruptcy judge in Baltimore to confirm a
Chapter 11 plan.  The confirmation order was set aside on appeal
in June. Alter and its adversary, former printer H.G. Roebuck &
Son Inc., returned to bankruptcy court with competing
reorganization plans.

The report relates that U.S. Bankruptcy Judge James F. Schneider
in Baltimore refused to confirm either of the competing plans. In
September he directed the warring factions to settle their
differences and file a joint plan by Oct. 21.  Without a
consensual plan, Judge Schneider said he would consider appointing
a Chapter 11 trustee.

According to the report, Alter made representations about the
investors' agreement in principle in a motion seeking an extension
until Dec. 30 of the previously extended deadline to file a
consensual plan.  Alter says it will discuss the investment
proposal with Roebuck and hopes there will be consent to a plan.

                    About Alter Communications

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 10-18241) on April 14, 2010, after losing a $362,000
judgment to the printer, H.G. Roebuck & Son Inc.  Alan M. Grochal,
Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and
Rosenberg, in Baltimore, serve as the Debtor's bankruptcy counsel.
The Debtor estimated assets and debts between $1 million and $10
million in its Chapter 11 petition.

In December 2010, the Bankruptcy Court approved Alter's Chapter 11
exit plan.  Roebuck appealed, saying the plan wasn't filed in good
faith and that it "discriminates unfairly."

In June 2011, the U.S. District Judge Court in Maryland set aside
the confirmation order.  Because Roebuck said it would pay more
for the new stock, the District Court reversed and sent the case
back to the bankruptcy court with instructions to allow the filing
of competing plans.


AMERICAN AIRLINES: Passenger Service Agents Call for Union
----------------------------------------------------------
American Airlines passenger service agents supporting the
Communications Workers of America have filed a petition with the
National Mediation Board calling for a union representation
election for the 9,700 passenger service agents at American
Airlines.

American Airlines airport and reservations agents have been
working with CWA to win a voice at the carrier.  At this critical
time, they care deeply about the airline and their voice in key
decisions.  Agents are the only major employee group at American
without union representation.

Having a voice is even more critical as the airline's parent
company, AMR, filed for bankruptcy protection on Nov. 29. Union
represented workers can get a voice in the bankruptcy proceedings.

"Now we have a great opportunity to get a voice and the respect we
agents so deserve," said Evelyn Eng, based in Los Angeles.
Latricia Beasley from Dallas said, "I'm on board and looking
forward to CWA representation to help get us through the
bankruptcy process."

Deb Rooney, a Boston based agent said, we're "so happy we are
filing because now, more than ever, we need a seat at the table."
And Adam Quershi, Dallas based, stressed that, "we will have
representation in this process like the pilots, flight attendants
and other union workers at American."

"Thank you God, I've been praying so hard," said Doris Gorrell, a
reservations agent in Fort Worth, Tex.

Workers without union representation lack a clear voice in the
bankruptcy hearings, other proceedings that might arise and the
benefits of a contract as the carrier emerges from bankruptcy.
Despite the company holding $4.1 billion in cash on hand, American
Airlines management is indicating that workers' wages,
compensation and working conditions will be a major focus of its
cost-reduction effort.  Agents took deep cuts in 2003 from which
they never recovered.  In addition, the company in the past year
has made cuts in health care coverage and has hired in new
employees at significantly lower pay rate, reduced benefits and
fewer paid days off.  It's difficult to see how they can bear even
more of the company's financial burden.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Proposes to Set 503(b)(9) Claims Process
-----------------------------------------------------------
American Airlines, Inc. and its affiliated debtors seek court
approval to implement a process for resolving claims asserted
under Section 503(b)(9) of the Bankruptcy Code.

Section 503(b)(9) provides for the allowance, as an administrative
expense, of the value of goods sold to a debtor in the ordinary
course of its business and received by that debtor within 20 days
before its bankruptcy filing.

The Debtors estimate that approximately $41 million worth of
goods, which they received within 20 days prior to their
bankruptcy, have not yet been paid, according to court filings.

Under the proposed process, the claimants have to follow certain
requirements before they are entitled to recover their claims,
which include submitting a proof of claim within a fixed
deadline.  The procedure bars them from asserting their claims
after the expiration of the filing deadline without further court
order.

The proposed process gives the Debtors an option to enter into an
agreement to resolve any objection to claims.

A full-text copy of the proposed order detailing the proposed
process is available without charge at:

  http://bankrupt.com/misc/AmAir_Sec503ClaimsProcess.pdf

The Debtors propose that the procedure be the only method for
resolving the claims.  They ask the Court to prohibit any
claimant from prosecuting its claims through the filing of a
motion for allowance or any other means.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Grants Admin. Status to Vendors
--------------------------------------------------
AMR Corp. and its units sought and obtained authority from Judge
Lane to grant administrative priority status to all undisputed
obligations of the Debtors owing to vendors arising from
postpetition deliver of goods and services ordered prior to the
Petition Date.  The Debtors also sought and obtained court
authority to pay those obligations in the ordinary course of
their business.

In connection with the normal operation of their business, the
Debtors rely on numerous vendors and suppliers to provide the
Debtors with millions of dollars of parts, inventory, supplies,
and other goods for use in the regular operation of the Debtors'
airlines.  The majority of goods are shipped by Vendors to the
Debtors' primary maintenance and engineering facilities located
in Tulsa, Oklahoma and Forth Worth, Texas.  A significant volume
of Goods also are shipped by Vendors to the Debtors' headquarters
and to airports located throughout the Debtors' worldwide
network.

As of the Petition Date, the Debtors have certain prepetition
purchase orders outstanding with various Vendors for Goods
ordered by the Debtors.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, related that as a consequence of the commencement of these
Chapter 11 cases, the Vendors may be concerned that the
obligations arising from Goods purchased before the Petition Date
pursuant to Prepetition Orders that are delivered to the Debtors
postpetition will render the Vendors holders of general unsecured
claims against the Debtors' estates for those shipments.
Accordingly, Vendors may refuse to provide Goods to the Debtors,
or may recall shipments thereof, unless the Debtors issue
substitute purchase orders postpetition or obtain a court order
providing that all undisputed obligations of the Debtors arising
from the postpetition delivery of Goods subject to Prepetition
Orders are afforded administrative expense priority status under
Section 503(b) of the Bankruptcy Code.

While it is difficult to estimate the total amount due and owing
under the Prepetition Orders for Goods ordered prepetition for
which delivery will not occur until after the Petition Date, the
Debtors said the total amount to be paid to the Vendors in
connection therewith, if the request is granted, is de minimis
compared with the importance and necessity of the Goods.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Wins OK to Perform Under Derivative Contracts
----------------------------------------------------------------
American Airlines, Inc. and its affiliated debtors sought and
obtained interim court approval to continue performing under
their existing derivative contracts.

The move is part of the Debtors' effort to hedge the risk of
fluctuations in jet fuel prices, interest rates, foreign currency
exchange rates and other costs.

"The inability to hedge fluctuating costs likely will result in
significant additional expenses and will adversely affect the
Debtors' restructuring efforts," said the Debtors' lawyer,
Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, in New
York.

The court order also authorized the Debtors to pay pre-bankruptcy
amounts owed under the derivative contracts, return any credit
support held, and provide credit support under those contracts.

The credit support can be in the form posting letters of credit,
entering into escrow agreements, opening and funding escrow
accounts, posting collateral or margin, prepayment, taking
physical delivery of commodities and settling derivative
contracts.

Judge Sean Lane will hold a hearing on December 22, 2011, to
consider final approval of the Debtors' request.  The deadline
for filing objections is December 15, 2011.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Bankruptcy Could Lead to More Mergers
--------------------------------------------------------
For US Airways, the merger-hungry fifth-largest U.S. airline, a
bankrupt American Airlines may present an irresistible takeover
target, but many in the aviation world think the headaches and
hassles of consolidation are not worth the payoff of such a tie-
up, Kyle Peterson and Soyoung Kim, writing for Reuters, reported
on Dec. 1.

According to the report, bankruptcy leaves the company vulnerable
to potential takeover attempts from would-be suitors like US
Airways, whose chief executive Doug Parker has long promoted
consolidation as a means to slim down an industry plagued by
overcapacity.  US Airways once tried and failed to buy Delta Air
Lines as it restructured in bankruptcy, Reuters recalled.

Since the Delta/Northwest and United/Continental mergers, American
and US Airways have been considered logical partners for a
potential combination, but analysts have said American's high
labor costs and unresolved contracts with its unions make any deal
too difficult to negotiate, the report pointed out.

Sweeping cost cuts in bankruptcy could remove one potential
hurdle, but analysts and bankers noted that US Airways still has
its own challenges of having to integrate labor groups following
its 2005 merger with America West Airlines, the report further
pointed out.

Analysts, according to Reuters, said the benefits of any merger
are less clear for American Airlines.

Reuters, citing industry experts, said a merger would be a huge
opportunity for US Airways, which is a smaller airline, in that a
merger would take them to markets they do not have current access
to.  But, at American Airlines' perspective, a merger with US
Airways does not make it competitive with Delta or United
Airlines, Reuters added, citing the industry experts.

Neither American nor US Airways would comment on merger prospects,
the report noted.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Pilots Union to Hire Lazard for Labor Talks
--------------------------------------------------------------
The Allied Pilots Association, the union representing American
Airlines' pilots, is in the process of hiring Lazard Ltd. to
represent them in negotiating a new labor agreement with the
bankrupt airline.

Jack Nicas and Mike Spector of The Wall Street Journal reported
that the airline has been in protracted contract talks with the
union representing its about 10,000 pilots.  The pilots, according
to the Journal, could be forced to make significant concessions
and face the loss of about $1 billion in pension obligations
should AMR terminate those liabilities in bankruptcy.

According to the Journal, the union is close to hiring Lazard.
The association is likely to seek a seat on the creditors
committee, people familiar with the process told the Journal.  The
union could look for a future ownership stake in AMR in return for
concessions, although the bankruptcy is new and significant
negotiations haven't begun, the report added.

The Journal said the union's discussions with Lazard show the
pilots are gearing themselves for battle and attempting to
assemble a roster of experienced negotiations to look out for
their interests.  The Journal noted that negations between the
union and American Airlines over pay, pensions and work rules have
been ongoing for five years.

Two weeks ago, the union rejected American Airlines' proposals
involving 7% and 9% salary increases in return for longer working
hours and fewer contributions to their pensions, the Journal
recounted.  That rejection helped trigger AMR's filing on Tuesday,
people familiar with the situation have told the Journal.

              Out from Chapter 11 by 18th Month

The Journal, citing Harvey Miller, at Weil Gotshal & Manges, AMR's
bankruptcy attorney, said the airline will hopefully be out of
Chapter 11 before the end of the period for its to file a plan of
reorganization as prescribed by the Bankruptcy Code.

But Larry Perkins, a senior managing director in Conway MacKenzie
Inc.'s turnaround and crisis-management business, said the
airline's emergence from bankruptcy could take more than 18 months
as talks with the unions continue to lag, the Journal added.

The Journal noted that a study by the Massachusetts Institute of
Technology showed that in 2010 American Airlines pilots cost
$205,628 on average, or about 10.4% more than Delta Air Lines Inc.
and 15.1% more than pilots at United Airlines.  But Delta and
United pilots were once paid much more than their AMR peers, the
Journal pointed out.

Two years after Delta and United filed for Chapter 11, their
pilots' compensation dropped 25% at United and 37% at Delta, the
Journal related.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ATLANTIC & PACIFIC: Has Plan Financing Nod, Formal Union Deals
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. moved two steps
closer to approval on Dec. 15 of a disclosure statement explaining
the proposed bankruptcy reorganization plan structured around a
$490 million debt and equity financing from Yucaipa Cos., Goldman
Sachs Group Inc. and Mount Kellett Capital Management LP.

According to the report, this week, U.S. Bankruptcy Judge Robert
Drain in White Plains, New York, approved the investment
agreement.  A&P also filed details regarding revised contacts
negotiated with its 13 union locals.  At a Dec. 5 hearing Judge
Drain said he would approve new collective bargaining agreements
with the union locals so long as they are filed under seal with
the clerk.  Anyone who signs a confidentiality agreement can see
the contracts.

The report relates that the disclosure requirement was the result
of objections from the union pension fund that A&P is headed
toward dropping.  The pension trustees are concerned that
remaining supermarket chains still in the pension program will be
required to make up for underfunding attributable to A&P.

                About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

A&P filed a proposed Chapter 11 plan founded upon a $490 million
debt and equity financing announced this month.  The proposed
financing, tentatively approved by the bankruptcy judge, allows
A&P to accept a better offer if one appears.  New investors
sponsoring the plan include Yucaipa Cos., Goldman Sachs Group Inc.
and Mount Kellett Capital Management LP.


ATRINSIC INC: Defaults Under $5.8MM Secured Convertible Notes
-------------------------------------------------------------
Atrinsic, Inc., and certain investors entered into a Securities
Purchase Agreement on May 31, 2011.  Pursuant to the terms of the
Purchase Agreement, the Company sold to the Buyers certain secured
convertible notes in the aggregate original principal amount of
$5,813,500 as well as certain warrants to purchase shares of the
Company's common stock.  Also on May 31, 2011, the Company and its
subsidiaries, New Motion Mobile, Inc., and Traffix, Inc., entered
into a security agreement with the Buyers pursuant to which the
Company granted each of the Buyers a security interest in
substantially all of the Company's assets securing its obligations
under the Notes.  In addition, New Motion Mobile, Inc., and
Traffix, Inc., executed guaranties with each Buyer pursuant to
which those subsidiaries guarantee the Company's obligations under
the Notes.

The Company is required to repay the Notes in six equal monthly
installments commencing on Dec. 31, 2011, and ending on May 31,
2012, either in cash or in shares of the Company's common stock.
With respect to the payment installment due on Dec. 31, 2011, the
Company was required to deliver a notice on Nov. 30, 2011, stating
the amount of principal that will be repaid in cash and the amount
that will be repaid by delivery of shares of the Company's common
stock.  The Company did not deliver that notice, and thus,
pursuant to the terms of the Notes, the Company has been deemed to
elect to pay the applicable installment by delivery of shares of
the Company's common stock.  As to the repayment of the
installment by delivery of shares, the Notes include a condition
relating to the minimum dollar trading volume that must be
maintained in the Company's common stock during the twenty day
period preceding the required installment date notice.  Failure of
the Company's common stock to maintain this trading volume is
referred to in the Notes as a "Dollar Failure."  A Dollar Failure
has occurred and the Company is now in default under the Notes.

As a result of the event of default caused by the Dollar Failure,
each Buyer may require the Company to redeem its Note in cash at
the greater of up to 110% of the unconverted principal amount or
110% of the greatest equity value of the shares of common stock
underlying the Notes from the date of the default until the
redemption is completed.  To date, none of the Buyers have
exercised this remedy.  In addition, as a result of the occurrence
of the event of default, the Notes now bear interest at the
default interest rate of 18% per annum and will bear interest at
such rate until all events of default are subsequently cured.
Further, as a result of the occurrence of the event of default,
each of the Buyers may exercise their rights to foreclose upon the
Company's assets pledged as collateral under the Security
Agreement.

                        About Atrinsic Inc.

New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer
of direct-to-consumer subscription products and an Internet
search-marketing agency.  The Company sells entertainment and
lifestyle subscription products directly to consumers, which the
Company markets through the Internet.  The Company also sells
Internet marketing services to its corporate and advertising
clients.

The Company reported a net loss of $14.2 million on $25.7 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $11.6 million on $32.2 million of revenue for the
nine months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$14.1 million in total assets, $19.7 million in total liabilities,
and a stockholders' deficit of $5.6 million.

As reported in the TCR on April 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.


B.R. SUMMERLIN: Bankr. Court Confirms Reorganization Plan
---------------------------------------------------------
U.S. Bankruptcy Judge Mike K. Nakagawa has confirmed B.R.
Summerlin Property, LLC's Second Amended Plan of Reorganization,
dated Sept. 19, 2011.

As reported in the TCR on Oct. 26, 2011, FirstStorm Partners 2,
LLC, successor-in-interest to Greystone Bank, is now the holder of
the Class 1 Claim.  As agreed upon by FirstStorm and the Debtor,
the Allowed Claim of FirstStorm will consist of principal in the
amount of $14,928,000, outstanding interest at the non-default
rate of 8% to the Petition Date and 6.5% from the Petition Date to
the Effective Date, and FirstStorm's attorneys' fees, expenses,
and costs not to exceed $365,000.

Commencing on the 15th day following the 1st day of the month
following the Effective Date and on the 5th day of each month
thereafter until the Modified Maturity Date, the Reorganized
Debtor will pay to the Holder of the Allowed Class 1 Claim monthly
principal and interest payments on the outstanding balance of the
Modified Note as of such date amortized over a period of 20 years
at the Effective Date Interest Rate of 6.5% per annum (subsection
(d)(i).

All Net Operating Revenues in excess of $5,000 per month will be
paid to the Holder of the Allowed Class 1 Claim to be applied
against the principal balance of the Loan (but not the monthly
payments to be made pursuant to subsection (d)(i) above) until the
earlier of (i) the Modified Maturity Date or (ii) the Loan is paid
in full.

The unpaid balance of the Loan will be due and payable on the
Modified Maturity Date, which will be the 7th anniversary of the
Effective Date.

A copy of the Second Amended Plan is available for free at:

     http://bankrupt.com/misc/brsummerlin.2ndamendedplan.pdf

                  About B.R. Summerlin Property

Woodland Hills, California-based B.R. Summerlin Property, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-10148) on Jan. 5, 2011.  The Company disclosed $23,066,151
in assets and $15,414,103 in liabilities.

Affiliates B.R. Brookfield Commons No. 1, LLC (Bankr. D. Nev. Case
No. 10-38835) and B.R. Brookfield Commons No. 2, LLC (Bankr. D.
Nev. Case No. 10-38838) filed separate Chapter 11 petitions on
Nov. 29, 2010.  The Debtor disclosed $23.07 million in assets, and
$15.4 million in debts.

B.R. Summerlin Property is represented by Gregory E. Garman, Esq.,
-- ggarman@gordonsilver --, Gabrielle A. Hamm, Esq., --
ghamm@gordonsilver.com --, at Gordon Silver, in Los Vegas, Nevada.


BANCO BILBAO: S&P Lowers Issuer Credit Rating to 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services reviewed its ratings on 31
North American regional banks and their subsidiaries by applying
its new bank ratings criteria, which were published on Nov. 9,
2011. "See the ratings list for the ratings on these banks and
their subsidiaries, highlighting any ratings changes that resulted
from applying our new criteria," S&P said.

"We will publish research updates on the bank groups identified,
including a list of ratings on affiliated entities, as well as the
ratings by debt type -- senior, subordinated, junior subordinated,
and preferred stock. The research updates will be available at
www.standardandpoors.com/AI4FI and on RatingsDirect on the Global
Credit Portal. Ratings on specific issues will be available on
RatingsDirect on the Global Credit Portal and
http://www.standardandpoors.comfollowing release," S&P said.

Ratings List

The ratings listed are issuer credit ratings.

                               To                From
Associated Banc Corp.
                               BBB/Stable/--     BBB-/Stable/--
Associated Bank N.A.
                               BBB+/Stable/--    BBB/Stable/--

Banco Bilbao Vizcaya Argentaria Puerto Rico
                               BB+/Negative/B    BBB/Negative/A-2
Bank of North Dakota
                               AA-/Stable/A-1+   A+/Stable/A-1

BB&T Corp.
                               A-/Stable/A-2     A/Stable/A-1
Branch Banking & Trust Co.     A/Stable/A-1      A+/Stable/A-1

Comerica Inc.
                               A-/Stable/A-2     A-/Stable/A-2
Comerica Bank
                               A/Stable/A-1      A/Stable/A-1

Commerce Bancshares Inc.       A-/Stable/A-2     A/Stable/A-1
Commerce Bank N.A.             A/Stable/A-1      A+/Stable/A-1

Cullen/Frost Bankers Inc.      A/Stable/--       A-/Stable/--
Frost National Bank San Antonio A+/Stable/A-1    A/Stable/A-1

Fifth Third Bancorp            BBB/Positive/A-2  BBB/Positive/A-2
Fifth Third Bank (The)         BBB+/Positive/A-2 BBB+/Positive/A-2

First-Citizens Bank & Trust Co. BBB+/Stable/A-2  BBB+/Stable/A-2


First Horizon National Corp.   BBB-/Stable/--    BBB-/Stable/--
First Tennessee Bank N.A. Memphis
                               BBB/Stable/A-2    BBB/Stable/A-2

First Niagara Financial Group
Inc.                           BBB/Stable/--     BBB/Stable/--
First Niagara Bank             BBB+/Stable/--    BBB+/Stable/--

First Republic Bank            A-/Stable/--      BBB+/Positive/--
FirstBank Puerto Rico          B+/Stable/--      B+/Stable/--

FirstMerit Corp.               BBB+/Stable/--    BBB+/Stable/--
FirstMerit Bank N.A.           A-/Stable/A-2     A-/Stable/A-2

Huntington Bancshares Inc.     BBB/Stable/--     BBB/Stable/--
Huntington National Bank       BBB+/Stable/--    BBB+/Stable/--

KeyCorp                        BBB+/Positive/A-2 BBB+/Stable/A-2
KeyBank N.A.                   A-/Positive/A-2   A-/Stable/A-2
Key Equipment Finance Inc.     A-/Positive/A-2   A-/Stable/A-2

M&T Bank Corp.                 A-/Stable/A-2     A-/Negative/A-2
Manufacturers & Traders Trust
Co.                           A/Stable/A-1      A/Negative/A-1
Wilmington Trust Corp.         A-/Stable/A-2     A-/Negative/A-2
Wilmington Trust Co. DE        A/Stable/A-1      A/Negative/A-1
Wilmington Trust N.A.          A/Stable/A-1      A/Negative/A-1

Northern Trust Corp.           A+/Stable/A-1     AA-/Stable/A-1+
Northern Trust Co. (The)       AA-/Stable/A-1+   AA/Stable/A-1+

People's United Financial Inc. BBB+/Stable/--    BBB+/Stable/--
People's United Bank           A-/Stable/A-2     A-/Stable/A-2

PNC Financial Services Group   A-/Stable/A-2     A/Stable/A-1
PNC Bank N.A., Pittsburgh, PA  A/Stable/A-1      A+/Stable/A-1
PNC Funding Corp.              A-/Stable/A-2     A/Stable/A-1

Popular Inc.                   B+/Stable/C       B+/Positive/C
Banco Popular de Puerto Rico   BB/Stable/B       BB-/Positive/B
Popular International Bank
Inc.                          B+/Stable/--      B+/Positive/--
Popular North America Inc.     B+/Stable/C       B+/Positive/C

Regions Financial Corp.        BB+/Stable/B      BB+/Stable/B
Regions Bank                   BBB-/Stable/A-3   BBB-/Stable/A-3

Santander BanCorp.             BBB/Stable/A-2    A-/Negative/A-2
Banco Santander Puerto Rico    BBB/Stable/A-2    A-/Negative/A-2

SunTrust Banks Inc.            BBB/Stable/A-2    BBB/Stable/A-2
SunTrust Bank Holding Co.      BBB/Stable/--     BBB/Stable/--
SunTrust Bank                  BBB+/Stable/A-2   BBB+/Stable/A-2

SVB Financial Group            BBB+/Stable/--    BBB+/Stable/--
Silicon Valley Bank            A-/Stable/--      A-/Stable/--

Synovus Financial Corp.        B/Stable/--       BB-/Negative/--
Synovus Bank                   BB-/Stable/B      BB+/Negative/B

TCF Financial Corp.            BBB/Negative/A-2  BBB/Negative/A-2
TCF National Bank              BBB+/Negative/A-2 BBB+/Negative/A-2

Trustmark Corp.                BBB+/Stable/A-2   BBB+/Stable/A-2
Trustmark National Bank        A-/Stable/A-2     A-/Stable/A-2

U.S. Bancorp                   A/Stable/A-1      A+/Stable/A-1
U.S. Bank National Association A+/Stable/A-1     AA-/Stable/A-1+
U.S. Bank National Association,
ND                            A+/Stable/A-1     AA-/Stable/A-1+

UMB Financial Corp.            A-/Stable/--      A-/Stable/--
UMB Bank N.A.                  A/Stable/A-1      A/Stable/A-1

Zions Bancorporation           BBB-/Negative/A-3 BBB-/Negative/A-3
Zions First National Bank,
Salt Lake City, UT            BBB/Negative/A-2  BBB/Negative/A-2


BAOSHINN CORP: Reports $62,900 Net Income in Third Quarter
----------------------------------------------------------
Baoshinn Corporation filed its quarterly report on Form 10-Q,
reporting net income of $62,931 on $11.2 million of sales for the
three months ended Sept. 30, 2011, compared with net income of
$17,173 on $8.6 million of sales for the corresponding period in
2010.

For the nine months ended Sept. 30, 2011, the Company has reported
net income of $158,605 on $30.0 million of sales, compared with
net income of $97,209 on $22.4 million of sales for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed $4.9 million
in total assets, $3.9 million in total liabilities, and
stockholders' equity of $986,131.

As of Sept. 30, 2011, the Company had an accumulated deficit of
$1.0 million and working capital of $950,691.

Dominic K.F. Chan & Co, in Hong Kong, expressed substantial doubt
about Baoshinn Corporation and its subsidiaries' ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2010.  The independent auditors
noted that the Group has accumulated losses.

A complete text of the Form 10-Q is available for free at:

                       http://is.gd/ulAURT

Based in Kowloon, Hong Kong, Baoshinn Corporation, through its
Hong Kong subsidiary, is a ticket consolidator of major
international airlines.  The Company provides travel services such
as ticketing, hotel and accommodation arrangements, tour packages,
incentive tours and group sightseeing.


BERNARD L. MADOFF: Judge Rakoff to Rule on Claims Computation
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff will soon be deciding
the methodology to use in calculating the most customers of
Bernard L. Madoff Investment Securities LLC could be required to
pay back for fictitious profits taken out within two years of
bankruptcy.

According to the report, customers can't agree on the methodology
Rakoff should use.  Judge Rakoff will make the ruling in the
Madoff trustee's lawsuit against Fred Wilpon and the owners of the
New York Mets baseball club.

The report relates that a group of customers not in the Wilpon
suit filed papers urging Judge Rakoff in essence to assume
accounts had zero balances two years before bankruptcy. The Wilpon
group doesn't agree with the theory, nor does Irving Picard, the
Madoff trustee.  Mr. Picard makes an example of a customer who
even the trustee wouldn't sue.  Under the customers' theory, the
same customer in Mr. Picard's example would be obliged to return
$8 million.

The report relates that Mr. Picard and the Wilpon defendants
haven't agreed on much in the course of their $1 billion lawsuit.
They agree that the other customers' proposal theoretically would
benefit some customers while harming others.  Mr. Picard
originally sued the Wilpon group for $1 billion in principal and
profits taken out within six years of bankruptcy.

Mr. Rochelle discloses that Judge Rakoff ruled in September that
the suit can look back only two years, thus trimming the trustee's
maximum recovery to about $300 million.  The trial before a jury
is scheduled to begin March 19.  Mr. Picard is waiting for Rakoff
to rule on a motion for permission to go to the U.S. Court of
Appeals on the question of whether his suit can look back six
years or only two.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 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.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

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 in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERNARD L. MADOFF: Dist. Judge Affirms Bar of Suit vs. Kin
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Alvin K. Hellerstein in Manhattan
ruled the bankruptcy judge was correct when he barred customers of
Bernard L. Madoff Investment Securities LLC from suing Mr.
Madoff's family members.

The report relates that in a decision from another district judge,
a different group of customers were denied permission to appeal an
award of fees to the Madoff trustee and his counsel.

According to the report, in February, U.S. Bankruptcy Judge Burton
R. Lifland halted customer suits against the Madoff's friends and
family, saying they parroted a complaint by the trustee.  Judge
Lifland said the customers were "usurping causes of action
belonging to" the trustee.  Customers including the Lautenberg
Foundation took an appeal and lost when Judge Hellerstein
delivered his opinion orally from the bench at the conclusion of
oral argument in November.  Judge Hellerstein's order formally
denying the appeal was entered on Dec. 5.

The report relates that Judge Hellerstein recited how Irving
Picard, the trustee, is suing the Madoff family for $200 million.
The judge said that the creditors' suits are based on "alleged
misrepresentations and lies that every creditor of the estate
suffered."  Consequently, Judge Hellerstein said, the lawsuit
belongs to Mr. Picard in accordance with decisions from the U.S.
Court of Appeals in Manhattan.

Mr. Rochelle discloses that were creditors permitted to prosecute
their own lawsuits against Madoff family members, Judge
Hellerstein said, the result would be a "profusion of lawsuits"
that would make "it extremely difficult for the trustee to run his
lawsuit expeditiously and economically."  He said that forcing
Madoff family members to defend a plethora of creditor suits would
deplete money Mr. Picard aims to recover for the benefit of all
creditors.  Judge Hellerstein said there was an "adequate basis
for the injunction."  He also found no abuse of discretion by
Lifland. In a 16-page opinion Dec. 6, U.S. District Judge Robert
P. Patterson Jr. concluded that customers weren't authorized to
attempt an appeal from a decision by the bankruptcy judge in
December 2010 granting an interim award of fees and expenses to
Picard and his lawyers.  Judge Patterson said there wasn't a
debatable issue of law required to underpin an appeal before a
final award of fees.

The report relates that Judge Patterson said the customers came
forward with no evidence to rebut the trustee's showing that the
Securities Investor Protection Corp. has no "reasonable
expectation" of recovering the expenses paid to finance the Madoff
liquidation.  Consequently, the Securities Investor Protection Act
obliges the bankruptcy judge to follow SIPC's recommendation with
regard to fees.  In this instance, SIPC concluded that the fees
should be paid in full in the amount SIPC approved.

Judge Patterson, the report adds, also rejected the customers'
argument that Mr. Picard has a conflict of interest because he can
generate more in fees for himself by suing customers.  Judge
Patterson said customers "have done nothing to show that the
alleged conflict of interest is anything more than hypothetical."

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 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.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

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 in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERTHEL GROWTH: Unit Transfers All Interest in Futurematrix
-----------------------------------------------------------
Berthel Growth & Income Trust I previously reported that on
Jan. 27, 2009, the United States Court for the Northern District
of Iowa entered a Consent Order and Judgment by which the court
appointed the U.S. Small Business Administration as the receiver
for Berthel SBIC.  Berthen SBIC is the Company's wholly-owned
subsidiary.

Berthel SBIC owned 905,203 shares of common stock of Futurematrix
Interventional, Inc.  The Securities represented all of the
investment of Berthel SBIC in Futurematrix, and there are no other
material relationships between Futurematrix and Berthel SBIC, the
Company or any of Berthel SBIC's or the Company's affiliates,
directors, officers or any associate of any such director or
officer.

On Nov. 30, 2011, the Receiver entered into a written Securities
Purchase Agreement with Allen B. Boswell and James W. Passmore.
Pursuant to the Agreement, Berthel SBIC transferred all of its
right, title and interest in 452,601 shares of the common stock of
Futurematrix to Mr. Boswell for the purchase price of $217,248,
and Berthel SBIC transferred all of its right, title and interest
in the remaining 452,601 shares of the common stock of
Futurematrix to Mr. Passmore for the purchase price of $217,248.
Each of Mr. Boswell and Mr. Passmore paid the aforementioned
purchase prices in cash at the closing of the transfer of the
Securities.  The closing occurred on Nov. 30, 2011.  No
consideration was received by Berthel SBIC in exchange for the
transfer of the Securities except for payment of the
aforementioned purchase prices in cash and the other covenants,
representations and warranties set forth in the Agreement.

                        About Berthel Growth

Based in Marion, Iowa, Berthel Growth & Income Trust I was a
Delaware business trust that has elected to be treated as a
business development company under the Investment Company Act of
1940.  The trust's Registration Statement was declared effective
June 21, 1995, at which time the trust began offering Shares of
Beneficial Interest.  The underwriting period was completed on
June 21, 1997, with a total of $10,541,000 raised.

The trust is a closed-end management investment company intended
as a long-term investment and not as a trading vehicle.

At Sept. 30, 2008, the Trust had $2,760,919 in total assets
and $9,565,186 in total liquidation.


BING CONSTRUCTION: Bankr. Court Affirms Contract Rejection Order
----------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker affirmed an earlier ruling
allowing Bing Construction Company to reject a pre-bankruptcy
construction deal with Julius Dixon and Arleathier Dixon.  Judge
Tucker denied the Dixons' request for reconsideration of that
decision, saying it would cost the Debtor substantially more to
assume and perform under the contract than the remaining payments
to be made by the Dixons.  The Court directed the Dixons to file a
proof of claim asserting a claim or amend any existing claim to
assert any rejection damages arising from the rejection of the
contract.  A copy of Judge Tucker's Dec. 2, 2011 Order is
available at http://is.gd/7tJ7Twfrom Leagle.com.

Bing Construction Company, aka Bing Custom Homes, based in
Bloomfield Hills, Michigan, filed for Chapter 11 bankruptcy
(Bankr. E.D. Mich. Case No. 11-57853) on June 28, 2011.  Judge
Thomas J. Tucker presides over the case.  Howard M. Borin, Esq.,
John J. Stockdale, Jr., Esq., and Michael E. Baum, Esq. --
hborin@schaferandweiner.com , jstockdale@schaferandweiner.com and
mbaum@schaferandweiner.com -- -- at Schafer and Weiner, PLLC,
serve as the Debtor's counsel.  The Debtor estimated under $50,000
in assets and debts of $1 million to $10 million.  The petition
was signed by Ralph Binggeser, authorized person.


BORDERS GROUP: Kobo Sale to Fetch $32MM; Court Seals Documents
--------------------------------------------------------------
Bankruptcy Judge Martin Glenn gave Borders Group, Inc., the green
light to file under seal the documents related to the planned sale
of its 10% stake in Kobo, Inc.

The Debtors hold 10% of Kobo common stock and are parties to an
Amended and Restated Unanimous Shareholder Agreement by and among
Kobo and each of its shareholders.  Kobo's stock is subject to a
variety of transfer restrictions and provisions for the corporate
governance of Kobo.  Kobo's stock is also subject to first-refusal
rights and participation rights under Kobo's organization
documents and the Shareholder Agreement.

On Nov. 8, 2011, 2303202 Ontario Inc. as Purchaser, Rakuten Inc.,
as guarantor, certain shareholders and key management option-
holders of Kobo, and Kobo entered into a Share Purchase Agreement.
The Purchaser agreed to acquire Kobo by purchasing all of the
outstanding shares of Kobo for roughly $315 million, less certain
adjustments contained in the SPA.  The SPA also includes mutual
releases.  The SPA also provides that any Kobo shareholder may
join the transaction by executing a joinder entitling them to
their pro rata share of the Purchase Price and binding such party
to the terms and benefits of the SPA.

Borders Group is seeking Court authorization to enter into a
Joinder Agreement to sell its interests in Kobo pursuant to the
terms of the SPA to the Purchaser for roughly $27.5 million to $32
million.  The Debtors, however, intend to file a redacted copy of
the SPA with the Kobo Sale Motion to protect confidential and
commercially sensitive business information of Kobo and the
Purchaser.

The Bankruptcy Court will hear the Kobo Sale Motion at a hearing
on Dec. 20, 2011.

A copy of Judge Glenn's Dec. 7, 2011 Memorandum Opinion is
available at http://is.gd/vJv6zffrom Leagle.com.

Alison D. Bauer, Esq. -- abauer@torys.com -- at Torys LLP, argues
for Indigo Books and Music, Inc.

Jenette Barrow-Bosshart, Esq. -- jbarrow@oshr.com -- at
Otterbourg, Steindler, Houston & Rosen, P.C., represents 2303202
Ontario Inc.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

The Court will convene a hearing to consider confirmation of the
Liquidating Plan on Dec. 20, 2011.

Bankruptcy Creditors' Service, Inc., publishes BORDERS BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Borders Group Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)


BRIGHAM EXPLORATION: Fargo Extends Tender Offer to Dec. 7
---------------------------------------------------------
On Oct. 17, 2011, Brigham Exploration Company, entered into an
Agreement and Plan of Merger with Statoil ASA, and Fargo
Acquisition Inc., or "Merger Sub", an indirect wholly owned
subsidiary of Parent, pursuant to which Merger Sub commenced an
offer on Oct. 28, 2011, to acquire all of the outstanding shares
of the Company's common stock, par value $0.01 per share, for
$36.50 per Share, net to the stockholders in cash, without
interest thereon and less any applicable withholding taxes.

The initial offering period for the Offer expired at 12:00
midnight, New York City time, at the end of Wednesday, Nov. 30,
2011.  According to the American Stock Transfer & Trust Company,
LLC, the depositary for the Offer, as of the Expiration Date,
approximately 96,913,613 million Shares had been validly tendered
and not validly withdrawn pursuant to the Offer, which tendered
Shares represent approximately 81.76% of the total outstanding
Shares as of the Expiration Date.  According to the Depositary, as
of the Expiration Date, the Depositary had also received
commitments to tender 7,115,922 additional Shares under the
guaranteed delivery procedures for the Offer.  On Dec. 1, 2011,
Merger Sub accepted for payment, and stated that it would promptly
pay for, all Shares validly tendered and not validly withdrawn on
or prior to the Expiration Date.

Pursuant to the Merger Agreement, Merger Sub has elected to
provide a subsequent offering period for all remaining untendered
Shares, which commenced on Dec. 1, 2011, and will expire at 12:00
midnight, New York City time, at the end of Wednesday, Dec. 7,
2011.  During the subsequent offering period, holders of Shares
who did not previously tender their Shares into the Offer may do
so and will receive the same purchase price as paid pursuant to
the Offer of $36.50 per Share, net to the stockholders in cash,
without interest, less any applicable withholding taxes.  Shares
properly tendered during the subsequent offering period will be
accepted as they are tendered and paid for promptly as they are
received.

As previously announced in the Company's Schedule 14D-9, the
Company's Board of Directors authorized on Nov. 2, 2011, (a) a
conditional partial redemption of the Company's 8.750% Senior
Notes due 2018, governed by an Indenture dated Sept. 27, 2010,
among the Company, the Guarantors named therein and Wells Fargo
Bank, National Association, as Trustee, and (b) a conditional
redemption of the Company's 6-7/8% Senior Notes due 2019, governed
by an Indenture dated May 19, 2011, among the Company, the
Guarantors named therein and Wells Fargo Bank, National
Association, as Trustee.

2018 Note Redemption

Pursuant to the 2018 Note Redemption, the Company agreed, subject
to specified conditions, to redeem $105 million in principal
amount of the 2018 Notes, out of a total outstanding principal
amount of $300 million, at a redemption price equal to 108.750% of
the principal.  The 2018 Note Redemption was conditioned upon the
consummation by the Company of an equity offering prior to the
redemption in an amount sufficient to consummate the redemption,
and such equity offering was conditioned upon (1) the occurrence
of the Acceptance Time in connection with the Offer and (2) the
approval of such equity offering by the Company's Board after the
Acceptance Time.

2019 Note Redemption

Pursuant to the 2019 Note Redemption, the Company agreed to,
subject to specified conditions, redeem (a) $105 million in
principal amount of the 2019 Notes, out of a total outstanding
principal amount of $300 million, at a redemption price equal to
106.875% of principal, and (b) the remaining $195 million in
principal amount of the 2019 Notes at a redemption price equal to
110.0% of principal.  The redemption of Tranche A was conditioned
upon the consummation by the Company of an equity offering prior
to the redemption in an amount sufficient to consummate the
redemption, and such equity offering was conditioned upon (1) the
occurrence of the Acceptance Time in connection with the Offer and
(2) the approval of such equity offering by the Board after the
Acceptance Time.  The redemption of Tranche B is conditioned upon
the consummation of the merger or Merger Sub with and into the
Company pursuant to the Merger Agreement.

On Dec. 5, 2011, the Company's Board approved an equity offering
of 6,249,857 newly-issued shares of the Company's common stock,
par value $0.01 per share, to Merger Sub for an aggregate purchase
price of $228,119,791, the proceeds of which were used to redeem
the $105 million in principal amount of the 2018 Notes and Tranche
A of the 2019 Notes.

The shares of common stock were issued in reliance on Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as
amended.  Merger Sub represented to the Company that it is an
"accredited investor" as defined in Regulation D.

As described in the Introductory Note above, at the Acceptance
Time, Merger Sub accepted for payment all Shares validly tendered
and not withdrawn pursuant to the Offer on or prior to the
Expiration Date.  As a result of the acceptance of such Shares, a
change in control of the Company occurred.  Parent has reported
that the funds for the purchase of Shares by Merger Sub pursuant
to the Offer came from Parent's available cash.

As the final step of the acquisition process, upon the expiration
of the subsequent offering period at 12:00 midnight, New York City
time, at the end of Wednesday, Dec. 7, 2011, if Parent and its
Affiliates own at least 90% of the outstanding Shares of the
Company, then Parent and Merger Sub expect to effect the Merger as
promptly as practicable as a short-form merger under Delaware law,
with the Company surviving.  If, upon the expiration of the
subsequent offering period at 12:00 midnight, New York City time,
at the end of Wednesday, Dec. 7, 2011, Parent and its Affiliates
do not own at least 90% of the outstanding Shares, but own a
sufficient number of Shares to exercise the Top-Up Option pursuant
to the terms and conditions of the Merger Agreement, then Merger
Sub expects to exercise the Top-Up Option as promptly as
practicable and, as promptly as practicable thereafter, to effect
a short-form merger under Delaware law to consummate the Merger.

At the effective time of the Merger, each Share issued and
outstanding immediately prior to the effective time of the Merger
will cease to be issued and outstanding and will be converted into
the right to receive an amount in cash equal to the Offer Price,
without interest.  Following the Merger, Shares will no longer be
listed on the NASDAQ Global Select Market.

The Merger Agreement also provided Parent and Merger Sub with
certain rights to designate Board members, which rights were
exercised on Dec. 5, 2011w.

On Dec. 5, 2011, pursuant to the terms of the Merger Agreement,
upon the payment for Shares tendered into the Offer, Parent became
entitled to designate a number of individuals, rounded up to the
next whole number, to the Company's Board that is equal to the
percentage of the total outstanding Shares held by Parent, Merger
Sub and their affiliates.  Effective as of Dec. 5, 2011, in
accordance with the Merger Agreement and the Company's charter
documents, the Board increased the size of the Board from seven
members to nine members and the following directors resigned from
the Board: Ben M. "Bud" Brigham, David T. Brigham, Harold D.
Carter and Hobart A. Smith.  Following the effectiveness of the
increase in the size of the Board and the resignations of such
directors and in accordance with the terms of the Merger Agreement
and the Company's charter documents, the Board filled the
vacancies created by such newly created directorships and
resignations by appointing the following designees of Parent to
serve as directors of the Company: Jason Nye, Heidi Wolden, Kathy
Kanocz, Andrew Byron Winkle, Paul Owen and Irene Rummelhoff.
Committee appointments for such newly appointed directed have not
yet been determined.

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company's balance sheet at Sept. 30, 2011, showed
$1.74 billion in total assets, $973.68 million in total
liabilities, and $773.03 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


CAJA DE AHORROS: Sabadell to Buy Bank in Assisted Deal
------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Spain's central
bank said that it has agreed to hand over seized savings bank Caja
de Ahorros del Mediterraneo to Banco de Sabadell SA, in a heavily
assisted deal that will position the midsize Catalan bank as the
country's fifth-largest lender.

CAM is a savings bank that attracts deposits and provides
commercial banking services in Spain.

In September 2011 Spain's central bank kicked off the sale of CAM
a day after the bailed-out lender disclosed huge losses and
triggered new fears about the health of the country's ailing
savings banks.  Bank of Spain's adviser in the sale is Bank of
America Merrill Lynch.


CAMARILLO PLAZA: Wants to Use Shopping Center Revenues
------------------------------------------------------
Camarillo Plaza LLC seeks authority from the Bankruptcy Court to
use revenues generated from its shopping center to fund operations
while in bankruptcy.  The Debtor acknowledges the shopping center,
and the related equipment and revenues may constitute collateral
in which one or more of its creditors have a claim or lien or
other security interest.

The Debtor believes the value of the collateral is $21 million.
The Debtor disclosed that rental income from the shopping center
is $108,822 per month on average for the last 10 months.  This is
scheduled to go up to $131,620 in March 2012 because of two new
tenants.

Wells Fargo Bank holds a first lien on the Debtor's assets on
account of a $12.42 million loan.  The Debtor pays $99,000 a month
to the bank.

The Debtor said there's equity in the collateral valued at $8.58
million.

The United States Trustee is represented in the case by:

          Hatty K. Yip, Esq.
          Office of the UST/DOJ
          725 S Figueroa St 26th Fl
          Los Angeles, CA 90017
          Tel: 213-894-1507
          Fax: 213-894-2603
          E-mail: hatty.yip@usdoj.gov

               - and -

          Russell Clementson, Esq.
          725 S Figueroa Ste 2600
          Los Angeles, CA 90017
          Tel: 213-894-4505
          Fax: 213-894-2603
          E-mail: russell.clementson@usdoj.gov

Shopping center operator Camarillo Plaza, LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet replaced Judge
Bluebond.

Janet A. Lawson, Esq. -- jlawsonlawyer@gmail.com -- serves as the
Debtor's counsel.  It scheduled assets of $21,646,714 and debts of
$12,286,585.  The petition was signed by Aaron Arnold Klein,
managing partner.


CANO PETROLEUM: Clint Carlson Discloses 6.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Clint D. Carlson and his affiliates disclosed
that, as of Dec. 2, 2011, they beneficially own 2,860,000 shares
of common stock of Cano Petroleum, Inc., representing 6.3% of the
shares outstanding.  The aggregate percentage of Shares
beneficially owned by the Reporting Persons is based upon
45,057,992 shares outstanding, which is the total number of Shares
issued and outstanding as of Oct. 27, 2011, as reported by the
Company on its Form 10-K/A for the fiscal year ended June 30,
2011, filed on Oct. 28, 2011.

As previously reported by the TCR on March 10, 2011, Mr. Carlson
disclosed beneficial ownership of 4,181,598 shares or 9.2% equity
stake.

A full-text copy of the amended Schedule 13D is available at:

                        http://is.gd/4vCHjt

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company reported a net loss of $185.70 million on
$26.12 million of total operating revenues for the year ended
June 30, 2011, compared with a net loss of $11.54 million on
$22.85 million of total operating revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed
$65.43 million in total assets, $118.80 million in total
liabilities, and a $53.36 million total stockholders' deficit.

Hein & Associates LLP, in Dallas, Texas, noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

                        Bankruptcy Warning

In the past, the Company's strategy had been to convert its
estimated proved undeveloped reserves into proved producing
reserves, improve operational efficiencies in its existing
properties and acquire accretive proved producing assets suitable
for secondary and enhanced oil recovery at low cost.  Due to the
Company's current financial constraints, including continued
losses, defaults under the Company's loan agreements and the
Company's Series D Preferred Stock, no available borrowing
capacity, constrained cash flow, negative working capital, and
limited to no other capital availability, the Company is reviewing
strategic alternatives which include the sale of the Company, the
sale of some or all of the Company's existing oil and gas
properties and assets, potential business combinations, debt
restructuring, including recapitalizing the Company, and
bankruptcy.  The Company continues to focus on cash management and
cost reduction efforts to improve both its cash flow from
operations and profitability.


CATASYS INC: Terren Peizer Discloses 53.4% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Terren S. Peizer and his affiliates disclosed
that, as of Aug. 17, 2011, they beneficially own 17,524,773 shares
of common stock of Catasys, Inc., representing 53.37% of the
shares outstanding.  A full-text copy of the amended Schedule 13D
is available at http://is.gd/7al2iT

                         About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

The Company also reported a net loss of $1.32 million on $207,000
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $7.53 million on $338,000 of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.04
million in total assets, $5 million in total liabilities and a
$1.95 million total stockholders' deficit.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.

                         Bankruptcy Warning

As of Nov. 9, the Company had a balance of approximately $243,000
cash on hand.  The Company had working capital deficit of
approximately $3.5 million at Sept. 30, 2011, and has continued to
deplete its cash position subsequent to Sept. 30, 2011.  The
Company has incurred significant net losses and negative operating
cash flows since its inception.  The Company could continue to
incur negative cash flows and net losses for the next twelve
months.  The Company's current cash burn rate is approximately
$450,000 per month, excluding non-current accrued liability
payments.  The Company expects its current cash resources to cover
expenses through November 2011, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  The Company will need to immediately obtain additional
capital and there is no assurance that additional capital can be
raised in an amount which is sufficient for the Company or on
terms favorable to its stockholders, if at all.  If the Company
does not immediately obtain additional capital, there is a
significant doubt as to whether the Company can continue to
operate as a going concern and the Company will need to curtail or
cease operations or seek bankruptcy relief.  If the Company
discontinues operations, the Company may not have sufficient funds
to pay any amounts to stockholders.


CATASYS INC: Issues $2.2MM Secured Convertible Notes to Socius
--------------------------------------------------------------
Catasys, Inc., on Nov. 30, 2011, completed a private placement of
notes and warrants with Socius Capital Group, LLC, an affiliate of
Terren Peizer, the Company's Chairman and CEO.  The current
placement increases Socius's investment in the secured convertible
promissory notes and warrants to $1,205,000 since August 2011 and
Socius's investment in the Company to $3.42 million since November
2010.  After giving effect to the latest investment, the Company's
Chairman and CEO beneficially owns 53.4% of the Company, including
shares underlying warrants, convertible notes, and options.  In
total the Company has issued $2,235,000 in secured convertible
promissory notes and warrants to Socius and David E. Smith, a
Company affiliate, since August 2011.  The Company anticipates
that the holders of the secured convertible promissory notes will
convert those notes into a Qualified Financing, but there can be
no assurance that those holders will do so.

On Nov. 30, 2011, the Company issued a Third Amended and Restated
Secured Convertible Promissory Note to Socius to increase the
outstanding principal amount under the Second Amended and Restated
Socius Note by $235,000 in exchange for a loan in such increased
amount from Socius.  The Company had previously issued a Second
Amended and Restated Secured Convertible Promissory Note dated
Nov. 15, 2011, to Socius in the principal amount of $970,000, as
previously disclosed in the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on Nov. 15,
2011.  In connection with the Third Amended and Restated Note
additional warrants were issued to Socius to purchase an
additional 903,846 shares of the Company's common stock, par value
$0.0001 per share, at an exercise price of $0.32 per share, which
amended and restated the Second Amended and Restated Warrant dated
Nov. 15, 2011.  The exercise price of or number of shares of
Common Stock underlying the Third Amended and Restated Warrants
are subject to adjustment for stock splits, stock dividends,
certain fundamental transactions, and financings and share
issuances below the initial exercise price.

The Third Amended and Restated Note matures on Jan. 5, 2012, and
bears interest at an annual rate of 12% payable in cash at
maturity, prepayment or conversion.  The Third Amended and
Restated Note and any accrued interest are convertible at the
holder's option into common stock or securities issued in the next
financing the Company enters into in an amount of at least
$2,000,000.  The conversion price for the Third Amended and
Restated Note is equal to the lower of (i) $0.26 per share of
Common Stock, and (ii) the lowest price per share of Common Stock
into which any security is convertible in any Qualified Financing.

                         About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

The Company also reported a net loss of $1.32 million on $207,000
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $7.53 million on $338,000 of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.04
million in total assets, $5 million in total liabilities and a
$1.95 million total stockholders' deficit.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.

                         Bankruptcy Warning

As of Nov. 9, the Company had a balance of approximately $243,000
cash on hand.  The Company had working capital deficit of
approximately $3.5 million at Sept. 30, 2011, and has continued to
deplete its cash position subsequent to Sept. 30, 2011.  The
Company has incurred significant net losses and negative operating
cash flows since its inception.  The Company could continue to
incur negative cash flows and net losses for the next twelve
months.  The Company's current cash burn rate is approximately
$450,000 per month, excluding non-current accrued liability
payments.  The Company expects its current cash resources to cover
expenses through November 2011, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  The Company will need to immediately obtain additional
capital and there is no assurance that additional capital can be
raised in an amount which is sufficient for the Company or on
terms favorable to its stockholders, if at all.  If the Company
does not immediately obtain additional capital, there is a
significant doubt as to whether the Company can continue to
operate as a going concern and the Company will need to curtail or
cease operations or seek bankruptcy relief.  If the Company
discontinues operations, the Company may not have sufficient funds
to pay any amounts to stockholders.


CDC CORP: Seeks Approval to Employ Moelis as Financial Advisor
--------------------------------------------------------------
CDC Corp. asks the U.S. Bankruptcy Court for the Northern District
of Georgia for authority to employ Moelis & Company LLC as its
financial advisor and investment banker, nunc pro tunc to Nov. 10,
2011.

Moelis will, among other things:

   a) undertake, in consultation with members of management
      of the Company and Business, a customary business and
      financial analysis of the Company and the business;

   b) assist the Company in reviewing and analyzing a potential
      Debt Transaction, Equity Transaction, Division Sale
      Transaction, CDC Software Sale Transaction or a
      Restructuring Transaction;

   c) assist the Company in identifying potential Purchasers
      of a Debt Capital Transaction and/or an Equity Capital
      Transaction and potential Acquirers of a Division Sale
      Transaction and/or a CDC Software Sale Transaction;

   d) contact potential Purchasers and Acquirers that Moelis
      and the Company have agreed may be appropriate for a
      Transaction, and meet with and provide them such
      information about the Company or the Business as may
      be appropriate and acceptable to the Company, subject
      to customary business confidentiality;

   e) assist the Company in preparing Information Materials
      to be distributed to potential Purchasers and Acquirers;

   f) assist the Company in developing a strategy to effectuate
      the Transaction; and

   g) assist the Company, upon further request, in structuring
      and negotiating the Transaction and participate in such
      negotiations as requested.

The Debtor has agreed to pay Moelis the proposed compensation
based on the Engagement Letter:

   a) Monthly Retainer Fee.  A nonrefundable monthly retainer
      fee of $100,000 per month, payable in advance for the
      period commencing on the Commencement Date until the
      termination of the Engagement Letter.  The first payment
      of the Monthly Retainer Fee shall be payable on the
      Order Date and shall cover the period from the
      Commencement Date until the Order Date pro-rated for
      any partial months included), and subsequent payments
      will be payable on each monthly anniversary of the
      Order Date.  After the Company pays Moelis three full
      Monthly Retainer Fees, Moelis agrees to credit 25% of
      the subsequent three Monthly Retainer Fees paid to
      Moelis, on a dollar-for-dollar basis, against a CDC
      Software Sale Transaction Fee; Moelis further agrees to
      credit 50% of all subsequent Monthly Retainer Fees (that
      is after the first full six Monthly Retainer Fees) paid
      to Moelis, on a dollar-for-dollar basis, against a CDC
      Software Sale Transaction Fee, up to a maximum credit
      of all Monthly Retainer Fees credited of $300,000.

   b) Capital Transaction Fee. A transaction fee, payable
      promptly at the closing of each Debt Capital Transaction
      and an Equity Capital Transaction equal to:


      * 3.0% of the gross amount or face value of any Debt
        Capital Transaction (including any unfunded commitments),
        Plus

      * 5.0% of the gross amount or face amount of any Equity
        Capital Transaction.

      The Company will pay a separate Capital Transaction Fee in
      respect of each Capital Transaction in the event that more
      than one Capital Transaction occurs.

   c) Sale Transaction Fee.  A transaction fee, payable promptly
      at the closing of each Division Sale Transaction or CDC
      Software Sale Transaction equal to:

      * with respect to eight potential purchasers who have
        signed Letters of Intent with the Company as of the
        Commencement Date ("Identified Purchasers"):

         (i) 1.5% of Transaction Value for amounts up to $7.50
             per share; plus

        (ii) 2.5% of Transaction Value for amounts in excess
             of $7.50 per share; and

      * with respect to other purchasers:

         (i) 1.5% of Transaction Value for amounts up to $5.50
             per share; plus

        (ii) 2.5% of Transaction Value for amounts in excess of
             $5.50 per share; and

      The Debtor will pay a separate Sale Transaction Fee in
      respect of each Sale Transaction in the event that more than
      one Sale Transaction occurs.

   d) Restructuring Transaction Fee.  At the closing of a
      Restructuring, a nonrefundable cash fee of $2.0 million.
      For the avoidance of doubt, (i) in the event a Sale
      Transaction Fee for a CDC Software Sale Transaction is
      paid to Moelis, a Restructuring Fee shall not be payable
      to Moelis.  If the Company receives a dividend which is
      used to repay or resolve the Evolution claim that will
      constitute a Restructuring Transaction (unless the
      dividend is proceeds from a CDC Software Sale Transaction
      for which a Sale Transaction Fee is payable).

   e) Termination Fee.  A termination fee equal to 25% of any
      "termination fee," "break-up fee," "topping fee,"
      "expense reimbursement" or other form of compensation
      payable to the Company (or the Business) or of the value
      of any option to purchase any securities or assets that
      the Company (or the Business) has been granted if, after
      the execution of an agreement in principle, letter of
      intent, definitive agreement or similar agreement for a
      Transaction, the Transaction fails to close and the
      Company (or the Business) receives any such compensation
      or option.  The Company will pay the Termination Fee when
      it receives any such compensation or is able to exercise
      any such option.  If the Company (or the Business)
      receives any such compensation in the form of, or receives
      an option for, securities or assets, the value will be the
      fair market value on the day the Company receives such
      compensation or are able to exercise such option.

   f) Expenses.  Whether or not any Transaction is consummated,
      the Company will reimburse Moelis for all of its reasonable
      out of pocket expenses for travel, copying, delivery,
      telephone, etc. as they are incurred in entering into and
      performing services; provided, however, that prior approval
      of the Company will be required if the expenses exceed
      $75,000.  In addition, the Debtor agrees to reimburse
      Moelis for its customary and reasonable expenses incurred
      by Moelis in connection with the matters contemplated by
      the Engagement Letter, including, without limitation,
      reasonable fees, disbursements, and other charges of
      Moelis' counsel.

   g) Form of Payment.  All fees, expenses and any other amounts
      payable hereunder are payable in U.S. dollars.

In addition, if, at any time prior to the expiration of 12 months
following the termination of the Engagement Letter, the Company
enters into an agreement or a plan of reorganization is filed that
subsequently results in a Transaction, or consummates a
Transaction, then the Company will pay Moelis the Capital
Transaction Fee or the Sale Transaction Fee (as the case may be)
as specified in cash promptly upon the closing of each such
Transaction.  If, at any time prior to the expiration of 12 months
following the termination of the Engagement Letter, the Company
enters into an agreement or a plan of reorganization is filed for
a Transaction and the Transaction subsequently fails to close then
the Company will pay Moelis the Termination Fee upon receipt of
any compensation or option as specified.
John P. Joliet, managing director of Moelis & Company, attests
that the firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

                           About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  The Debtor estimated
assets and debts at $100 million to $500 million as of the
Chapter 11 filing.


CENTURION PROPERTIES: To Seek Plan Confirmation at Dec. 15 Hearing
------------------------------------------------------------------
On Nov. 9, 2011, U.S. Bankruptcy Judge Frank L. Kurtz approved the
Second Amended Disclosure Statement accompanying Century
Properties III, LLC's Second Amended Plan of Reorganization, dated
Oct. 21, 2011.

The Debtor will seek confirmation of the Amended Plan at a hearing
on Dec. 15, 2011, commencing at 9:00 a.m.

The last day for filing with the Court written votes to accept or
reject the Plan is fixed at Dec. 9, 2011.

The last day for filing and serving, pursuant to Bankruptcy rule
3020(b)(1), written objections to confirmation is fixed at
Dec. 12, 2011.

As reported in the TCR on Oct. 27, 2011, the Plan is premised on
the Reorganized Debtor's ability to obtain replacement financing
for General Electric Capital Corp.'s Allowed secured Claim on or
before Dec. 9, 2012, or, in the alternative, all of the Debtor's
cash will be turned over to GECC and the Battelle Leaseholds will
be sold subject to GECC's credit bid by Dec. 10, 2012.  The Plan
is premised on funding through "new equity contributions" and
continued use of GECC's cash collateral with GECC's prior consent.
The Plan also provides for completion of pending litigation to
determine the nature, extent, amount and validity of disputed
Claims, as well as the pursuit of affirmative claims against
Defendants for purposes of judgments in favor of the Debtor.

The Debtor's Plan will be funded and implemented by:

     1. New Equity Contribution/Cash Contribution - On the
        Effective Date, SMI Group XIV, LLC will contribute
        $50,000, a waiver of a $750,000 administrative claim of
        SMI Group XIV, LLC, and a waiver of payment of the
        $257,133.77 general unsecured claim of Sigma Management,
        Inc.  The contributions will be in exchange for 100% of
        the New Equity Interests of the Reorganized Debtor.

     2. Refinancing - The Debtor has until Dec. 9, 2012, to
        consummate refinancing of the GECC Loan.  With the
        assistance of Savills LLC, the Debtor anticipates a
        commitment for refinancing the property within the next
        180 days, if not sooner.  The anticipated amount of the
        new loan is estimated to be in the range of $62 million to
        $68 million.

     3. Sale Deadline/Sale of Property - If the Battelle
        Leaseholds have not been sold or refinanced and a payoff
        of GECC has not occurred, the Debtor will sell the
        Battelle Leaseholds on Dec. 10, 2012.  The Court will
        hold a hearing at which the Battelle Leaseholds will be
        sold to the highest bidder.  At the sale hearing, GECC or
        its assignee will be deemed to have made a "credit" bid to
        acquire the Battelle Leaseholds.

     4. Cash Reserves/Business Operations - As of Oct. 1, 2011,
        the Debtor holds $3.5 million on deposit with Washington
        Trust Bank.  The money has been derived through ongoing
        business operations and is GECC's Cash Collateral, and may
        be used only with GECC's consent.  The Debtor believes the
        Cash Collateral fund will be sufficient to fund the
        ongoing operations of the Reorganized Debtor and will be
        replenished with future revenue from the Battelle
        Leaseholds.

The Plan provides for these classification and treatment of
claims:

     A. Administrative claims - Consisting of professional fees
        totaling $566,736 through Oct. 31, 2011, will be paid
        as an administrative expense.

     B. Class 1 (Benton County Treasurer) totaling $446,545 is
        unimpaired under the Plan.  These claims will be paid in
        full within 30 days of Effective Date, plus statutory
        interest and penalties.

     C. Class 2 (General Electric Capital Corporation) totaling
        $60,182,140, plus all unpaid default and non-default
        interest owing under the Loan Documents is impaired under
        the plan.  The claim will treated in accordance with the
        terms of GECC Settlement Agreement.

     D. Class 3 (General Unsecured Claims) estimated to be less
        than $25,000 in unimpaired.  The claims will paid in full
        within the later of 30 days of the Effective Date or when
        the claims become allowed.

     E. Class 4 (Equity Funding, Umpqua Bank, U.S. Bank)
        consisting of disputed claims totaling $5,313,602, is
        impaired.  These claims will be paid, with interest, to
        the extent allowed and funds are available, within 60 days
        after Class 2 is paid in full.  Class 4 will be treated
        pari passu with Classes 5 and 6 or as otherwise ordered by
        the Court.  If the Battelle Leaseholds are sold to GECC
        subject to GECC's credit bid, Class 4 will take nothing
        under the Plan.

     F. Class 5 (Centrum Financial Services, Umpqua Bank, U.S.
        Bank) consists of disputed claims totaling $10,312,787 is
        impaired.  These claims will be paid, with interest, to
        the extent allowed and funds are available, within 60 days
        after Class 2 is paid in full.  The claims will be treated
        pari passu with Classes 4 and 6 or as otherwise ordered by
        the Court.  If the Battelle Leaseholds are sold to GECC
        subject to GECC's credit bid, Class 5 will take nothing
        under the Plan.

     G. Class 6 (Trident Investments) is impaired and disallowed
        under the Plan.

     H. Class 7 (Centurion Pacific, LLC) consisting of disputed
        claims of $4,047,772 is impaired under the Plan.  These
        claims will be paid, with interest, to the extent allowed
        and funds are available, within 45 days after Classes 4-6
        are paid in full, to the extent allowed.  If the Battelle
        Leaseholds are sold to GECC subject to GECC's credit bid,
        Class 7 will take nothing under the Plan.

     I. Class 8 (Centurion Southwest, LLC) consisting of disputed
        claims totaling $12,980,918 is impaired under the Plan.
        These claims will be paid, with interest, to the extent
        allowed and funds are available, within 30 days after
        Class 7 is paid in full, to the extent allowed.  If the
        Battelle Leaseholds are sold to GECC subject to GECC's
        credit bid, Class 8 will take nothing under the Plan.

     J. Class 9 (Sigma Management, Inc.) totaling $257,134, is
        impaired under the Plan.  The claim will be paid to the
        extent funds are available after full payment of Class 8.

     K. Class 10 (CPIII's Membership Interests) will be canceled.

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

   http://bankrupt.com/misc/CENTURION_2ndamendeddisclosure.pdf

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring real estate
project Battelle Leaseholds located in Richland, Washington.  Its
sole asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee was unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CITIZENS CORP: Tennessee Commerce Seeks Trustee
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tennessee Commerce Bank filed a motion this week
asking the bankruptcy judge in Nashville to appoint a trustee for
Citizens Corp.

Citizens, a non-operating holding company, previously filed papers
hoping the bankruptcy judge will require the bank to give up
control of its operating subsidiary, non-bankrupt Financial Data
Technology Corp.  Exercising a pledge of the stock of FiData, the
bank had taken the subsidiary over before the bankruptcy filing.
FiData provides information technology services to Tennessee
banks.

According to the report, Tennessee Commerce's Dec. 6 motion tells
the bankruptcy judge why a Chapter 11 trustee should take over
Citizens.  The motion, to be argued in bankruptcy court Jan. 18,
alleges that Citizen's Chairman Marion E. Lowery improperly took
$3.6 million out of FiData less than two years before bankruptcy.
The bank charges in its court filing that Lowery used the
withdrawn funds "to pay his personal obligations."  As a result of
the withdrawals, Tennessee Commerce charges that FiData "was
unable to pay creditors in a timely manner and has been on the
verge of being shut down by certain critical vendors."

Mr. Rochelle relates that the bank says it's owed $19.2 million.
The bank said it believes the FiData stock, representing
collateral for the loan, is worth less than the debt. When the
loan went into default, the bank began exercising voting rights
and removed the FiData board in August.

                       About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II presides over the case.  Robert J.
Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Marion Ed Lowery, a former owner of Peoples
State Bank of Commerce of Nolensville and various other entities,
serves as chairman of the company.  He signed the Chapter 11
petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq. -- dhouston@burr.com -- at Burr & Forman LLP.
Counsel to Legends Bank may be reached at dsmall@nashvillelaw.net


CLARE OAKS: Ill. Retirement Community Files for Chapter 11
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Clare Oaks, a continuing-care community with 317
units and beds, filed for Chapter 11 reorganization (Bnakr. N.D.
Ill. Case No. 11-48903) on Dec. 5 in Chicago.

The not-for-profit facility has 164 independent living units, 17
assisted living units, 16 memory care units, and 120 skilled
nursing beds.  The Bartlett, Illinois, campus is 41 acres (17
hectares).

The petition says assets are $107.2 million and debt totals $136.9
million.

The Sisters of St. Joseph of the Third Order of St. Francis
developed the project and own the land.

According to the report, as with other senior facilities seeking
bankruptcy protection recently, Clare Oaks blamed financial
problems on the difficulty prospective residents have in selling
their homes and the decline in retirees' investment portfolios.

The project was financed with $112.7 million in bonds issued
through the Illinois Finance Authority. Construction
began in 2006.


CLEARWIRE CORP: Chesapeake Owns 5.4% of Class A Shares
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Chesapeake Partners Management Co., Inc., and its
affiliates disclosed that, as of Oct. 13, 2011, they beneficially
own 13,840,269 shares of Class A common stock of Clearwire
Corporation representing 5.4% of the shares outstanding.  A full-
text copy of the filing is available at http://is.gd/ZdF0ZY

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company also reported a net loss attributable to Clearwire
Corporation of $480.48 million on $891.59 million of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss
attributable to Clearwire of $359.42 million on $359.95 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $8.76
billion in total assets, $5.15 billion in total liabilities and
$3.61 billion in total stockholders' equity.

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CONTESSA PREMIUM: To Seek Confirmation of Plan at Dec. 15 Hearing
-----------------------------------------------------------------
On Nov. 4, 2011, the U.S. Bankruptcy Court for the Central
District of California approved the Second Amended Disclosure
Statement describing Contessa Premium Foods, Inc.'s Chapter 11
Plan of Liquidation dated Nov. 3, 2011.

The Debtor will seek confirmation of its Plan at a hearing on
Dec. 15, 2011, at 2:30 p.m.

The Voting Record Date will be Oct. 11, 2011.  The Court fixed
Dec. 9, 2011, as the Voting Deadline and Confirmation Objection
Deadline.  The Deadline for Debtor's Brief/ Reply in support of
Confirmation is Dec. 12, 2011.

The Plan is a liquidating plan.  The Plan's objective is to
liquidate (as applicable) and distribute all Assets to Holders of
Allowed Claims and Allowed Unclassified Claims.  Interest Holders
will not receive or retain anything on account of their Interests
under the Plan.

The sources of all Distributions and payments under this Plan are
and will be Cash (i) held by the Debtor on the Effective Date, and
(ii) available after the Effective Date from, among other things,
and the liquidation of the Debtor's remaining Assets including the
prosecution or settlement of Causes of Action.

The Debtor and the Official Committee of Unsecured Creditors, as a
supporter of the Plan, both recommend that (a) Wells Fargo
Northwest, as the Holder of the Class 2a Claim, votes to accept
the Plan; and (b) the Holders of claims in Classes 3 and 4 vote to
accept the Plan.

Class 2a Claim consists solely of Claim 57 submitted by Wells
Fargo Northwest for rejection damages in connection with that
certain Aircraft Lease.  The Wells Fargo Aircraft Lease Claim will
be treated in one of the following two ways to be selected by
Wells Fargo Northwest:

(i) Wells Fargo Northwest, on account of the Wells Fargo Aircraft
Lease Claim, will be deemed (by the Plan and by Wells Fargo
Northwest voting to accept the Plan on its Class 2a Ballot) to
have an Allowed Class 2a Claim in the amount of $1,609,379, and
will receive in full satisfaction, settlement, release and
discharge of such Allowed Class 2a Claim (I) a single Cash payment
in the amount of $1,300,000 on the Effective Date, (II) plus a
full and complete release and exculpation under the Plan by
inclusion of Wells Fargo and Wells Fargo Northwest as a Debtor
Released Party, Exculpation Party, and Released Party; or

(ii) Wells Fargo Northwest, on account of any Wells Fargo Aircraft
Lease Claim that ultimately becomes an Allowed Class 2a Claim,
will receive in full satisfaction, settlement and discharge of the
Allowed Class 2a Claim (if any) a Cash payment equal to the
Allowed Class 2a Claim amount within thirty (30) days after such
Class 2a Claim becomes an Allowed Class 2a Claim (or soon
thereafter as is practicable).

Class 2(a) is Impaired and Entitled to Vote ? if Claimant accepts
lesser treatment.  Class 2(a) is Unimpaired and Not Entitled to
Vote ? if Claimant does not accept lesser treatment.

General Unsecured Claims in Class 3 is Impaired and Entitled to
Vote.  General Unsecured Claims in Class 3 will be treated in one
of the following two ways (and the Class 3 Ballots will reflect
such choice):

(i) Allowed Class 3a Claim.  Each Holder of a General Unsecured
Claim in Class 3 that affirmatively elects to be treated as a
Class 3a Claim will receive (I) a single Cash payment equal to at
least 75% of such Allowed Class 3a Claim on the Effective Date,
and (II) a full and complete waiver and release by the Debtor of
all Causes of Action as may exist against such Holder; or

(ii) Allowed Class 3b Claims.  All other Holders of General
Unsecured Claims in Class 3, including each Holder of a Class 3
Claim that (a) does not vote for or against the Plan, (b) is
deemed to have rejected the Plan, or (c) has rejected the Plan or
has not made the election to be treated as a Class 3a Claim, will
be deemed to be a Class 3b Claim.

Each Holder of a General Unsecured Claim in Class 3b will receive
Cash payments in an amount equal to such Holder's Pro Rata share
of Distributable Cash, with an initial payment (estimated to be
35% of such Holder's Allowed Class 3b Claim) on the later of (x)
14 days after the Effective Date and (y) 30 days after such Class
3 Claim becomes an Allowed Class 3b Claim, followed by additional
Pro Rata payments of Distributable Cash on a quarterly basis no
later than 10 Business Days after the end of each calendar
quarter, commencing with the first full calendar quarter in 2012,
and continuing thereafter until either all Allowed Class 3b Claims
are paid in full or no additional Distributable Cash is available
to pay Allowed Class 3b Claims.

Allowed Class 3a Claims and Allowed Class 3b Claims will not
include Postpetition Interest nor include any Penalty on such
Claims.

Subordinated Allowed General Unsecured Claims in Class 4,
estimated to be $12,225,000, are Impaired and Entitled to Vote.
Each holder of an Allowed Class 4 claim will receive an amount
equal to such Holder's Pro Rata Share of Distributable Cash, if
any, following payment in full of all Allowed Class 3a and 3b
Claims.

Allowed Class 4 Claims will not include Postpetition Interest nor
include any Penalty on such Claim.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/contessapremium.dkt586.pdf

                     About Contessa Premium

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Craig A.
Wolfe, Esq., and Jason R. Alderson, Esq., at Kelley Drye & Warren
LLP, in New York, represent the Debtor as counsel.  Jeffrey N.
Pomerantz, Esq., and Jeffrey W. Dulberg, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, serve as conflicts counsel for
the Debtor.  Scouler & Company, LLC, serves as financial advisors.
Imperial Capital, LLC, serves as investment banker.  Holthouse
Carlin & Van Trigt LLP serves as auditors and accountants.  The
Debtor scheduled $49,370,438 in total assets and $35,305,907 in
total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP.  FTI Consulting
Inc. serves as its financial consultants.

Contessa Premium obtained authority from the U.S. Bankruptcy Court
for the Central District of California to change its name to
"Contessa Liquidating Co., Inc."  The Court previously approved
the sale of substantially all of its assets to Premium Foods
Acquisition, Inc., for approximately $51,000,000 on Jul. 15, 2011.


CYBERDEFENDER CORP: Amends Form S-1 Registration Statement
----------------------------------------------------------
CyberDefender Corporation filed with the U.S. Securities and
Exchange Commission amendment no. 1 to Form S-1 registration
statement relating to the Company's commitment offering of an
unspecified number of shares of common stock.  The proposed
maximum aggregate offering price is $18.18 million.

The Company's common stock is quoted on the Nasdaq Global Market
under the ticker symbol "CYDE."  On Nov. 21, 2011, the closing
price of the Company's common stock was $0.41 per share.

The Company's Board of Directors has approved an amendment to the
Company's Certificate of Incorporation that would permit a reverse
split of the Company's issued and outstanding common stock.  If
the amendment is approved by the Company's stockholders at a
Special Meeting to be held on Jan. 5, 2012, the Company's Board of
Directors will have the authority to effect a reverse split of the
Company's issued and outstanding common stock at a ratio in the
range of between 1-for-2 and 1-for-10.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/CPKfTj

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company reported a net loss of $17.58 million on $39.88
million of total net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $31.21 million on $31.93 million
of total net revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$7.96 million in total assets, $42.54 million in total
liabilities, and a $34.58 million total stockholders' deficit.

                        Bankruptcy Warning

During the third quarter, the Company closed two private offerings
of subordinated convertible promissory notes to accredited
investors, totaling $3.2 million with a commitment for another
$2.0 million.  The Company believes, but cannot insure, that the
$5.2 million will be sufficient to permit the Company to continue
to operate until it can secure the additional financing that it
requires to continue to operate as a going concern and to repay
the approximately $11.7 million of debt owed to GR Match, LLC, due
on March 31, 2012.  The accompanying financial statements have
been prepared assuming that the Company will continue as a going
concern; however, if additional financing is not secured, it would
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company is presently engaged in active discussions with
existing and prospective investors to secure additional financing,
but there are no commitments at this time and the Company can give
no assurance that the additional financing can be secured on
favorable terms, or at all.  If the Company cannot obtain
additional financing, the Company may be forced to further curtail
its operations, or possibly be forced to evaluate a sale of the
Company or consider other alternatives, such as bankruptcy.


DE TECHNOLOGIES: Files for Chapter 11 Bankruptcy
------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that DE Technologies Inc. filed for Chapter 11 protection
Dec. 5 so a bankruptcy judge could sort out a dispute with a
creditor.

DBR notes the company, founded by Ed Pool, in Blacksburg,
Virginia, has unsuccessfully fought expensive legal battles to
recover money from global shipping companies since the company's
controversial patent cleared in 2002 -- a patent DE Technologies
says entitles it to a small percentage of the value of transport
companies' international shipments.  DBR relates Mr. Pool's patent
grip was made possible by a 1998 appeals-court ruling that
determined that patents for business methods and processes are
valid.  Mr. Pool's patent covers software that computerizes the
entire trade process, including the creation of customs
declarations and shipping documents, along with services such as
insurance and letters of credit.

DBR recounts DE Technologies in 2004 filed its first major patent
infringement lawsuit against Dell, which later settled the dispute
by agreeing to pay a royalty-free license for an amount that Pool
wouldn't disclose.  Mr. Pool said his company settled another
lawsuit against what's now called FiftyOne Inc.  DBR also relates
DE Technologies is now fighting two other major global shipping
companies, International Checkout and IShopUSA Inc., for using the
patented process.

DE Technologies' petition estimated $10 million and $50 million in
assets and less than $10 million in debts.


DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Ratings
-----------------------------------------------------------
Fitch Ratings affirms the credit ratings of Digital Realty Trust,
Inc. (NYSE: DLR) and its operating partnership, Digital Realty
Trust, L.P., as follows:

Digital Realty Trust, Inc.

  -- Issuer Default Rating (IDR) at 'BBB';
  -- $277.4 million Redeemable Preferred Stock at 'BB+';
  -- $377.2 million Convertible Preferred Stock at 'BB+'.

Digital Realty Trust, L.P.

  -- IDR at 'BBB';
  -- $1.5 billion Unsecured Revolving Credit Facility at 'BBB';
  -- $1.4 billion Senior Unsecured Notes at 'BBB';
  -- $266.4 million Senior Unsecured Exchangeable Notes at 'BBB'.

The Rating Outlook is Stable.

The ratings affirmations reflect the solid performance of the
company's large datacenter portfolio.  The portfolio benefits from
favorable demand, high barriers to entry, as well as long-term
leases, and contributes towards improving fixed charge coverage.
Digital Realty also has a strong balance sheet, a deep bench in
terms of real estate and technical expertise professionals, and
good liquidity profile.

The ratings also take into account that the company is a niche
real estate investment trust (REIT) that continues to expand
domestically and internationally but that, by definition, is
exposed to the technology industry.  Technology industry
obsolescence and cycles can cause industry volatility, creating
vacancy, but also enable new entrants to fill empty space.  In
addition, the company has robust unencumbered asset coverage of
unsecured debt, but its access to secured debt for contingent
liquidity and financial flexibility may be more constrained than
for REITs in other commercial property sectors.

Positive demand drivers for datacenters include growth in data
storage and use by corporate enterprises, telecommunication
companies, providers of colocation (multi-tenant datacenter
product offered on the basis of individual racks or cages), and
other customers such as social networking sites.  Cloud computing
(shared resources provided to internet computing devices on
demand) and other changes in information technology are also
boosting datacenter demand, while expensive building costs limit
new supply.

In this context, leasing trends remain positive for Digital
Realty's Turn-Key Datacenters (TKD) that offer metered power to
various customers, as well as Powered Base Building (PBB) space
that enables tenants to build out their own datacenter facilities.
TKD and PBB lease renewal rates increased during the year-to-date
period ended Sept. 30, 2011, resulting in same-property net
operating income growth of 9.4%, 11.1% and 9.9% during 1Q'11,
2Q'11, and 3Q'11, respectively.  Tier1 Research, LLC projects that
datacenter revenue growth will continue on its current trajectory
during 2011-2013, which Fitch believes will provide opportunities
for Digital Realty to continue to increase rents and leasing up
space under construction.

Top tenants as of Sept. 30, 2011 were CenturyLink, Inc. (Fitch IDR
'BBB-' with a Stable Outlook) at 10.7% annualized rent, Facebook
Inc. at 4.1%, Equinix Operating Company, Inc. at 4%, TelX Group,
Inc. at 3.5%, and Morgan Stanley (Fitch IDR 'A-' on Rating Watch
Negative) at 3.5%.  Exposure to top tenants is declining via
acquisitions, and CenturyLink's acquisition of Savvis in July 2011
improved the credit profile of Digital Realty's top tenant, both
of which Fitch views positively.

Digital Realty's remaining lease term was seven years and weighted
average original lease term was 13.7 years as of Sept. 30, 2011,
providing cash flow predictability absent tenant bankruptcies.
The company also has a staggered lease expiration schedule.  As of
Sept. 30, 2011, 1.9%, 5.1%, and 9.2% of annualized rent was
scheduled to expire in 4Q'11, full year 2012 and full year 2013,
respectively.

The company's fixed charge coverage ratio (recurring operating
EBITDA less recurring capital expenditures less straight-line rent
adjustments divided by total interest incurred and preferred
dividends) was 2.8 times (x) for the trailing 12 months ended
Sept. 30, 2011, up from 2.4x and 2.2x in 2010 and 2009,
respectively.  Fitch projects continued mid-to-high single same-
store NOI growth, along with acquisitions in the 8% to 9%
capitalization rate range and a gradual lease-up of construction
in progress, to result in fixed charge coverage approaching 3.0x
over the next 12-to-24 months.

In a downside case where the majority of the company's current
development pipeline remains unleased, fixed charge coverage would
decline from current levels but remain above 2.5x, which would be
adequate for the current rating.  In a more adverse case not
anticipated by Fitch whereby tenant bankruptcies result in a 10%
decline NOI, fixed charge coverage would fall just below 2.5x,
which would be weak for the current rating.

Digital Realty has low leverage for a REIT with net debt to
recurring operating EBITDA of 4.6x as of Sept. 30, 2011 compared
with 5.4x and 4.5x as of Dec. 31, 2010 and Dec. 31, 2009.
Improvements stem from a normalized run rate of earnings from the
Rockwood Capital/365 Main portfolio that DLR acquired in July 2010
for $725 million funded in part with proceeds from a $377.1
million common stock offering in June 2010 and a five-year senior
unsecured notes issuance for net proceeds of $371 million in July
2010.  Fitch anticipates that leverage will remain in the mid 4x
to 5x range as the company continues to utilize a combination of
debt and equity issuance to fund acquisitions and development.

In a downside case where the majority of the company's current
development pipeline remains unleased, leverage would approach
5.0x in the near term.  In a more adverse case not anticipated by
Fitch whereby tenant bankruptcies result in a 10% decline NOI,
leverage would rise above 5.0x. Both of these downside leverage
levels would remain appropriate for the rating.

Digital Realty's management team has a good track record of
acquiring and developing assets with attractive returns, as well a
technical staff focused on operating efficiencies.  For example,
the company improved the efficiency of cooling towers in the
Rockwood Capital/365 Main portfolio by providing additional IT
load, which generated incremental revenue.

The company has a strong liquidity position. As of Sept. 30, 2011,
the company's base case liquidity coverage ratio assuming no
additional capital raises is 3.9x for Oct. 1, 2011 to Dec. 31,
2013.  Fitch calculates base case liquidity coverage as liquidity
sources (unrestricted cash, availability under the company's $1.5
billion global unsecured credit facility that closed on Nov. 3,
2011, and projected operating cash flow after dividends and
distributions), divided by liquidity uses (debt maturities and
projected recurring capital expenditures).  Assuming 80% of
secured debt maturities are refinanced during this period, which
is conservative given the high debt yields on the company's
upcoming mortgage maturities, liquidity coverage would be even
stronger at 10.3x.  When including expected direct project costs
to be spent for DLR's construction projects in progress as a
liquidity use, base case liquidity coverage remains good at 1.8x.
However, the company's construction in progress was only 28.2%
leased as of Sept. 30, 2011.  While this entails material lease-up
risk, the company a track record of stabilizing occupancy fairly
quickly.

While the company's metrics are strong for a 'BBB' IDR, the rating
takes into account the company's exposure to the technology
market. DLR went public in 2004 several years after the dot com
bubble burst and has experienced a favorable technology
environment through economic cycles.  Moreover, uncertainties
lurk, such as the risk that DLR's more successful tenants choose
to develop their own datacenters, as opposed to lease space from
the company.

DLR's top five markets are Silicon Valley (13.7% of annualized
rent as of Sept. 30, 2011), Northern Virginia (10.7%), the New
York metropolitan region (9.6%), San Francisco (9.5%), and Chicago
(9.5%).  The company continues to expand in Europe and across the
Asia-Pacific, including Singapore and Australia, to take advantage
of datacenter needs.  This expansion should provide a broader
tenant base and the potential for above-average investment
returns.

As of Sept. 30, 2011, DLR's portfolio consisted of 98 properties
excluding two joint venture properties, of which 70 were
unencumbered.  Unencumbered assets (trailing 12 months ended Sept.
30, 2011 unencumbered NOI divided by a stressed capitalization
rate of 10%) to unsecured debt was 2.3x, which is solid for a
'BBB' IDR.  However, the company's access to secured debt for
contingent liquidity may be more constrained than for REITs in
more conventional commercial property sectors given the less-
proven nature of the asset class through cycles.  That being said,
the covenants in the company's credit agreements do not restrict
DLR's financial flexibility.

The Stable Outlook reflects Fitch's projection that fixed charge
coverage will approach 3x, that leverage will remain approximately
in the mid-4x range, and that the company will continue its
gradual tenant and asset diversification via acquisitions and
development.

The two-notch differential between Digital Realty's IDR and
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BBB'. Based on Fitch Research
on 'Rating Hybrid Securities,' dated July 28, 2011, these
preferred securities are deeply subordinated and have loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

Fitch does not anticipate positive rating momentum over the near
term.  However, the following factors may have a positive impact
on Digital Realty's ratings and/or Outlook:

  -- Fixed charge coverage sustaining above 3.0x (fixed charge
     coverage ratio was 2.8x for the trailing 12 months ended
     Sept. 30, 2011);
  -- Net debt to recurring operating EBITDA sustaining below 4.5x
     (leverage was 4.6x as of Sept. 30, 2011);
  -- Increased mortgage lending activity in the datacenter sector;
  -- Broader tenant and asset diversification.

The following factors may have a negative impact on Digital
Realty's ratings and/or Outlook:

  -- Fixed charge coverage sustaining below 2.5x;
  -- Net debt to recurring operating EBITDA sustaining above 6.0x;
  -- Base case liquidity coverage sustaining below 1.0x.

Digital Realty is an equity REIT with $6.6 billion in
undepreciated book assets, an equity market capitalization of $6
billion and a total market capitalization of $9.4 billion as of
Sept. 30, 2011.  As of Sept. 30, 2011, Digital Realty's portfolio
consisted of 98 properties, excluding two properties held as
investments in unconsolidated joint ventures, of which 82 are
located throughout North America, 15 are located in Europe and one
is located in Asia


DIGITILITI INC: J. Scheetz Resigns as Interim President and CEO
---------------------------------------------------------------
Effective Dec. 1, 2011, and in accordance with the terms of the
Junior Secured Convertible Promissory Note and Warrant Purchase
Agreement entered into on June 28, 2011, between Digitiliti, Inc.,
and certain Investors, Jack B. Scheetz resigned as the Company's
Interim President and Chief Executive Officer, as contemplated by
Mr. Scheetz employment agreement.  Mr. Scheetz will remain a
member of the Company's Board of Directors and plans to have a
continuing active role with the Company in its strategic
developments.

Effective Dec. 1, 2011, David Macey became the Company's President
and Chief Executive Officer and was elected to the Company's Board
of Directors.  Mr. Macey served as Chief Executive Officer of
SwiftKnowledge, Inc., since 2010.  From 2008 until the sale of
McAfee, Inc., in 2010, Mr. Macey served as vice president and
general manager of McAfee Inc.'s industry-leading, $300 million
Web and Email Security business unit, where he grew the business
unit's revenue by 19 percent year-over-year and was responsible
for its engineering, product management and product marketing
functions.  During 2008, Mr. Macey served as vice president and
general manager of the $100 million Secure Web Gateway division of
Secure Computing, where he increased the division's revenue by 45
percent year-over-year, achieved top market share in the web
security appliance segment for International Data Corp.'s 2008
ranking, and implemented new product development and quality
assurance processes.  Secure Computing was sold to McAfee in 2008.
From 2003 to 2007, Mr. Macey served as vice president of
enterprise content management sales at Oracle Corp. and executive
vice president of international operations at Stellent, Inc. -
which was acquired by Oracle in March 2007 - where he grew
international sales by more than 100 percent during a 36-month
period. Before joining Stellent, Mr. Macey was the chairman and
chief technology officer for Millennium Communications Corp., a
regional U.S. Internet services provider.  Overall, Mr. Macey
brings more than 17 years of industry experience to his role as
President and CEO of the Company.

In connection with his appointment, Mr. Macey and the Company
executed an Employment Agreement that identifies a base salary of
$190,000 per year along with the opportunity to receive
performance incentive bonuses of up to $120,000 during 2012, along
with discretionary performance bonuses as determined by the
Company's Compensation Committee.  In addition, Mr. Macey will be
granted an option on Dec. 31, 2011, to purchase 4,000,000 shares
of the Company's common stock with the exercise price equaling the
closing price of the Company's common stock on Dec. 31, 2011.  The
vesting of these performance options are conditioned on Mr. Macey
meeting or exceeding certain revenue targets to be agreed to
between Mr. Macey and the Company's Board of Directors.

Kedar R. Belhe provided notice to Digitiliti reflecting his
resignation as a member of the Company's Board of Directors in
order to pursue unrelated business opportunities.  Mr. Belhe had
no disagreements with the Company and his contributions as a
member of the Company's Board of Directors have been a great value
to the Company.  Mr. Belhe's resignation from the Company's Board
of Directors includes the resignation of his Chairmanship of the
Compensation Committee and his membership on the Nominating and
Governance Committee.

                       About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.

The Company reported a net loss of $6.41 million on $2.14 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $5.17 million on $3.19 million of revenue during the prior
year.

The Company also reported a net loss of $2.29 million on
$1.39 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.26 million on $1.71 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.49 million in total assets, $3.64 million in total liabilities,
and a $2.15 million total stockholders' deficit.

As reported by the TCR on April 18, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered losses from operations and has a working
capital deficit.


DIVERSEY HOLDINGS: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sturtevant, Wis.-based Diversey Holdings Inc. and its
operating subsidiary Diversey Inc. to 'BB' from 'B+' and removed
it from CreditWatch with positive implications, where S&P placed
it on June 1, 2011. The outlook is stable. The upgrade follows
the close of Diversey's acquisition by Sealed Air Corp.
(BB/Stable/--).

"We subsequently withdrew the corporate credit and issue-level
ratings on Diversey at the company's request following the
repayment of its rated debt in conjunction with the acquisition,"
said Standard & Poor's credit analyst Liley Mehta.

"We raised our corporate credit rating on Diversey and removed it
from CreditWatch to reflect our view that its credit quality is
now aligned with Sealed Air following the recent completion of
Sealed Air's purchase of Diversey. Immediately thereafter, we
withdrew all ratings on Diversey at the company's request."


DYNEGY INC: Units To Exit In 2012 Under Leverage Load
-----------------------------------------------------
Dynegy Inc.'s plan to save five of its affiliates from bankruptcy
protection in 2012 will leave the Company with debt that is 12
times its earnings before interest, taxes, depreciation and
amortization, up from 8.9 times from last year, Bloomberg News'
Carla Main says.

According to the report, Dynegy Inc.'s plan will put the
company's leverage at twice that of Calpine Corp. when it emerged
from Chapter 11, burdening shareholders with debt payments that
may cost them control of the business.

Dynegy's strategy to place its subsidiaries into bankruptcy gave
bondholders securities worth approximately 90% of their current
holdings, including $2.1 billion of convertible notes, the report
said.  The bondholders will get 97% of the company if it cannot
earn enough money to redeem the securities before 2016, the
report further noted.

"It should be extremely difficult for them to refinance or repay
those notes," Angie Storozynski, a New York-based analyst for
Macquarie Capital USA, told Bloomberg in a telephone interview
Nov. 16.  "Even if credit markets open up there shouldn't be too
many creditors willing to lend money to a company like Dynegy."

Dynegy has posted losses in the last six quarters.  Dynegy
expects to improve EBIDTA through fixed-cash cost reductions,
increasing plant capacity and "balance sheet efficiency," Katy
Sullivan, a company spokeswoman, said in an e-mail to Bloomberg.
The company has about $1.5 billion of cash, Ms. Sullivan also
said.

Bloomberg noted that since Dynegy missed a Nov. 1 interest
payment its stock has fallen 79 cents to $2.61 through Nov. 17,
erasing about $96.9 million in market value.  The company's three
largest bonds have risen between 3 cents and 5 cents on the
dollar over the same time period, adding $127 million of value to
investors, the report further noted.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


DYNEGY INC: Amends Articles of Incorporation & Code of Ethics
-------------------------------------------------------------
On November 17, 2011, the Board of Directors of Dynegy Inc.
adopted and approved the Third Amended and Restated Bylaws of
Dynegy, according to a Form 8-K filed with the U.S. Securities
and Exchange Commission on the same date.

The amendment and restatement was effective immediately and
contains changes, which:

  * clarify the requirements of when Dynegy may hold its annual
    meeting;

  * delete references to "Class A" common stock and "Class A"
    directors consistent with Dynegy's Second Amended and
    Restated Certificate of Incorporation; and

  * clarify the duties of the chairman of the board as well as
    clarify that the chairman of the board may be selected to
    serve as the lead director if he or she meets the applicable
    criteria.

On the same SEC filing, Dynegy also disclosed that on Nov. 16,
the Board's Audit and Compliance Committee approved amendments to
the Code of Ethics for Senior Financial Professionals.  The
amendments were effective immediately and contain changes which:

  * add a guideline that each Senior Financial Professional is
    expected to "promptly bring to the attention of the Audit
    and Compliance Committee any information concerning
    significant deficiencies in the design or operation of
    internal controls;" and

  * add a statement: "Any waiver and any amendment to this Code
    of Ethics shall be considered by the Audit and Compliance
    Committee, and all such waivers and amendments shall be
    disclosed as required by law."

A full-text copy of the Form 8-K is available for free at:

              http://researcharchives.com/t/s?774f

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


EASTERN/505: Sec. 341 Creditors' Meeting Set for Jan. 12
--------------------------------------------------------
The U.S. Trustee in Dallas, Texas, will hold a meeting of
creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of Eastern/505 L.P., dba 505 Cedar Creek Ranch Club, on Jan. 12,
2012, at 9:30 a.m. at FTW 341 Rm 7A24.

Proofs of claim are due by April 11, 2012.

Meanwhile, the Debtor is required to file complete schedules of
assets and liabilities and statement of financial affairs as well
as a list of its 20 Largest Unsecured Creditors by Dec. 19, 2011.

Arlington, Texas-based Eastern/505 L.P., dba 505 Cedar Creek Ranch
Club, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No.
11-46767) on Dec. 5, 2011.  Judge Russell F. Nelms oversees the
case.  Howard Marc Spector, Esq. -- hspector@spectorjohnson.com --
at -- Spector & Johnson, PLLC, serves as the Debtor's counsel.  In
its petition, the Debtor estimated assets of $10 million to $50
million and debts of $1 million to $10 million.  The petition was
signed by Thomas Cooper, manager of general partner.


EVERGREEN SOLAR: Completes Sale of Claims Against Lehman
--------------------------------------------------------
On Dec. 1, 2011, Evergreen Solar, Inc., completed its sale of the
Company's claims against Lehman Brothers International Europe and
Lehman Brothers Holdings Inc. arising out of (a) the Share Lending
Agreement between Lehman Brothers International (Europe) and the
Company, dated June 26, 2008, and (b) Guarantee of Lehman Brothers
Holdings Inc. of the Share Lending Agreement between Lehman
Brothers International (Europe) and the Company, dated June 26,
2008.

As reported in the TCR on Nov. 22, 2011, the LBIE Claims were sold
pursuant to the Assignment of Claim Agreement, dated as of
Nov. 10, 2011, by and among the Company and ES Purchaser, LLC, an
entity formed by certain holders of its 13% Convertible Senior
Secured Notes due 2015, or its permitted assigns, as purchaser.
The aggregate consideration received by the Company for the sale
of the LBIE Claims was $21,500,000 in the form of a credit bid
from the LBIE Claims Purchaser.

The sale was conducted pursuant to Sections 105, 363 and 365 of
the United States Bankruptcy Code and was approved by the United
States Bankruptcy Court for the District of Delaware on Nov. 10,
2011.

A copy of the Assignment of Claim Agreement, dated Nov. 10, 2011,
between the Company and ES Purchaser, LLC, is available for free
at http://is.gd/3REG5G

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.

At an auction in November, Evergreen Solar sold some of its core
assets to Max Era Properties Limited.


FIDELITY NATIONAL: S&P Affirms 'BB' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Jacksonville, Fla.-based Fidelity National
Services Inc. (FIS). The outlook is stable.

"We also affirmed our 'BBB-' issue-level ratings on FIS' senior
secured credit facility with a recovery rating of '1', and our
'BB-' issue level rating on FIS' unsecured notes with a recovery
rating of '5'. Total debt outstanding will remain unchanged. The
'1' recovery rating on the senior secured debt and the '5'
recovery rating on the unsecured notes remain unchanged," S&P
said.

"The rating reflects our expectation that FIS will maintain
consistent profitability, based on our view of the company's good
market position and improved operating scale," said Standard &
Poor's credit analyst Molly Toll-Reed. "The rating also
incorporates our expectation that an acquisitive growth strategy
and historically aggressive financial policy could limit
improvements in FIS' financial profile. FIS is a leading global
provider of core financial institution processing, card issuer,
and transaction processing and outsourcing services," S&P said.

"The stable outlook reflects FIS' diversified and recurring
revenue model. Given the company's cash-generating ability, FIS
has the capacity to reduce debt leverage and achieve a higher
corporate credit rating. We could raise the rating based on FIS
management establishing of a more moderate financial policy, with
a commitment to maintain leverage at about 3x. However, we could
lower the rating if the company adopts a more aggressive
acquisition or shareholder-friendly strategy, with leverage
sustained in excess of 4x," S&P said.


FILENE'S BASEMENT: Syms Cancels Fifth Avenue Lease, Pays $2.6MM
---------------------------------------------------------------
The Bankruptcy Court will convene on Dec. 28 to consider a request
by Syms Corp. to pay $2.6 million to 530 Fifth Acquisitions LLC as
part of the Debtor's termination of a lease for retail space at
530 Fifth Avenue, in New York.  The term of the Lease was slated
to expire Aug. 1, 2026.

The funds are currently in escrow under an agreement among Syms,
the Landlord, and Royal Abstract of New York, LLC, as Escrow
Agent.

Following the deterioration of its business and economic
condition, Syms determined that opening a new store in the Leased
Space would not be in the best interests of Syms or its
stakeholders.  Syms further determined, with the assistance of
advice provided by its advisor Cushman & Wakefield, that attempts
to assign the Lease on terms beneficial to Syms would likely prove
futile.  In August 2011, Syms -- with Cushman's assistance --
entered into negotiations with the Landlord to terminate the
Lease.

The negotiations proved difficult and were not solely focused upon
the terms of an early Lease termination.  The Landlord argues that
events of default had occurred and were continuing under the
Lease.  Syms disputes this.

The negotiations also included discussions with 530 Holdings LP,
which had entered into an agreement with the Landlord to purchase
the property.  Syms, the Landlord, and the Purchaser eventually
reached a consensual resolution of their differences and entered
into a settlement agreement.

The Debtors are seeking to hire Cushman & Wakefield, Inc. as their
real estate broker and Cushman & Wakefield Securities, Inc. as the
Debtors' real estate financial advisor.  Syms will pay Cushman a
broker's fee upon the closing of the Settlement based on 50% of
one full standard commission rate, which fee is estimated to be
roughly $698,000.

The $2.6 million represents less than one year of base rent under
the Lease, would be in full satisfaction of Syms' obligations
under the Lease provided that the Landlord's lenders consent to
the Settlement Agreement by 5:00 p.m. New York time on Dec. 30,
2011.

The Landlord's Lenders are (a) Green Loan Services, LLC as special
servicer on behalf of U.S. Bank National Association as current
Trustee for the Registered Holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series WBCMT 2006-C25 under a Mortgage Loan in the original
principal amount of $200,000,000 made by Wells Fargo Bank
Minnesota, N.A. to 530 Fifth Acquisitions LLC and (b) SL Green 530
Funding LLC as holder and lender of the entire Mezzanine Loan in
the original principal amount of $25,000,000 made by Wachovia
Bank, National Association to 530 Fifth Mezzanine LLC.

                       About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Committee Taps Hahn & Hessen as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of Filene's Basement, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to retain Hahn &
Hessen LLP as co-counsel effective as of Nov. 8, 2011.

As the Committee's co-counsel, H&H will, among other things:

   a) rendering legal advice to the Committee with respect
      to its duties and powers in this case;

   b) assisting the Committee in its investigation of the
      acts, conduct, assets, liabilities and financial
      condition of the Debtors, the operation of the
      Debtors' businesses, the desirability of continuance
      of such businesses and any other matters relevant to
      these cases or to the business affairs of the Debtors;

   c) advising the Committee with respect to any proposed
      sale of the Debtors' assets or a sale of the Debtors'
      business operations and any other relevant matters;

   d) advising the Committee with respect to any proposed
      plan of reorganization or liquidation and the
      prosecution of claims against third parties, if any,
      and any other matters relevant to the cases or to
      the formulation of a plan of reorganization or
      liquidation; and

   e) assisting the Committee in requesting the appointment
      of a trustee or examiner pursuant to section 1104 of
      the Bankruptcy Code, if necessary and appropriate.

H&H has agreed to represent the Committee and to be compensated at
its customary rates for services rendered and for actual expenses
incurred.

Mark T. Power, a member of H&H, attests that the firm is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Syms Bows to Concern of Unit's Insolvency
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and subsidiary Filene's Basement LLC bent
to comments from the two official committee by recognizing the
possibility that Syms maybe solvent while Filene's could be
insolvent.

Mr. Rochelle relates that Syms filed under Chapter 11 on Nov. 2
believing the liquidation of the retailing businesses will leave
money left over for shareholders.  The stock market evidently
agrees, because the shares rose 19 cents Dec. 7 to $11.65 in over-
the-counter trading.

Mr. Rochelle also reports that after bankruptcy, the notion
surfaced that Filene's may be insolvent, that is, unable to pay
its creditors in full from the sale of its own assets.  Syms
agreed to modify the so-called cash-management order by inserting
a provision to require treating advances by one company to the
other as post-bankruptcy administrative expenses that must be paid
in full.  The change will be up for hearing on Dec. 21 in U.S.
Bankruptcy Court in Delaware.

The Dec. 7 closing price was the highest since bankruptcy.  The
day of bankruptcy, the stock rose 27% to $9.72.  The stock slumped
to $7.90 on Nov. 14, to rise since then.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FIRST NIAGARA: Fitch Expects to Rate Preferred Stock at 'B+'
------------------------------------------------------------
Fitch Ratings has placed the long-term and short-term Issuer
Default Ratings (IDR) of First Niagara Financial Group, Inc.
(FNFG) and its subsidiaries on Rating Watch Negative.

Fitch's placement of FNFG's ratings on Rating Watch Negative
reflects the company's recent announcement that it is altering the
mix of financing for the deal to purchase the upstate NY branches
of HSBC for approximately $1 billion.  The company had expected to
finance the deal with about a $750-$800 million equity raise and
$350-400 million subordinated debt issuance.

The new financing structure includes a reduced common equity raise
of $450-500 million, preferred issuance of $350-400 million and
subordinated debt issuance of $300 million.  The change in the mix
of financing reflects market volatility since the deal was
announced.  In conjunction with this change, FNFG has also cut its
dividend by 50%.

In resolving the Rating Watch, Fitch will focus on FNFG's ability
to integrate this transaction as well as progress on previous
deals.  It will also encompass FNFG's ability to make required
asset dispositions of approximately $4 billion and the ability to
meet longer-term capital targets.

Fitch had affirmed the ratings of FNFG on the acquisition
announcement based on the view that this transaction could enhance
FNFG's franchise and market share in its main footprint, carried
minimal credit risk, and that the proposed financing structure and
capital implications were manageable within the current ratings.
However, Fitch considers the revised pro forma capital structure,
with TCE and Tier 1 Common of 5.0% and 7.5%, respectively, to be a
material change and therefore puts pressure on the current
ratings.

Fitch recognizes that FNFG's balance sheet is more heavily
weighted towards securities at 39% of total assets, thus its pro
forma capital ratios compare less favorably under straight
leverage measures such as tangible common equity to tangible
assets to similarly rated peers.  Using risk-adjusted measures,
FNFG's capital levels look more comparable.  Nonetheless, Fitch
regards the change in financing to be more aggressive than
previously assumed and creates additional financial burdens on the
institution, namely the additional $700 million debt burden from
the preferred and subordinated debt issuance.

Ratings could be affirmed at the current levels if Fitch believes
FNFG is able to successfully integrate its recent acquisitions
from a strategic, operational and managerial perspective, while
maintaining consistent-to-improving operating performance and
restoring capital levels.  Conversely, ratings could be negatively
affected if Fitch concludes that capital levels are not likely to
improve as forecasted or asset dispositions take longer than
anticipated or are at different values than originally assumed.

As part of FNFG's revised capital plans, it has announced plans to
issue new subordinated debt and preferred stock.  Fitch expects to
assign a 'BBB-' to the subordinated debt and a 'B+' rating to the
Non-Cumulative Perpetual Preferred Stock issuance.  These ratings
would be issued under proposed criteria articulated in Fitch's
exposure draft, 'Rating Bank Regulatory Capital Securities'
released July 28, 2011.

Based in Buffalo, NY, First Niagara Financial Group, Inc. is the
parent of First Niagara Bank and offers retail, consumer and
business banking products, as well as insurance, brokerage,
investment advisory and trust services, through its financial
services subsidiaries.  The bank had $31.2 billion of assets and
$19.6 billion of deposits as of Sept. 30, 2011 and 332 branches
throughout upstate New York, Pennsylvania, Connecticut, and
Western Massachusetts.

Fitch has placed the following ratings on Rating Watch Negative:

First Niagara Financial Group, Inc

  -- Long-term IDR at 'BBB';
  -- Short-Term IDR at 'F2';
  -- Senior Unsecured at 'BBB'
  -- Viability at 'bbb'.
  -- Individual Rating at 'B/C'.

First Niagara Bank

  -- Long-term deposits at 'BBB+';
  -- Long-term IDR at 'BBB';
  -- Short-term deposits at 'F2';
  -- Short-term IDR at 'F2';
  -- Viability at 'bbb';
  -- Individual rating at 'B/C'.

First Niagara Commercial Bank

  -- Long-term deposits at 'BBB+';
  -- Long-term IDR at 'BBB';
  -- Short-term deposits at 'F2';
  -- Short-term IDR at 'F2';
  -- Viability at 'bbb';
  -- Individual rating at 'B/C'.

Fitch expects to assign the following ratings:

First Niagara Financial Group, Inc

  -- Preferred stock at 'B+';
  -- Subordinated debt at 'BBB-';

Fitch has affirmed the following ratings

First Niagara Financial Group

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

First Niagara Bank

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

First Niagara Commercial Bank

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


FIRST SECURITY: Michael Kramer Named CEO of FSGBank
---------------------------------------------------
Financial services veteran Michael Kramer has been named chief
executive officer of FSGBank, N.A., a $1.1 billion bank
headquartered in Chattanooga, Tennessee with 31 full-service
offices in eastern and middle Tennessee and northern Georgia.
FSGBank is the community bank subsidiary of First Security Group,
Inc.

"Mike has the relevant experience, dynamic leadership style, and
financial acumen to help this organization prosper and grow," said
First Security Group and FSGBank Lead Director Carol H. Jackson.
"We are delighted to welcome him aboard after an extensive
national CEO search."

Mr. Kramer most recently was managing director of Ridley Capital
Group, a private equity/merchant banking firm focused on financial
service companies.  He has more than 20 years of executive
leadership in commercial and retail banking, correspondent
banking, credit and risk management, treasury management services,
banking operations/technology and market management.

For the past decade he has focused on operational and credit
turnarounds in super-community and community banks, and has worked
extensively with regulatory agencies including the Federal Reserve
Bank and Office of the Comptroller of the Currency.

Mr. Kramer succeeds Roger Holley, who resigned as CEO in April
2011.  Mr. Kramer will also serve as a director of FSGBank,
subject to regulatory non-objection.

"I am very excited about the future of FSGBank," Mr. Kramer said.
"This is a company with a solid foundation, great possibilities
and excellent markets, which are all of the ingredients critical
to building a successful, profitable community bank.  We will
dedicate every resource to continuous improvement of the bank:
serving business and individual customers with the professional
service they deserve, while being efficient and productive.
Equally important, we expect FSGBank and its officers to be woven
into the fabric of our communities by supporting and serving with
some of the great non-profits that exist in our markets."

Prior to his tenure with Ridley Capital, Mr. Kramer was president
and CEO of Ohio Legacy Corporation, a bank holding company based
in Wooster, Ohio.  During his five-year tenure, he led a Board and
management reorganization, executing a successful credit
turnaround strategy and balance sheet transformation.  As a result
of the reorganization, the company was recapitalized by Excel
Bancorp.

From 1999 to 2004 he was chief operating officer and chief
technology officer at Evansville, Indiana-based Integra Bank
Corporation, where he led a team that transformed operating,
technology and product platforms.  His teams built the bank's
Treasury Management, Electronic Banking and Mortgage Banking
businesses.

Among other career highlights, Mike led the correspondent banking
practice at Cincinnati-based Star Bank, N.A., building the
practice into the second largest Correspondent Bank in Kentucky
and Ohio, was a member of the Strategic Advisory Board for
Fiserv/CBS from 2001 to 2004 and led various key initiatives with
Deluxe Corporation, a Fortune 500 financial services company.

Mr. Kramer and his wife Meg have been active on various boards in
the communities in which they've lived including the Canton
Symphony Orchestra, Main Street Wooster, North Coast Young Life,
Wooster Arts Jazz Festival and The BioHio Research and Development
Center Board.

He earned his undergraduate degree from Grove City College and has
served there as an Adjunct Professor of Entrepreneurship focusing
on Banking and Risk Management.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.

Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred losses from operations for the past two
years.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

According to the Company, its ability to continue as a going
concern is contingent upon its ability to devise and successfully
execute a management plan to develop profitable operations,
satisfy the requirements of the regulatory actions, and lower the
level of problem assets to an acceptable level.

The Company reported a net loss of $44.34 million on
$54.91 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $33.45 million on
$64.00 million of total interest income during the prior year.

The Company also reported a net loss of $14.53 million on
$32.85 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $33.01 million on
$42.53 million of total interest income for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.04 billion in total liabilities,
and $78.04 million in total stockholders' equity.


GARLOCK SEALING: Disputes Scientific Basis for Claims
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Garlock Sealing Technologies LLC began the process of
estimating mesothelioma claims to permit eventual confirmation
of the Chapter 11 plan filed in late November.  As before,
Garlock says present and future claims will be paid in full.

Mr. Rochelle relates that if Garlock convinces the judge at a
Jan. 12 hearing, the trial to estimate asbestos claims will begin
in December 2012.  In the meantime, asbestos sufferers must file
claims, and the parties will exchange documents and experts'
reports.  In court papers, the company argues that "independent
researchers" concluded that the type of encapsulated asbestos
contained Garlock's gaskets "could not become airborne in
sufficient amounts to cause disease." The company believes that
exposure from its products "was dwarfed" by other products
"typically used in proximity to gaskets."

The report relates that with regard to the number of bona fide
claims, Garlock predicts its evidence will show "a very small
percentage" of pending and future claims "could possibly be
supported by admissible evidence of substantial causation."
As to the amount of claims, Garlock argues the evidence will show
that manufacturers of other products should be responsible for
most claims.

According to the report, Garlock will oppose having its history of
settlements introduced into evidence at the estimation trial next
year.  Because mounting defense before bankruptcy was expensive,
Garlock says settlements weren't made based on the merit of the
claims.  Rather, Garlock said it made settlements before to avoid
the cost of trial.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GREEN PLANET: Semple Marchal Resigns as Accountants
---------------------------------------------------
Green Planet Group, Inc.'s Board of Directors received a letter
notifying the Company of the resignation of its independent
registered public accounting firm, Semple, Marchal & Cooper, LLP,
effective Nov. 29, 2011.

SMC's reports on the Company's consolidated financial statements
for the two years ended March 31, 2011, and 2010, contained an
explanatory paragraph regarding the uncertainty as to the
Company's ability to continue as a going concern.  Except for the
"going concern" qualification, SMC's reports on the Company's
consolidated financial statements for the two years ended
March 31, 2011, and 2010, did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to
audit scope or accounting principles.

Through the periods covering the financial audits for March 31,
2011, and 2010, and during any subsequent interim period through
the date of SMC's resignation, there have been no disagreements
with SMC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of SMC
would have caused them to make reference thereto in their report
on the financial statements (as defined in Item 304(a)(1)(iv));
however, SMC's resignation did state: "Our resignation is due to
the fact that we were not provided, on a timely basis, information
requested in regards to our review of the consolidated corporate
financial statements for the six month period ended September 30,
2011, as included in the Form 10-Q filing."

Through the periods covering the financial audits for March 31,
2011, and 2010, and during any subsequent interim period through
the date of SMC's resignation, there have been no reportable
events with the Company as set forth in Item 304(a)(1)(v) of
Regulation S-K.

                        About Green Planet

Green Planet Group, Inc., is engaged in the research, development,
manufacturing and distribution of a variety of products that
improve overall energy efficiency with a specific concentration on
petroleum based energy sources.  The Company currently has four
wholly owned operating subsidiaries, EMTA Corp, XenTx Lubricants,
Inc., White Sands, L.L.C., and Lumea, Inc.

The Company's balance sheet at Sept. 30, 2011, showed
$3.90 million in total assets, $20.96 million in total
liabilities, and a $17.05 million total stockholders' deficit.

As reported by the TCR on July 21, 2011, Semple, Marchal & Cooper,
LLP, in Phoenix, Ariz., says that Green Planet Group's significant
operating losses and negative working capital raise substantial
doubt about its ability to continue as a going concern.


GREYSTONE PHARMACEUTICALS: Plan Outline for Templeton Plan Okayed
-----------------------------------------------------------------
On Nov. 9, 2011, U.S. Bankruptcy Judge Paulette J. Delk approved
the disclosure statement filed by Templeton Pharmaceuticals, Inc.,
and the Official Committee of Unsecured Creditors on Sept. 27,
2011, in support of their Joint Chapter 11 Plan for Greystone
Pharmaceuticals, Inc., dated Sept. 23, 2011.

The U.S. Bankruptcy Court for the Western District of Tennessee
fixed Dec. 13, 2011, at the last day for filing written objections
of the plan, for filing written acceptances or rejections of the
plan; and for filing motions or requests pursuant to 11 U.S.C.
Sections 506(b) and (c).

As reported in the TCR on Oct. 31, 2011, the Templeton Plan is a
comprehensive proposal that provides for the transfer of the
Greystone Patents, the 3M Claims, and other assets of the Debtor
to Templeton in exchange for a cash contribution of approximately
$3,000,000 as well as future payments to the Debtor's creditors
based on future sales of products subject to the Greystone
Patents.

Templeton is expected to obtain financing from Medallion
Templeton, LLC, or another financial sponsor of approximately
$4,000,000, which will be used to implement the Plan.

The Plan also provides for the appointment of a Liquidation Agent
to pursue causes of action, other than the 3M Claims, for the
benefit of the Debtor's creditors.

The Plan classifies Claims and Interests against the Debtor:

  * Class 1 Priority Claims will be paid in full in cash no later
    than 6 months after the Effective Date.

  * Class 2 Secured Lender Claims will be satisfied by payment to
    Lender on the Effective Date of $1,300,000.

  * At Templeton's option, Class 3 Other Secured Claims (i) may
    retain all liens on its Claim until the Claim is fully paid;
    (ii) may be deemed unimpaired; (iii) may be paid in cash in
    full without delay; or (iv) may have its securing collateral
    abandoned by Templeton.

  * Class 4 Claims of Junior Secured Creditors and Class 5
    General Unsecured Claims will be satisfied through Royalty
    Payments and a percentage of Net Cash received from (i) the
    3M Claims, and (ii) any other Causes of Action.  Class 4
    claims are estimated to total $2,000,000, while Class 5
    Claims are estimated to total $18,000,000.

  * Class 6 Equity Holders will not receive any distribution
    under the Plan.

A full-text copy of the Templeton Disclosure Statement is
available for free at:

         http://bankrupt.com/misc/GREYSTONE_DSSept23.PDF

                 About Greystone Pharmaceuticals

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn.  Case No. 09-32236) on
Nov. 2, 2009.  Kevin Crumbo has been appointed as Chapter 11
trustee in the Debtor's case.  Butler, Snow, O'Mara, Stevens &
Cannada PLLC serves as the trustee's counsel.  David J. Cocke,
Esq., at Evans Petree PC, in Memphis, Tenn., represents the
Unsecured Creditors' Committee as counsel.  In its schedules, the
Debtor disclosed $25,467,546 in assets, and $22,601,150 in
liabilities as of the Petition Date.


GREYSTONE PHARMACEUTICALS: FTMP Says its Plan is 'Superior'
-----------------------------------------------------------
First Texas Medical Partners, LLC, filed on Nov. 4, 2011, a
Chapter 11 Plan of Reorganization and Disclosure Statement
explaining its Plan for Greystone Pharmaceuticals, Inc.

In addition to the First Texas Plan there is a Joint Plan of
Reorganization filed by the Official Committee of Unsecured
Creditors and Templeton Pharmaceuticals, Inc.

Both the First Texas Plan and the Templeton Plan provide for the
transfer of the Greystone Patents, the 3M Claims and other assets
of Debtor to First Texas or Templeton, as the case may be, in
exchange for a cash contribution on the Effective Date of
approximately $3,000,000 as well as future payments to Debtor's
creditors based on future sales of products subject to the
Greystone Patents.  The Plan authorizes the Liquidation Agent to
pursue for the benefit of Debtor's creditors Causes of Action
other than the 3M Claims.

According to First Texas, the amount of the royalty payments
proposed by it is twice the initial percentages for each product
area proposed in the Templeton Plan.  The Templeton Plan matches
the First Texas percentages after Templeton's gross revenues
exceed $40 million.

The Templeton Plan requires gross revenues exceeding $20 million
before payments to Class 4 -- Claims of Junior Secured Creditors,
and Class 5 -- General Unsecured Creditors are due.  The First
Texas Plan does not require this gross revenue provision before
payments are due to Class 4 and Class 5 creditors.

The First Texas Plan provides for payment to Class 6 -- Equity
Holders after the claims in Classes 1 through 5 are paid in full.
The Templeton Plan provides that Class 6 ? Equity Creditors
receive nothing.

Both Plans provide for distribution on any recovery of valid
causes of action against 3M Corporation.  The First Texas Plan
provides for proceeds of this claim to be divided 50/50 between
First Texas and Class 4 and Class 5 claimants, while the Templeton
Plan proposes that Templeton receive 40% and Class 4 and Class 5
claimants collectively to receive 60% of all net cash received.

First Texas believes that its Plan is far superior to the
Templeton Plan.

Under the First Texas Plan, the Class 2 Claim of BLN Capital
Funding, LLC, and Fifth Third Bank will be satisfied by the
payment to Lender on the Effective Date of $1,300,000.  To the
extent that Lender has a Deficiency claim in addition to its Class
2 Claim, the Deficiency Claim will be treated under the Plan as an
Unsecured Class 5 Claim.

Class 4 Claims of Junior Secured Creditors is estimated to total
$2 million.  This Class is impaired under the Plan.  The Class 4
Claims will be satisfied through Royalty Payments and a percentage
of Net Cash Received from (i) the 3M Claims and (ii) any other
Causes of Action set forth in Section 4.4 of the Disclosure
Statement.

Class 5 General Unsecured Claims is estimated to total
approximately $20 million.  This Class is impaired under the Plan.
The Class 5 Claims will be satisfied through Royalty Payments and
a percentage of Net Cash Received from (i) the 3M Claims and (ii)
any other Causes of Action set forth in Section 4.5 of the
Disclosure Statement.

After all Debt Holders (Classes 1 to 5) are paid in full, all
Royalty Payments will be paid to the Holders of Class 6 Interests
in Debtor until all the Debtor's patents have expired.

A copy of the First Texas Disclosure Statement is available for
free at http://bankrupt.com/misc/greystone.dkt517.pdf

                 About Greystone Pharmaceuticals

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn.  Case No. 09-32236) on
Nov. 2, 2009.  Kevin Crumbo has been appointed as Chapter 11
trustee in the Debtor's case.  Butler, Snow, O'Mara, Stevens &
Cannada PLLC serves as the trustee's counsel.  David J. Cocke,
Esq., at Evans Petree PC, in Memphis, Tenn., represents the
Unsecured Creditors' Committee as counsel.  In its schedules, the
Debtor disclosed $25,467,546 in assets, and $22,601,150 in
liabilities as of the Petition Date.


GREYSTONE PHARMACEUTICALS: Drops Motion to Remove Committee Member
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
authorized Greystone Pharmaceuticals, Inc., to withdraw its motion
to remove a member of the Official Committee of Unsecured
Creditors.

The Court considered the response filed by the Office of the U.S.
Trustee and upon the statements of counsel for the parties from
all of which it appears that the member of the Committee whose
removal was sought by the motion has resigned, rendering the
motion moot.

               About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn.  Case No. 09-32236) on
Nov. 2, 2009.  Kevin Crumbo has been appointed as Chapter 11
trustee in the Debtor's case.  Butler, Snow, O'Mara, Stevens &
Cannada PLLC serves as the trustee's counsel.  David J. Cocke,
Esq., at Evans Petree PC, in Memphis, Tenn., represents the
Unsecured Creditors' Committee as counsel.  In its schedules, the
Debtor disclosed $25,467,546 in assets, and $22,601,150 in
liabilities as of the Petition Date.


H&S JOURNAL: Taps Winne Banta as Special Counsel
------------------------------------------------
H&S Journal Square Associates LLC asks the U.S. Bankruptcy Court
for the Southern District of New York for authority to employ
Winne, Banta, Hetherington, Basralian & Kahn, P.C., as special
counsel.

The firm will assist the Debtor's bankruptcy counsel in
facilitating the sale of the Debtor's single largest asset --
property located at 912-921 Bergen Avenue, Jersey City, New
Jersey.  The property will sold through a court approved auction.

The Debtor will employ Winne, Banta under a general retainer.

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

                         About H&S Journal

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-11623) on April 6, 2011.  Kevin J. Nash, Esq., and J.
Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in New
York, represents the Debtor.  The Debtor disclosed $20,799,032 in
assets, and $18,944,510 in debts.

In September, H&S Journal filed with the U.S. Bankruptcy Court for
the Southern District of New York a plan of reorganization and an
explanatory disclosure statement.  The Plan contemplates the sale
of the Debtor's property at 912-921 Bergen Avenue, in Jersey City,
New Jersey.  The Debtor believes the sale will generate sufficient
proceeds to pay creditors in full, or at least provides the
opportunity for full payment depending on the ultimate sale price.


HAMPTON ROADS: Bank Names Several Market Presidents
---------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that the Bank has named
J. Patrick Banks, Jr., Mindi R. Bevington, Richard Byrne, Mary S.
Oliver and James C. Saunders Market Presidents for the Chesapeake,
Virginia Beach, Richmond, Norfolk and Suffolk markets,
respectively.  Saunders will also remain Market President in
Emporia, VA.  In their new positions, these individuals will be
responsible for all aspects of business development in their
markets.

The Company also announced that Margaret P. Barney and L. Edward
Putney, Jr., have been appointed Directors of the Bank's new
Private Banking and Real Estate Lending units.  Barney and Putney
will work closely with Philip E. Richard, recently appointed
Director of the Bank's new Small Business Banking unit, to broaden
the range of community banking services the Bank provides in its
markets.

Douglas J. Glenn, the Company's Interim President and Chief
Executive Officer, said, "As we continue to sharpen our focus on
our community banking franchise in our core markets, our greatest
asset is our strong team of highly experienced bankers who have
deep roots in our communities and understand the needs of the
families and businesses we serve.  I am very pleased to recognize
the contributions of these individuals to the Bank and confident
that they will help us grow and strengthen our community banking
franchise going forward."

Banks joined the Bank in 1999 and most recently served as Senior
Vice President and Commercial Banker at the Volvo Branch in
Chesapeake.  He has over 12 years of banking and retail experience
in Chesapeake.

Bevington joined the Bank in 2004 and most recently served as
Senior Vice President and Commercial Banker at the Hilltop branch
in Virginia Beach.  She has over 25 years of banking experience,
including over two decades in Virginia.

Byrne joined the Bank in 2007.  Previously, he served for a decade
in sales management, commercial development and client management
positions in Richmond with First Union/Wachovia and SouthTrust
Bank.

Oliver joined the Bank in October, 2011 and most recently served
as Senior Vice President and City Executive - Norfolk.  She has 19
years of banking experience in various markets in Virginia.

Saunders joined Gateway Bank and Trust in 2005, and prior to his
current role, held a number of positions in the Emporia market.
Prior to joining Gateway Bank, he spent 14 years in the propane
business as sales manager, branch manager and owner/operator.

Barney joined the Bank in 2006 and most recently served as Senior
Vice President and Commercial Banker at the Ghent Branch in
Norfolk.  She has over two decades of commercial and private
banking experience.

Putney joined the Bank in 2003 and most recently served as Senior
Vice President and Real Estate Portfolio Leader at the Hilltop
Branch.  He has over 30 years of banking experience in Virginia.

Richard joined the Bank in 1998.  Prior to his current position,
he served as Senior Vice President and City Executive in Norfolk.
He has 13 years of banking experience.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The 2010 results did not include a going concern qualification
from Yount Hyde.

The Company reported a net loss of $210.35 million on
$122.20 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $201.45 million on
$149.44 million of total interest income during the prior year.

The Company also reported a net loss of $76.82 million on
$77.91 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $176.07 million on
$93.61 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.43 billion in total assets, $2.30 billion in total liabilities,
and $135.67 million in total shareholders' equity.


HUDSON TREE: Seeks to Use Agriland Cash Collateral
--------------------------------------------------
Hudson Tree Farm, Inc., seeks the Bankruptcy Court's permission to
use cash collateral securing its obligations to Agriland PCA or
Agriland FLCA.  Before the petition date, the Debtor executed
Promissory Notes, Security Agreements and Deeds of Trust with
Agriland.  As of Dec. 5, 2011, the total principal indebtedness
owing by Debtor on the Agriland loans was $2,500,000, together
with interest and all other charges.  Agriland has not consented
to the Debtor?s use of cash collateral.

The Debtor said it needs access to cash collateral in order to
remain in possession of its property and continue its business
activity in an effort to achieve successful reorganization.  The
Debtor said it has no present alternative borrowing source from
which it could secure additional funding to operate its business.
The Debtor has prepared a 90-day budget through February 2012.

In an effort to adequately protect Agriland's interests in the
prepetition collateral for the Debtors? use of cash collateral,
the Debtor proposes to provide Agriland with replacement liens
pursuant to and in accordance with 11 U.S.C. Sec. 361(2), in and
to all accounts receivable and inventory of the kind presently
securing the indebtedness owing to Agriland purchased or acquired
with Agriland's cash collateral.

                      About Hudson Tree Farm

Bonham, Texas-based Hudson Tree Farm, Inc., dba Kennedy Arbor, has
been engaged in the business of growing and selling trees.  The
company is formerly known as Hudson & Williams Investments, Inc.
Hudson Tree Farm filed for Chapter 11 bankruptcy (Bankr. E.D. Tex.
Case No. 11-43633) on Dec. 5, 2011.  Chief Judge Brenda T. Rhoades
oversees the case.  Bill F. Payne, Esq. -- lgarner@moorefirm.com
-- at The Moore Law Firm, LLP, serves as the Debtor's counsel.  In
its petition, the Debtor estimated assets of $10 million to $50
million and debts of $1 million to $10 million.  The petition was
signed by Mark Hudson, president.


HUDSON TREE: Sec. 341 Creditors' Meeting Set for Jan. 6
-------------------------------------------------------
The Office of the U.S. Trustee in Tyler, Texas, will convene a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Hudson Tree Farm, Inc., on Jan. 6, 2012, at
10:30 a.m. at Southfork Hotel 341 meeting.

Proofs of claim are due by April 5, 2012.  Government Proof of
Claim are due by June 4, 2012.

                      About Hudson Tree Farm

Bonham, Texas-based Hudson Tree Farm, Inc., dba Kennedy Arbor, has
been engaged in the business of growing and selling trees.  The
company is formerly known as Hudson & Williams Investments, Inc.
Hudson Tree Farm filed for Chapter 11 bankruptcy (Bankr. E.D. Tex.
Case No. 11-43633) on Dec. 5, 2011.  Chief Judge Brenda T. Rhoades
oversees the case.  Bill F. Payne, Esq. -- lgarner@moorefirm.com
-- at The Moore Law Firm, LLP, serves as the Debtor's counsel.  In
its petition, the Debtor estimated assets of $10 million to $50
million and debts of $1 million to $10 million.  The petition was
signed by Mark Hudson, president.


IVAX DIAGNOSTICS: Posts $1.2 Million Net Loss in 3rd Quarter
------------------------------------------------------------
IVAX Diagnostics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.2 million on $4.1 of revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$1.2 million on $4.0 million of revenues for the same period of
2010.

The Company had a net loss of $3.0 million on $12.6 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $3.4 million on $13.0 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$17.8 million in total assets, $6.7 million in total liabilities,
and stockholders' equity of $11.1 million.

As reported in the TCR on April 5, 2011, Grant Thornton LLP, in
Miami, Fla., expressed substantial doubt about IVAX Diagnostics'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company
incurred a net loss of $4.2 million during the year ended Dec. 31,
2010, and used cash from operations of $1.9 million during the
year ended Dec. 31, 2010.

A complete text of the Form 10-Q is available for free at:

                       http://is.gd/jO7xAD

Miami, Fla.-based IVAX Diagnostics, Inc. (NYSE Amex: IVD)
-- http://www.ivaxdiagnostics.com/-- through its subsidiaries,
develops, manufactures and markets diagnostic test kits, or
assays, and automated systems that are used to aid in the
detection of disease markers primarily in the areas of autoimmune
and infectious diseases.


IMAGENETIX INC: Posts $3.0 Million Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Imagenetix, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.0 million on $876,564 of sales for the
three months ended Sept. 30, 2011, compared with net income of
$70,022 on $3.2 million of sales for the three months ended
Sept. 30, 2010.

For the six months ended Sept. 30, 2011, the Company has reported
a net loss of $3.3 million on $1.4 million of sales, compared with
a net loss of $533,558 on $4.3 million of sales for the six months
ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $2.0 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $1.3 million.

During the six months ended Sept. 30, 2011, and the year ended
March 31, 2011, the Company incurred net losses of $3.4 million
and $2.2 million, respectively, and had an accumulated deficit of
$14.9 million and a working capital deficit of $1.4 million at
Sept. 30, 2011.

"The Company's ability to continue as a going concern is dependent
upon its ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations
when they come due," the Company said in the filing.

"The outcome of these matters cannot be predicted with any
certainty at this time and as such raise substantial doubt as to
the Company's ability to continue as a going concern."

A complete text of the Form 10-Q is available for free at:

                       http://is.gd/Mx1PZD

San Diego, Calif.-based Imagenetix, Inc., develops, formulates and
markets over-the-counter, natural-based nutritional supplements
and skin care products.


IVOICE INC: Hydra Completes Merger with iVoice Innovations
----------------------------------------------------------
iVoice, Inc., and Hydra, on Nov. 8, 2011, entered into an Amended
and Restated Agreement and Plan of Merger that superseded the
previously executed Agreement and Plan of Merger.  Pursuant to the
terms of the Amended Agreement Hydra, will merger into a wholly
owned subsidiary of iVoice, iVoice Innovations, Inc.

In exchange for the common stock of Hydra, the sole shareholder of
Hydra, American Security Resources Corporation will receive 1
million shares of iVoice Series A Preferred Stock with each share
of Preferred Stock convertible into 153.5 shares of iVoice Class A
Common Stock.  However, the Preferred Stock will have no voting
rights.  Pursuant to the Amended Agreement, the Preferred Stock
will not be delivered to ASRC until the following conditions are
met: (i) Delivery by Hydra the audited financial statements of
Hydra for the fiscal year ended Dec. 31, 2010, and certain other
conditions set forth on Exhibit C of the Amended Agreement.

On Nov. 22, 2011, iVoice, Hydra and iVoice Innovations entered
into Amendment No. 1 to the Amended Agreement.  The Amended
Agreement was revised to, among other things, add iVoice
Innovations, Inc., as a party to the Amended Agreement.

On Nov. 30, 2011, the transaction contemplated under the Amended
and Restated Agreement and Plan of Merger, as amended, by and
among iVoice, iVoice Innovations and Hydra, closed whereby Hydra
merged into iVoice Innovations, a wholly owned subsidiary of
iVoice.

                            About iVoice

Matawan, N.J.-based iVoice, Inc. -- http://www.ivoice.com/-- is
focused on the development and licensing of its proprietary
technologies.  To date the Company has filed fifteen (15) patent
applications with the United States Patent and Trademark Office
for speech enabled applications that the Company has developed
internally.  Of the patent applications the Company has filed,
four (4) patents have been awarded.

The Company also reported a net loss of $826,318 on $171,527 of
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $719,745 on $142,996 of sales for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.36 million in total assets, $3.96 million in total liabilities,
and a $2.60 million total stockholders' deficit.

As reported by the TCR on April 25, 2011, Rosenberg Rich Baker
Berman & Co, in Somerset, New Jersey, expressed substantial doubt
about iVoice, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial accumulated deficits.


JACKSON HEWITT: To Increase Wal-Mart Store Presence by 40%
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Jackson Hewitt Tax Service
Inc. confirmed it will increase it presence at Wal-Mart Stores
Inc. by 40% under a new multiyear agreement.

                       About Jackson Hewitt

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent.  The Debtors also tapped Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

BDO Financial serves as financial advisors to the Official
Committee of Unsecured Creditors.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

Jackson Hewitt on Aug. 8, 2011, received confirmation of its "pre-
packaged" Plan of Reorganization.  Under the Plan, Jackson Hewitt
will emerge as a private company.  The majority owner of Jackson
Hewitt's new equity will be Bayside Capital, an affiliate of
Miami, FL-based H.I.G. Capital, and the largest holder of Jackson
Hewitt's secured debt prior to its restructuring.

As of June 30, 2011, the Company's balance sheet showed
$390.3 million in total assets, $432.9 million in total
liabilities, and a stockholders' deficit of $42.6 million.


J.C. EVANS: Want to Employ Glass & Co as Accountants
----------------------------------------------------
JCE Delaware, Inc., et al., ask the U.S. Bankruptcy Court for the
Western District of Texas for permission to employ Glass & Company
Certified Public Accountants, P.C., as accountants.

Glass & Company will provide these services to the Debtor:

   a) audit the financial statements of the J.C. Evans
      Construction Co., Inc., 401(k) Employee Retirement
      Plan and Trust;

   b) audit the financial statements of the J.C. Evans
      Construction Company, Inc. Employees' Stock Ownership
      Plan and Trust; and

   c) provide such other consulting, advice, research,
      planning, and analysis regarding tax services as may
      be necessary, desirable, or requested from time to
      time with regard to the Plan, the ESOP, or otherwise.

As of the Petition Date, Glass was owed $15,657 by the Debtors for
accounting services rendered to the Debtors prepetition.  To
facilitate its employment and retention during the pendency of the
Cases to render the services, Glass has agreed to waive half of
its prepetition debt, such that the Debtors propose to pay Glass
$7,828 upon entry of an order by the Court employing Glass.

Compensation will be payable to Glass on an hourly basis, plus
reimbursement of actual, necessary expenses incurred by Glass.
The hourly rates for the individuals involved in providing
services to the Debtor are:

       Service Provider            Hourly Rate
       ----------------            -----------
       Shareholders                   $270
       Managers                       $170
       Senior Associates              $120
       Staff Associates               $110

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

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Tittle Advisory Group, Inc., provides
financial advisory services.  Butler Burgher Group LLC provides
real estate appraisal services with regard to the valuation of the
Debtors' headquarters and warehouse properties, consisting of 28
acres near Leander, Texas.  In its petition, JC Evans disclosed
$51,543,030 in assets and $74,203,554 in liabilities as of the
Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
The Committee has hired Gardere Wynne Sewell LLP as counsel.


JEWISH COMMUNITY CENTER: Sec. 341 Creditors' Meeting on Jan. 5
--------------------------------------------------------------
The United States Trustee for Region 3 will convene a Meeting of
Creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
Chapter 11 case of Jewish Community Center of Greater Monmouth
County on Jan. 5, 2012, at 12:00 p.m. at Room 129, Clarkson S.
Fisher Courthouse.

Proofs of claim are due in the case by April 4, 2012.

Deal Park, New Jersey-based Jewish Community Center of Greater
Monmouth County, a Not-For-Profit Corporation, filed for Chapter
11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011.
Judge Michael B. Kaplan presides over the case.  Timothy P.
Neumann, Esq. -- tneumann@bnfsbankruptcy.com -- at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's counsel.  In its
petition, the Debtor estimated assets of $10 million to $50
million and debts of $1 million to $10 million.  The petition was
signed by Stephen Levy, president.

The Debtor's secured creditor, TD Bank, N.A., is represented by
Nola R. Bencze, Esq., at Buchanan Ingersoll & Rooney PC.


JEWISH COMMUNITY CENTER: Status Conference on Jan. 23
-----------------------------------------------------
The Bankruptcy Court will hold a Chapter 11 Status Conference in
the bankruptcy case of Jewish Community Center of Greater Monmouth
County on Jan. 23, 2012, at 11:00 a.m. at MBK - Courtroom 3,
Trenton.

Deal Park, New Jersey-based Jewish Community Center of Greater
Monmouth County, a Not-For-Profit Corporation, filed for Chapter
11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011.
Judge Michael B. Kaplan presides over the case.  Timothy P.
Neumann, Esq. -- tneumann@bnfsbankruptcy.com -- at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's counsel.  In its
petition, the Debtor estimated assets of $10 million to $50
million and debts of $1 million to $10 million.  The petition was
signed by Stephen Levy, president.

The Debtor's secured creditor, TD Bank, N.A., is represented by
Nola R. Bencze, Esq., at Buchanan Ingersoll & Rooney PC.


JEWISH COMMUNITY CENTER: Hiring Broege Neumann as Bankr. Counsel
----------------------------------------------------------------
Jewish Community Center of Greater Monmouth County, New Jersey,
requires the services of attorneys who are experienced in the
complex area of bankruptcy law and who will be able to render
expert legal advice and counsel to assist the Debtor in its goal
to reorganize under Chapter 11 of the Bankruptcy Code.  In this
regard, the Debtor seeks Court authority to employ Timothy P.
Neumann, Esq., and the law firm of Broege, Neumann, Fischer &
Shaver, LLC, in Manasquan, New Jersey.

The Debtor proposes to pay the firm at these hourly rates:

          Timothy P. Neumann, Esq.    $500 per hour
          Peter J. Broege, Esq.       $450 per hour
          Frank Fischer, Esq.         $375 per hour
          David E. Shaver, Esq.       $375 per hour
          Danielle Maschuci, Esq.     $325 per hour
          Paralegals                   $90 per hour

Broege Neumann represented the Debtor prior to the bankruptcy
filing in a foreclosure proceeding initiated in the Superior Court
of New Jersey entitled, TD Bank, N.A. vs. Jewish Community Center
of Greater Monmouth County, Docket No. MON-F-001909-11; and a law
division proceeding entitled TD Bank, N.A. vs. Jewish Community
Center of Greater Monmouth County MON-L-004493-11.

The firm attests that it does not hold an adverse interest to the
estate; does not represent an adverse interest to the estate; and
is a disinterested person under 11 U.S.C. Sec. 101(14).

     About Jewish Community Center of Greater Monmouth County

Deal Park, New Jersey-based Jewish Community Center of Greater
Monmouth County, a Not-For-Profit Corporation, filed for Chapter
11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011.
Judge Michael B. Kaplan presides over the case.  Timothy P.
Neumann, Esq. -- tneumann@bnfsbankruptcy.com -- at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's counsel.  In its
petition, the Debtor estimated assets of $10 million to $50
million and debts of $1 million to $10 million.  The petition was
signed by Stephen Levy, president.

The Debtor's secured creditor, TD Bank, N.A., is represented by:

          Nola R. Bencze, Esq.
          BUCHANAN INGERSOLL & ROONEY PC
          700 Alexander Park, Suite 300
          Princeton, NJ 08540-6347
          Tel: 609-987-6853
          E-mail: nola.bencze@bipc.com


KERZNER INT'L: Buyout Investors Hit as Developer Digs Out of Debt
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that five years after
resort operator Kerzner International Holdings Ltd. was taken
private in a $4 billion buyout by a group of big-name investors --
including Goldman Sachs Group Inc.'s Whitehall funds and Colony
Capital LLC -- the deal has turned into a bad bet.

Kerzner International is the owner of several luxury getaways.
The Atlantis resort in the Bahamas, Kerzner's flagship property,
is one of the most popular resorts in North America.


KULLMAN BUILDING: Assets Auction Set for Dec. 13
------------------------------------------------
An auction of the assets of pre-manufactured and modular building
company Kullman Building Corp. is scheduled to begin on Tuesday,
December 13 under the direction of Alco Capital Group, Inc.,
Assignee for the Benefit of Creditors.  The sale will be conducted
at the company's site at 1 Kullman Corporate Campus Drive in
Lebanon and online by auctioneer Tiger/Daley-Hodkin, which was
retained by Alco Capital and confirmed by the Court.

The auction will include metalworking and fabrication, welding,
woodworking, painting and spray booth equipment, as well as
rolling stock, modular buildings, building materials, fixtures,
and other assets. On-site previews will be held from 9:00 a.m. to
4:00 p.m., on Saturday, December 10; Monday, December 12, and on
the day of sale. The auction will get under way at 10:00 a.m.,
next Tuesday.

Elaborating on the assets being auctioned, Jeff Tanenbaum,
president of Tiger's Remarketing Services Division, said: "The
sale offers a diverse mix of items catering to all types of
buyers.  Other modular building manufacturers may appreciate the
Peddinghaus state-of-the-art thermal steel fabricator or Lincoln
robotic welding system, while small businesses and the general
public will have an opportunity to bid on hundreds of power tools,
trucks, smaller machinery and Kullman's inventory of bathroom
fixtures and building supplies.  Throw in the company's selection
of office furniture and computers, and this is definitely a
'something for everyone' type of auction."

Kullman Building Corp. traces its roots to 1927, when Sam Kullman
started a modular-building business to create prefabricated
diners.  As the popularity of the roadside eateries waned, the
company morphed into building products for new markets.  More
recently, Kullman produced prefabricated housing, dormitories,
prisons, schools, banks, equipment enclosures, offices, and
bathrooms.

Alco Capital was confirmed as Assignee by the Superior Court of
New Jersey-Hunterdon County on Oct. 21, 2011.  The Court confirmed
Tiger/Daley-Hodkin as auctioneer on December 6.  Under an
assignment for the benefit of creditors, the insolvent entity
transfers legal and equitable title, as well as custody and
control of its property, to a third party in trust.  Proceeds of
the asset dispositions are released by the Assignee to the
Assignor's creditors in accord with priorities established by law.

The creditors and debtor in this case concluded that an ABC should
be a quicker and less expensive option than a traditional
bankruptcy, according to Alco Capital.

                    About Tiger/Daley-Hodkin

Tiger/Daley-Hodkin and its affiliates at Tiger Group provide
advisory, restructuring, valuation, disposition and auction
services within a broad range of retail, wholesale, and industrial
sectors.  With over 40 years of experience and substantial
financial backing, Tiger offers a uniquely nimble combination of
expertise, innovation and financial resources to drive results.
Tiger's seasoned professionals help clients identify the
underlying value of assets, monitor asset risk factors and, when
needed, convert assets to capital in a variety of ways quickly and
decisively.  Tiger's collaborative and no-nonsense approach is the
foundation for its many long-term 'partner' relationships and
decades of uninterrupted success.  Tiger maintains offices in
Boston, Los Angeles, New York and Atlanta.


L.A. DODGERS: Hearing on FOX TV Rights Dispute Continues
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that on Dec. 7 the Los Angeles Dodgers held the first part
of a two-day hearing where the judge will rule whether the team
can hold an auction early next year for television broadcasting
rights beginning with the 2014 season. Fox Entertainment Group
Inc. is opposing, saying an auction would violate the existing
agreement where Fox has television rights through 2013 coupled
with rights of first refusal and first negotiation.

The report relates that at the Dec. 7 hearing, the bankruptcy
judge gave the Dodgers a six-month extension of the exclusive
right to propose a Chapter 11 plan until April 25.  The hearing
was scheduled to continue Dec. 8.

Fox's lawyer, the report discloses, said at the hearing that his
client might withhold payment of a seven-figure fee due in January
on account of what the broadcaster sees as a violation of the
existing contract.  A ruling by the bankruptcy judge on auctioning
television rights won't end disputes.  Fox has a motion on the
Dec. 27 calendar to dismiss the Chapter 11 case.  At the same
hearing, the team will seek approval of a settlement with the
commissioner of Major League Baseball which requires selling the
club by April.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


L.A. DODGERS: Discloses Details of Deal With MLB
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Los Angeles Dodgers baseball club on Dec. 6
publicly disclosed the definitive settlement agreement with the
commissioner of Major League Baseball.

The report relates that the team scheduled a Dec. 27 hearing to
approve procedures for selling the team at the auction called for
as the centerpiece of the settlement.  Originally announced on
Nov. 2, the settlement requires holding an auction no later than
April 1, with completion of the sale by April 30.  Commissioner
Bud Selig is no longer opposing the sale of television
broadcasting rights to kick in with the 2014 season.

Mr. Rochelle relates that as previously announced, a purchaser may
acquire the assets or the stock of the entities that own the team
and the stadium.  The sale will include a lease for the parking
lot owned by a non-bankrupt company controlled by the team's
owner, Frank McCourt.  Rather than lease, a buyer can purchase the
parking lot if McCourt agrees to the price.

The agreement contemplates receiving initial bids by Jan. 13. A
bid can include future or contingent payments.  If there are
disputes over the sale process, they will by mediated by retired
U.S. District Judge Joseph J. Farnan Jr., who worked out the
settlement with Mr. Selig.  The sale purports not to bind Fox
Entertainment Group Inc., which has broadcasting rights through
the end of the 2013 season.

A principal feature of the settlement is Mr. Selig's agreement to
drop opposition to an auction of television rights.  Fox contends
a sale now will violate its rights of first negotiation and first
refusal.  The bankruptcy court was scheduled to holding a hearing
Dec. 6 ostensibly to rule on whether the television sale is
permissible as a result of rights the Dodgers obtained by being in
bankruptcy.

The commissioner filed papers in bankruptcy court Dec. 6 to strike
requests by Fox requiring the commissioner to produce documents
and give testimony under oath.  Lawyers for the commissioner
contend the bankruptcy judge already ruled that Fox couldn't take
discovery from the commissioner with regard to the motion for
permission to auction broadcasting rights.  Mr. McCourt sought to
hold an auction to demonstrate the worth of the broadcasting
rights, which he considers one of the team's most valuable assets.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LEHMAN BROTHERS: Wins Approval of ACESO Stock Purchase
------------------------------------------------------
Lehman Brothers Holdings Inc. and the trustee liquidating its
brokerage obtained court approval of an agreement, which calls
for the purchase by the company of Aceso Holdings Inc.'s stock
from the brokerage.

The deal would allow LBHI to obtain control of the health care
trust owned by Aceso Holdings, a subsidiary of the Lehman
brokerage.

The trust was established to qualify as a voluntary employees'
beneficiary association (VEBA).  In September 2008, the brokerage
formed Aceso Holdings, and LBHI transferred $125 million in cash
to the brokerage, $95 million of which was used to fund the VEBA.

Under the deal, LBHI will purchase the brokerage's 100 shares of
Aceso Holdings for an aggregate price of $1,885.  The company and
the trustee also agreed to settle their dispute over the
ownership of and claims related to the VEBA.

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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 US$2
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 Sept. 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
Sept. 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 other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Bank of Taiwan Wins OK to Assign Note
------------------------------------------------------
Judge James Peck approved a motion by Bank of Taiwan to assign or
transfer its interests in a promissory note it executed with
Lehman Brothers Holdings Inc.

Bank of Taiwan filed the motion after LBHI allegedly turned down
its bid to assign or transfer its interests to a third party.
The terms of the promissory note permit such assignment or
transfer but with prior approval from LBHI.

The promissory note was executed to evidence the $25 million loan
Bank of Taiwan provided to the company, which the latter
allegedly failed to pay.

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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 US$2
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 Sept. 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
Sept. 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 other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Seeks Approval of Gleacher as Fin'l Advisor
------------------------------------------------------------
Lehman Brothers Holdings Inc. has filed an application to employ
Gleacher & Companies Securities Inc. as its financial advisor
effective February 17, 2011.

LBHI tapped the firm's services solely in connection with a
potential transaction designed to monetize its stake in a real
estate investment trust known as Archstone Enterprise LP.

In 2007, the company and its affiliates, along with the
affiliates of Bank of America N.A. and Barclays Capital Real
Estate, Inc., invested as much as $4.8 billion in the common
equity of Archstone, of which about $2.4 billion is attributable
to Lehman's indirect interests.

As financial advisor, Gleacher & Companies will, among other
things, assist LBHI in negotiating a private offering or initial
public offering of equity securities by Archstone, or another
transaction involving the sale of assets and formation of
asset-level joint ventures.

The firm will also assist the company in obtaining corporate or
debt ratings from statistical rating organizations, and in
obtaining debt commitments for a new credit facility for
Archstone.

In exchange for its services, Gleacher & Companies will receive a
monthly retention fee in the sum of $300,000.  The retention fees
will be capped at $3.6 million.

The firm will also receive fees upon completion of any of the
contemplated transactions and will be reimbursed for its
expenses.  Further, LBHI agreed to indemnify the firm for losses
resulting from its employment.

In an affidavit, Stephen Hentschel, managing director and head of
Real Estate Investment Banking at Gleacher & Companies, disclosed
that the firm does not hold or represent interest adverse to LBHI
and its affiliated debtors.

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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 US$2
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 Sept. 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
Sept. 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 other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Phil. Agency Denies $3.5MM Losses in Collapse
--------------------------------------------------------------
The Power Sector Assets and Liabilities Management (PSALM)
Corporation, a corporation owned by the Philippine government,
denied allegations that it incurred $3.5 million in losses as a
result of its investment in now bankrupt Lehman Brothers,
according to a press statement dated Dec. 1.

Gil Cabacungan, writing for the Philippine Daily Inquirer,
reported on Nov. 30 that Benjamin Evardone, a representative from
a congressional district in the Philippines, said PSALM has
finally admitted that it lost $3.5 million in investments when
the Lehman Brothers investment bank went belly up three years ago
in the biggest bankruptcy case in U.S. history.

According to Mr. Evardone, PSALM has admitted the losses after
the agency placed a newspaper advertisement offering a PHP20
million contract for legal services to recover its investments
from Lehman Brothers Special Financing, the Inquirer said.

PSALM President and Chief Executive Officer Emmanuel R. Ledesma
Jr., said the transaction that PSALM entered into with Lehman
Brothers was not an investment but a hedging transaction,
specifically a Principal Only Swap transaction.  The transaction,
he said, could be likened to an insurance purchase wherein PSALM
pays an annual expense premium of 2.687% on the notional amount
of USD100 million for 19 years.  In exchange, PSALM, or the
Philippine government, has the right to buy dollars at PhP44.788
in 2028 regardless of the foreign exchange rate at that time.

"Counterparties for the POS deal were selected based on a
comprehensive selection process under the guidance of the
Government Policy Procurement Board, the Department of Finance,
and the Bureau of the Treasury," Mr. Ledesma pointed out.

Mr. Ledesma also stated that when Lehman Brothers filed for
bankruptcy three years ago, PSALM had only made two premium
payments.  In addition, PSALM immediately invoked the
International Swaps and Derivatives Association, Inc. agreement
upon learning of the Lehman Brothers bankruptcy, terminated the
transaction on November 3, 2008, and replaced it with a new POS
with the same terms and conditions.

"The replacement is to ensure the continuous protection of
PSALM's transaction that it initially made with Lehman Brothers,"
Mr. Ledesma emphasized.  "Hence, to say that PSALM lost in the
deal is totally inaccurate.  In fact, the value of the Lehman
swap that was replaced may now be sold in the derivatives market
for up to approximately USD12.85 million as of November 2011."

Mr. Ledesma further clarified that the reason for the ITB is to
tie up loose ends with Lehman Brothers to ensure the continuous
protection of PSALM's rights under the ISDA.  The legal counsel
will help facilitate the claims that PSALM filed in a New York
court for approximately USD3.4 million representing the cost of
the replacement and other expenses (legal fees, damages, etc.) as
may be allowed under the provisions of the ISDA, according to the
statement.

"I exposed this bad investment with Lehman a year ago and PSALM
officials vehemently denied it.  This ad is proof that it
squandered its funds with its risky investments.  PSALM should
explain to the public why it invested in Lehman when its primary
function was to use the proceeds of the sale of Napocor (National
Power Corp.) assets to pay its debts so that this will not be
passed on to the consumers," Mr. Evardone told the Inquirer.

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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 US$2
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 Sept. 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
Sept. 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 other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Sues Katten Muchin Over Bungled Hotel Loan Docs
----------------------------------------------------------------
Lehman Brothers Holding Inc. filed a lawsuit against law firm
Katten Muchin Rosenman LLP for allegedly failing to file proper
paperwork related to Lehman's $14.6 million loan to a developer
to buy and renovate an upstate New York hotel, Liz Hoffman of
Law360 reported on Dec. 1.

The lawsuit, filed in New York state court, says the firm didn't
file the required contract with the county clerk when Lehman made
the loan to developer Genwood Strathallan LLC, the report said.
Because of the oversight, Lehman's claim was subordinated to a
mechanics liens when Genwood defaulted on the loan, the report
added.

Katten Muchin represents several creditors in LBHI's bankruptcy
cases.


LEHMAN BROTHERS: $1.48-Bil. Already Paid to Advisors, Lawyers
-------------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed these cash receipts and
disbursements of the company, its affiliated debtors and
controlled entities for the month ended October 31, 2011:

Beginning Total Cash & Investments (10/01/11)  $25,737,000,000
Total Sources of Cash                            1,560,000,000
Total Uses of Cash                                (962,000,000)
FX Fluctuation                                      16,000,000
                                               ---------------
Ending Total Cash & Investments (10/31/11)     $26,351,000,000

LBHI reported $4.225 billion in cash and investments as of
October 1, 2011, and $4.857 billion as of October 31, 2011.

The monthly operating report also showed that a total of
$37.191 million was paid last month to the U.S Trustee and
professionals that were retained in the Debtors' Chapter 11
cases.

From September 15, 2008 to October 31, 2011, a total of
$1,479,849,000 was paid to the U.S. Trustee and professionals, of
which $487,593,000 was paid to the Debtors' turnaround manager
Alvarez & Marsal LLC while $358,649,000 was paid to their
bankruptcy counsel, Weil Gotshal & Manges LLP.

A copy of the October 2011 Operating Report is available for free
at http://bankrupt.com/misc/LehmanMOROct3111.pdf

                       About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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 US$2
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 Sept. 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
Sept. 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 other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


L.I.F.T. LLC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
LIFT (Louisiana Institute of Film Technology), LLC, filed with the
U.S. Bankruptcy Court for the District of Delaware its schedules
of assets and liabilities, disclosing:

    Name of Schedule             Assets         Liabilities
    ----------------            -----------     -----------
A. Real Property                        $0
B. Personal Property               $24,359
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                       $2,844,045
                                -----------      ----------
       TOTAL                        $24,359      $2,844,045

New Orleans, Louisiana-based LIFT (Louisiana Institute of Film
Technology) LLC is the subject of an involuntary Chapter 11
bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on
Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New
Orleans.  Judge Jerry A. Brown presides over the case.  Malcolm
Petal asserts a claim for $1,218,500 on account of a loan.

William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC,
in New Orleans, represents the Debtor as counsel.

No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has been
established.


L.I.F.T. LLC: Court Approves Steffes Vingiello as Counsel
---------------------------------------------------------
L.I.F.T. (Louisiana Institute of Film Technology) LLC obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of Louisiana to employ Steffes, Vingiello & McKenzie, L.L.C. as
counsel.

Steffes Vingiello will, among other things:

   (a) advise the Debtor with respect to its rights, powers
       and duties as Debtor and Debtor in Possession in the
       continued operation and management of the business
       and property;

   (b) prepare and pursue confirmation of a plan of
       reorganization and approval of a disclosure statement;

   (c) prepare on behalf of the Debtor all necessary
       applications, motions, answers, proposed orders, other
       pleadings, notices, schedules and other documents, and
       reviewing all financial and other reports to be filed;

   (d) advise the Debtor concerning and preparing responses
       to applications, motions, pleadings, notices and other
       documents which may be filed by other parties; and

   (e) appear in Court to protect the interests of the Debtor
       before this Court.

The firm will charge the Debtor based on the hourly rates of its
professionals:

     William E. Steffes         $375
     Other Senior Partners      $340
     Other Partners             $320
     Associates                 $245 to $225
     Paralegals                 $90

The Debtor will also reimburse Steffes Vingiello for its actual
and necessary out-of-pocket expenses.

The firm has received a $15,000 retainer fee.

William E. Steffes, Esq., a member at Steffes, Vingiello &
McKenzie, L.L.C., assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

New Orleans, Louisiana-based L.I.F.T. (Louisiana Institute of Film
Technology) LLC is the subject of an involuntary Chapter 11
bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on
Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New
Orleans.  Judge Jerry A. Brown presides over the case.  Malcolm
Petal asserts a claim for $1,218,500 on account of a loan.


L.I.F.T. LLC: Court OKs McGlinchey Stafford as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorized L.I.F.T. (Louisiana Institute of Film Technology), LLC,
to employ the the law firm of McGlinchey Stafford, PLLC, as
Special Counsel to the Debtor, in connection with the Debtor's
claims for recovery of tax credits from the State of Louisiana
which are the most substantial assets of the Debtor's estate.

McGlinchey is a creditor of the Debtor with a claim amount for
services rendered that has not been definitively quantified.

To the best of the Debtor's knowledge, information and belief,
McGlinchey does not have any connection with the Debtor, other
than in relation to the claims against the State of Louisiana
which is the basis for this motion, their respective attorneys or
other professionals, or any employee of the office of the United
States Trustee.

McGlinchey has agreed to act as special counsel for a contingency
fee of 30% of any gross proceeds received by the Debtor related to
its claim for damages against the State of Louisiana, subject to
adjustment of up to 12% more in the event prior counsel must also
be paid a contingency fee.

New Orleans, Louisiana-based LIFT (Louisiana Institute of Film
Technology) LLC is the subject of an involuntary Chapter 11
bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on
Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New
Orleans.  Judge Jerry A. Brown presides over the case.  Malcolm
Petal asserts a claim for $1,218,500 on account of a loan.

William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC,
in New Orleans, represents the Debtor as counsel.

No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has been
established.


LOCATION BASED TECH: CEO Presents at 4th Annual LD Micro Confab
---------------------------------------------------------------
Dave Morse, CEO of Location Based Technologies, Inc., gave a
presentation at the LD Micro Growth Conference on Dec. 7, 2011.
Morse explained the background of the company and its small
personal GPS locator device called PocketFinder, sold exclusively
at Apple Retail Stores and the Online Apple Store.  His
presentation began at 2 p.m. PDT at the Luxe Sunset Bel Air Hotel,
located at 11461 Sunset Boulevard in Los Angeles.

The LD MICRO Invitational showcases some of the fastest-growing
and profitable companies in the technology sector on the OTC,
NASDAQ, and NYSE.  The conference features CEOs and CFOs from 101
companies presenting over two days and attendees include a select
group of institutional portfolio managers and analysts.

                  About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

Location Based reported a net loss of $8.22 million on $16,969 of
total net revenue for the year ended Aug. 31, 2011, compared with
a net loss of $9.06 million on $67,090 of total net revenue during
the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $9.40 million
in total assets, $4.17 million in total liabilities, $685,500 in
commitments and contingencies and $4.53 million in total
stockholders' equity.

Comiskey & Company, in Denver Colorado, expressed substantial
doubt about the Company's ability to continue as a going concern
following the 2011 results.  The independent auditors noted that
the Company has incurred recurring losses since inception and has
an accumulated deficit in excess of $37,000,000.  There is no
established sales history for the Company's products, which are
new to the marketplace.


LOCATION BASED TECH: 3 New Directors Appointed to Board Committees
------------------------------------------------------------------
Location Based Technologies, Inc., previously reported that the
Board of Directors had increased the number of directors from
three to seven and had appointed Greggory Haugen, Charles "Chuck"
Smith, David Meyers and Ronald Warner to the Company's Board of
Directors effective Oct. 25, 2011.  At that time the new directors
had not been appointed to any committees of the Board of
Directors.

On Dec. 2, 2011, the Board of Directors created Audit,
Compensation and Governance & Nominating Committees and appointed
the directors to these committees as follows:

     Compensation Committee:
     Chuck Smith, Chair
     Ron Warner
     David Meyers

     Audit Committee:
     David Meyers, Chair
     Ron Warner
     Chuck Smith

     Governance & Nominating Committee:
     Ronald Warner, Chair
     Chuck Smith
     David Meyers

In addition, Greggory Haugen was appointed Lead Director.

Meanwhile, Joseph Scalisi resigned from the Board of Directors of
Location Based on Dec. 1, 2011.  As one of the officers of the
Company, Mr. Scalisi resigned so that the Board of Directors may
be deemed more independent.  He will remain as the Company's Co-
President and Chief Development Officer.

                  About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

Location Based reported a net loss of $8.22 million on $16,969 of
total net revenue for the year ended Aug. 31, 2011, compared with
a net loss of $9.06 million on $67,090 of total net revenue during
the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $9.40 million
in total assets, $4.17 million in total liabilities, $685,500 in
commitments and contingencies and $4.53 million in total
stockholders' equity.

Comiskey & Company, in Denver Colorado, expressed substantial
doubt about the Company's ability to continue as a going concern
following the 2011 results.  The independent auditors noted that
the Company has incurred recurring losses since inception and has
an accumulated deficit in excess of $37,000,000.  There is no
established sales history for the Company's products, which are
new to the marketplace.


LORD & TAYLOR: S&P Assigns Preliminary 'B+' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Lord & Taylor Holdings LLC. The outlook
is stable. "At the same time, we assigned our preliminary 'BB'
issue-level rating and preliminary '1' recovery rating to the
company's proposed $450 million term loan due 2019," S&P said.

"According to the company, it is refinancing its existing capital
structure with a new $300 million asset-based revolving credit
facility (unrated), $450 million first-lien term loan, $280
million of preferred equity, and $147 million of common equity.
The company will use the proceeds of the transaction to refinance
its existing CMBS loan and other debt," S&P said.

"The ratings on Lord & Taylor reflect the company's "highly
leveraged" capital structure and thin cash flow protection
measures after the proposed refinancing," said Standard & Poor's
credit analyst David Kuntz. "The company's 'weak' business risk
(as we define in our criteria) incorporates our view of its
participation in the highly competitive department store industry,
geographic concentration, and its relatively small size compared
with its peers. The company's recent robust performance and our
expectation for further operational gains somewhat offset these
factors. After the completion of the transaction, we expect the
company to be highly leveraged with thin cash flow protection
measures."

"The stable outlook reflects our expectation that performance is
likely to improve over the near term, but at a diminished rate. We
believe that the weak economy is likely to dampen consumer
spending over the next 12 months. We expect investments in the
direct business and new-store-opening expenses are likely to
offset margin gains from expense controls and positive operating
leverage. In our view, the company's position as a fashion
retailer of brands somewhat insulates it from higher product
costs," S&P said.

"We could raise the rating if the company is able to execute well
over the near term with on-trend merchandise that resonates well
with the customer. Under this scenario, same-store sales would be
in the upper-single digits or low-double digits and margins would
be about 50 to 75 basis points ahead of our expectations. This
would result in leverage in the mid-4.0x area," S&P said.

"Conversely, we could lower the rating if consumer sentiment
materially weakens or merchandise missteps result in substantial
performance erosion. This would lead to about flat same-store
sales and operating margins declining by about 50 basis points. At
that time, leverage would increase to the upper-6.0x area," S&P
said.


M WAIKIKI: Seeks 9-Month Extension of Plan Exclusivity
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that M Waikiki LLC is seeking a nine-month extension until
Sept. 30, 2012, of the exclusive right to propose a reorganization
plan.

According to the report, as grounds for precluding anyone else
from filing a plan, the hotel lauds the reduction in monthly
operating losses since filing in Chapter 11.  For September and
October 2011, the hotel said in a court filing that the aggregate
net operating loss was "just" $428,500.

The report relates that the so-called exclusivity motion will be
the topic of a hearing on Dec. 15.

The hotel, according to the report, contends some of the
improvement in operations resulted from ousting Marriott
International Inc. as the property's manager. The hotel filed in
Chapter 11 on Aug. 31 to prevent Marriott from retaking management
pursuant to a temporary restraining order signed by a state court
judge in New York just before the bankruptcy filing.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.  The Debtor tapped XRoads Solutions Group, LLC and XRoads
Case Management Services, LLC, as its financial and restructuring
advisor.  Klevansky Piper LLP serves as its general counsel.  The
Debtor disclosed $216,116,142 in assets and $135,085,843 in
liabilities as of the Chapter 11 filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
atMoseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MANISTIQUE PAPER: Creditor Objects to Proposed Sale Timeline
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a creditor is objecting to
Manistique Paper Inc.'s proposed auction plan, saying it leaves
too little time for creditors to examine the winning bidder ahead
of a court hearing to approve the sale.

As reported in the Troubled Company Reporter on Dec. 5, 2011,
Manistique Papers is asking the U.S. Bankruptcy Court for the
District of Delaware to extend the period during which time within
which it has the exclusive filing period to April 13, 2012, and
extending the exclusive solicitation period through and including
June 15, 2012.  Daniel B. Butz, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, submits that cause exists for the extension of the
Exclusive Periods because the initial 120 days of this case were
devoted in large part to working out a consensual order
authorizing the use of cash collateral, obtaining a new lender and
postpetition financing, and stabilizing the Debtor's operations.
The Debtor and its professionals were required to devote the bulk
of their time to financing and operations as well as other matters
that customarily arise in the early stages of a Chapter 11
proceeding.

                     About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.  Manistique Papers filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-12562) on
Aug. 12, 2011.

Godfrey & Kahn, S.C. represents the Debtor in its restructuring
effort.  Morris, Nichols, Arsht & Tunnell LLP serves as its
Delaware bankruptcy co-counsel.  Vector Consulting, L.L.C., serves
as its financial advisor.  Baker Tilly Virchow Krause, LLC, serves
as its accountant.

The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Manistique Papers is represented by Lowenstein
Sandler PC as lead counsel and Ashby & Geddes, P.A., as Delaware
counsel.  J.H. Cohn LLC serves as the panel's financial advisor.
Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MERIDIAN MORTGAGE: Trustee Files $150MM Suit vs. Auditor, Berg
--------------------------------------------------------------
Eagan Avenatti, LLP, disclosed the Trustee of the Meridian
Investors Trust under the confirmed plan of liquidation in the
Meridian Mortgage bankruptcy filed a lawsuit earlier in King
County Superior Court on behalf of investors seeking to recover in
excess of $150 million as a result of what is believed to be the
Northwest's largest Ponzi scheme in history.  The suit names
auditors Moss Adams, LLP and Frederick Darren Berg as defendants
and alleges that Berg, with the knowledge and assistance of Moss
Adams, engaged in a massive fraud designed to misappropriate
millions of dollars from hundreds of investors in order to fund
Berg's own lavish lifestyle and further enrich Moss Adams.

The funds include the Meridian Mortgage Investors Funds and
Meridian Real Estate Opportunity Funds.  According to the
complaint, for approximately a decade, Berg raised more than $360
million from more than 1,000 investors as part of his Ponzi scheme
and used auditing firm Moss Adams to vouch for the accuracy and
health of the funds when Moss Adams knew or should have known Berg
was engaged in fraud.  The suit further alleges that Moss Adams
failed to conduct even the most basic tasks in connection with
their audits of the funds and purposely turned a "blind eye" to
Berg's fraud in order to earn more fees for the firm. Berg is
currently being held without bail at the Federal Detention Center
in SeaTac, Washington while he awaits trial next year on related
criminal charges.

"My sole objective from the beginning has been to maximize
recovery of assets for the investors," said Mark Calvert, the
Trustee of the Meridian Investors Trust and Founder of Cascade
Capital Group.  "We have worked diligently to accomplish this goal
and this lawsuit is a significant step."

"Berg, with the assistance of Moss Adams, orchestrated one of the
largest Ponzi schemes in history," said attorney Michael Avenatti
of Eagan Avenatti, LLP, the law firm representing Calvert in his
role as Trustee for the Meridian Investors Trust.  "We look
forward to trying this case and presenting the mountain of
evidence of Defendants' conduct to a jury."

                    About Cascade Capital Group

Cascade Capital Group provides a select set of services to its
clients, with a primary focus on financial and operational
management and investment banking, and as advisors to businesses,
investors, and lenders.  The firm is also experienced in forensic
accounting.

                    About Eagan Avenatti, LLP

Michael J. Avenatti, Esq. is a founding partner of Eagan Avenatti,
LLP, a firm of trial attorneys that specializes in litigating a
variety of high profile legal disputes in courts throughout the
United States. Avenatti and EA are consistently ranked among the
best attorneys in America.  The firm is based in Los Angeles,
California.

                     About Meridian Mortgage

In November 2010, a federal grand jury in Seattle has indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be approximately $100 million.  Hundreds of
victims have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for F. Darren Berg's estate, filed on
Jan. 27, 2011 voluntary Chapter 11 petitions for Mortgage
Investors Fund I LLC (Bankr. W.D. Wash. Case No. 11-10830)
estimating assets of up to $50,000 and debts of up to $50,000,000,
and Meridian Mortgage Investors Fund III LLC (Case No. 11-10833),
estimating up to $50,000 in assets and up to $100,000,000 in
liabilities.  Michael J. Gearin, Esq., at K&L Gates LLP, in
Seattle, serves as counsel to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No. 10-
17976) on July 9, 2010.  The petitioners are represented by Jane
E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No. 10-
17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners are
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.


MEMC ELECTRONIC: To Cut 20% of Workforce & Idle Italy Plant
-----------------------------------------------------------
MEMC Electronic Materials, Inc., unveiled a series of actions to
be taken during the fourth quarter of 2011 and the first quarter
of 2012 that will reduce the company's global workforce, right
size its production capacity and accelerate operating cost
reductions in 2012 and beyond:

     -- MEMC will reduce its total workforce by over 1,300 persons
worldwide, roughly 20% of the company's employees.  Of the
reductions, roughly 250 positions are in the United States, and an
estimated 41% are in the Semiconductor Materials segment and 47%
are in the Solar Materials segment;

     -- Having substantially completed a multi-year realignment of
its global semiconductor crystal and wafer manufacturing
footprint, the company is undertaking more aggressive productivity
initiatives to implement best practices across sites;

     -- The company intends to idle its Merano, Italy polysilicon
facility, up to 6,000 metric tons of annual capacity, and may
close it unless dramatic feedstock, power, and other cost
reductions are achieved in the near term.  The company is working
with the province and key suppliers to determine the feasibility
of such reductions;

     -- The company will reduce production capacity at its
Portland, Oregon crystal facility to allow it to optimize the
technology utilized at this facility, and will limit the ramp of
the Kuching, Malaysia wafering facility to 300MW; and

     -- the Solar Materials and SunEdison business units will be
consolidated into a single Solar Energy business unit, effective
January 1, 2012.

These actions are expected to reduce operating expenses by over
15% versus the company's current run rate.

MEMC expects to take a charge in the fourth quarter of 2011 of
roughly $700 million, of which roughly $520 million is expected to
be non-cash.  Cash use associated with the restructuring is
expected to be roughly $180 million, more than half of which is
expected to occur after 2012.  The company projects annualized
cash flow benefits to exceed $200 million by the end of 2012
through labor productivity, procurement savings, and a more
efficient asset base.

The company is also evaluating existing goodwill and deferred tax
assets.  An additional non-cash charge associated with the
potential impairment of goodwill is expected to be taken in the
2011 fourth quarter, and based on preliminary results of MEMC's
annual goodwill impairment testing, could range from $200 million
to $400 million.  A non-cash charge related to the potential
realizability of deferred tax assets is also expected to be taken
in the 2011 fourth quarter which could range from $225 million to
$275 million.

Ahmad Chatila, MEMC's Chief Executive Officer, said, "Changed
market conditions require that we improve productivity across all
segments and in solar move to a more balanced manufacturing model
aligned with our downstream business.  We are moving quickly on
these carefully considered actions and expect increased cash flow
during the next year.  Going forward, we remain committed to our
tradition of providing advanced technology and superior service to
our global semiconductor and solar customers."

The company expects to incur total charges of roughly $700
million, of which roughly $520 million is non-cash.  The charges
consist of:

     -- Roughly $475 million in asset impairments (non-cash
charge), primarily reduction in capacity at manufacturing sites,
including Merano;

     -- Roughly $175 million in contract termination charges, some
of which would be non-cash; and

     -- Roughly $50 million in severance benefits to terminated
employees, to be paid out largely by the end of the second quarter
of 2012.

Additional non-cash charges associated with the potential
impairment of goodwill and the potential realizability of deferred
tax assets are expected to be taken in the 2011 fourth quarter.
These charges would consist of:

     -- An estimated $200 million to $400 million of goodwill
impairment driven by MEMC's current market capitalization, which
goodwill is related to the Solar Energy segment; and

     -- An estimated $225 million to $275 million of deferred tax
asset valuation allowance on less positive evidence of
realizability of these tax assets.

                            About MEMC

St. Peters, Missouri-BASED MEMC Electronic Materials, Inc. (NYSE:
WFR) -- http://www.memc.com/-- considers itself a pioneer in the
design and development of silicon wafer technologies for 50 years.
With R&D and manufacturing facilities in the U.S., Europe and
Asia, MEMC enables the next generation of high performance
semiconductor devices and solar cells.  Through its SunEdison
subsidiary, MEMC is also a developer of solar power projects and a
worldwide leader in solar energy services.


MF GLOBAL: Proposes to Tap FTI as Restructuring Advisor
-------------------------------------------------------
MF Global Holdings Ltd. and MF Global Finance USA Inc. seek
permission from Judge Martin Glenn to employ FTI Consulting, Inc.,
as their restructuring advisor, nunc pro tunc to November 1, 2011.

As the Debtors' restructuring advisor, FTI will:

  (a) assist the Debtors in the preparation of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

  (b) assist the Debtors with information and analyses required
      pursuant to the Debtors' pursuit of debtor-in-possession
      financing including, but not limited to, preparation for
      hearings regarding the use of cash collateral and DIP
      financing;

  (c) assist with the identification and implementation of
      short-term cash management procedures;

  (d) provide advisory assistance in connection with the
      development and implementation of key employee retention
      and other critical employee benefit programs;

  (e) assist and advise the Debtors with respect to the
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

  (f) assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluations with
      respect to the affirmation or rejection of each;

  (g) provide assistance regarding the valuation of the present
      level of operations and identification of areas of
      potential cost savings, including overhead and operating
      expense reductions and efficiency improvements;

  (h) assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash
      receipts and disbursement analysis, analysis of various
      asset and liability accounts, and analysis of proposed
      transactions for which Court approval is sought;

  (i) attend meetings and assist in discussions with potential
      investors, banks and other secured lenders, any official
      committee appointed in the Debtors' Chapter 11 cases, the
      U.S. Trustee for Region 2, other parties-in-interest and
      professionals hired, as sought;

  (j) analyze creditor claims by type, entity and individual
      claim, including assistance with development of databases,
      as necessary, to track those claims;

  (k) assist in monitoring the various other insolvency
      proceeding of the Debtors' affiliates (including but not
      limited to the SIPA proceeding, UK insolvency proceedings
      and various administration proceeding in Asia and other
      parts of the world);

  (l) assist in the preparation of information and analysis
      necessary for the confirmation of a plan in these Chapter
      11 proceedings;

  (m) assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers;

  (n) provide litigation advisory services with respect to
      accounting and tax matters, along with expert witness
      testimony on case-related issues as required by the
      Debtors;

  (o) render other general business consulting or other
      assistance as the Debtors' management or counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in these Chapter 11 proceedings; and

  (p) assist with forensic accounting, forensic reviews and
      investigations, information technology issues, data
      retention, data preservation, data collection, data
      analysis, and responding to regulatory reviews and
      requests for information.

Moreover, FTI provided strategic communication services to the
Debtors prepetition and thus seeks to continue providing the
Debtors with communications counsel and execution on a
postpetition basis pursuant to the Engagement Agreement.  These
services include:

  (a) senior counsel relating to communications with its key
      stakeholders, including employees and clients;

  (b) best-practices advice and senior counsel on media
      relations activities;

  (c) development of selected support materials, including Q&A,
      web site assessment and recommendations, and standby and
      web-based public statements;

  (d) media monitoring and evaluation; and

  (e) policy, public affairs and regulatory monitoring and
      insights.

The Debtors will pay FTI according to its professionals'
customary hourly rates:

       Title                           Rate per Hour
       -----                           -------------
       Senior Managing Director         $575 to $895
       Directors/Managing Directors     $405 to $745
       Consultants/Senior Consultants   $240 to $530
       Paraprofessionals                $115 to $230

The Engagement Agreement provides FTI the ability to seek a
completion fee in an amount to be determined at a future date.
At this time, there is no agreement between the Debtors and FTI
with respect to a completion fee.  If and when the Debtors and
FTI reach an agreement with respect to the completion fee, the
Debtors will file a supplement to this application seeking court
approval of the completion fee.

The Debtors will also reimburse FTI for expenses to be incurred.

The Debtors also ask the Court that the relief sought in this
application apply to any future debtor in these jointly-
administered cases without any further order of the Court.  The
Debtors propose that a debtor be deemed to be a Future Debtor
upon the filing of a motion to have that Future Debtor's chapter
11 case jointly-administered with the Chapter 11 cases of the
Debtors.

Michael Eisenband, senior managing director at FTI Consulting,
Inc., discloses that his firm has unpaid receivables due from the
Debtors, totaling $167,028.  FTI has agreed to write off the
amount and not seek collection, he states.

Mr. Eisenband further notes that FTI has provided and could
reasonably be expected to continue to provide services to parties
in matters unrelated to the Debtors' Chapter 11 cases, a schedule
of which is available for free at:

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

In addition, Judge Allan L. Gropper of the U.S. Bankruptcy Court
for the Southern District of New York is related to an FTI
employee who serves as a senior consultant in our forensic and
litigation consulting segment, according to Mr. Eisenband.  The
FTI employee, however, is not part of the engagement team and FTI
will institute ethical wall procedures with respect to this FTI
employee, Mr. Eisenband assures Judge Glenn.

Notwithstanding those disclosures, FTI is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code, Mr. Eisenband insists.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Greene, Employees Commence Class Suit
------------------------------------------------
Genitra Greene and Victor Hurtado, on behalf of themselves and a
class of similarly situated employees of MF Global Holdings Ltd.,
initiated a class action adversary complaint against MF Global
Holdings Ltd., MF Global Holdings USA Inc., MF Global Finance USA
Inc. and MF Global Inc., arising from the mass layoff ordered by
MFGH on November 11, 2011.

The Plaintiffs allege that they were terminated without cause,
as part of the mass layoff or plant closings ordered by MFGH on
or about November 11, 2011, and within thirty 30 days of that
date, and were not provided 60-days advance written notice of
their terminations by Defendants, as required by the Worker
Adjustment and Retraining Notification Act, Section 2101 of
Chapter 23 -- the Worker Adjustment and Retraining Notification -
- of the Labor Code.

The mass layoff or plant closing at the MF Global facilities
resulted in "employment losses," as that term is defined by
Section 2101 (a)(2) for at least 50 of the MF Defendants'
employees as well as at least 33% of Defendants' workforce at the
Facilities, excluding "part-time employees."  The Plaintiffs thus
insist that each of the Class Members are, "aggrieved employees"
of the MF Defendants as that term is defined in Section 2104
(a)(7) of Chapter 23 of the Labor Code.

In addition, Mr. Hurtado brings a cause of action for violation
of Section 860 of the New York Labor Law, on behalf of himself
and a class of similarly situated persons who were terminated
without cause in MF Global's office located at 717 Fifth Avenue,
New York and who were affected employees within the meaning of
Section 860-A(1),(4) and (6).

Robert I. Harwood, Esq., at Harwood Feffer LLP, in New York --
rharwood@hfesq.com -- argues that the MF Defendants were required
by the WARN Act to give the Plaintiffs and the Class Members at
least 60-days advance written notice of their terminations.  The
MF Defendants however failed to give the Plaintiffs and the Class
members written notice that complied with the requirements of the
WARN Act, he contended.

The Plaintiffs further complain that the MF Defendants failed to
pay them and each of the Class Members their wages, salary,
commissions, bonuses, accrued holiday pay and accrued vacation
for 60 days following their terminations, and failed to make the
pension and 401(k) contributions and provide employee benefits
under the Employee Retirement Income Security Act, other than
health insurance, for 60 days from and after the dates of their
terminations.

By this complaint, the Plaintiffs ask Judge Glenn to:

  (a) certify the WARN and New York WARN actions as a class
      actions;

  (b) designate the Plaintiffs as Class Representatives of the
      WARN Class and NY Plaintiff as Class Representative of the
      New York WARN Class and payment of reasonable compensation
      to them for their time and effort in prosecuting this
     action;

  (c) appoint the undersigned attorneys as Class Counsel in the
      WARN and New York WARN class actions;

  (d) allow a first priority administrative expense claim
      pursuant to Section 503(b)(l)(A) of the Bankruptcy Code in
      favor of the Plaintiffs and the other similarly situated
      former employees equal to the sum of: their unpaid wages,
      salary, commissions, bonuses, accrued holiday pay, accrued
      vacation pay, pension and 401(k) contributions and other
      benefits under the Employee Retirement Income Security
      Act, for 60 days, that would have been covered and paid
      under the then-applicable employee benefit plans had that
      coverage continued for that period, or, alternatively,
      determining that the first $11,725 of the WARN Act and NY
      WARN Act claims of the Plaintiffs and each of the other
      similarly situated former employees is entitled to
      priority status, under Section 507(a)(4) of the Bankruptcy
      Code, and the remainder is a general unsecured claim;

  (e) grant an allowed administrative-expense priority claim
      under Section 503 for the reasonable attorneys' fees and
      the costs and disbursements that the Plaintiffs
      prosecuting this action, as authorized by Section
      2104(a)(6) and Section 860-7 of the New York Labor Law;
      and for violation of the Worker Adjustment and Retraining
      Notification Act and the New York Labor Law.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Glancy BInkow-Led Customers Commence Class Suit
----------------------------------------------------------
Glancy Binkow & Goldberg LLP said on Nov. 23 that a class action
lawsuit has been filed on behalf of purchasers of the common
stock of MF Global Holdings Ltd. ("MF Global" or the "Company")
between November 5, 2009 and October 31, 2011, inclusive (the
"Class Period"), seeking to pursue remedies under the Securities
Exchange Act of 1934.  The class action lawsuit was filed in the
United States District Court for the Southern District of New
York.

MF Global was one of the world's leading brokers in markets for
commodities and listed derivatives.  The Complaint alleges that
during the Class Period defendants misrepresented and/or failed
to disclose material adverse facts concerning MF Global's
business, operations and financial prospects, including that: (i)
the Company was suffering from serious liquidity pressures based
on its exposure to the European debt crisis; (ii) the Company's
internal controls were highly deficient and were unable to
clearly segregate clients' funds; and (iii), the Company's true
risk profile would inevitably lead to a credit rating downgrade.

No class has yet been certified in the action. Until a class is
certified, you are not represented by counsel unless you retain
one.  If you purchased MF Global securities between November 5,
2009 and October 31, 2011, you have certain rights, and have
until January 3, 2012, to move for lead plaintiff status.  To be
a member of the class you need not take any action at this time;
you may retain counsel of your choice or take no action and
remain an absent class member.  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
Michael Goldberg, Esquire, of Glancy Binkow & Goldberg LLP, 1801
Avenue of the Stars, Suite 311, Los Angeles, California 90067, by
telephone at (310) 201-9150 or Toll Free at (888) 773-9224, by e-
mail to shareholders@glancylaw.com

The firm may be reached at:

       Glancy Binkow & Goldberg LLP, Los Angeles, CA
       Michael Goldberg
       (310) 201-9150 or (888) 773-9224
       shareholders@glancylaw.com

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: NOteholders Pursue Class Suit vs. Jon Corzine, et al.
----------------------------------------------------------------
Lowey Dannenberg Cohen & Hart, P.C. (http://www.lowey.com) said
that on Dec. 5 it filed a class action against Jon Corzine and MF
Global's officers, directors and underwriters in the United
States District Court for the Southern District of New York on
behalf of investors who purchased the publicly traded securities
of MF Global Holdings Ltd. ("MF Global").

"If you purchased MF Global publicly traded securities from
November 5, 2009 through October 31, 2011 (the "Class Period"),
including MF Global notes issued in connection with MF Global's
February 11, 2011 offering of the 1.875% Convertible Senior
Notes, August 2, 2011 offering of the 3.375% Convertible Senior
Notes, or August 8, 2011 offering of the 6.25% Senior Notes
(collectively, the "Offerings"), you may want to consider your
recourse for your losses.  Investors wishing to act as Lead
Plaintiff in this litigation have until January 3, 2011 to file
their application with the Court.  If you have any questions,
please contact plaintiff's counsel, Barbara Hart, Esq., of Lowey
Dannenberg Cohen & Hart, P.C., at 914-997-0500, or via e-mail at
bhart@lowey.com. Any member of the putative 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,"
the law firm said.

MF Global was a holding company that acted as a broker in markets
for commodities and listed derivatives.  The complaint alleges
that Jon Corzine and the other defendants issued false statements
concerning MF Global's exposure to European sovereign debt, and
raised $900 million in the Offerings.  MF Global's securities
also traded at inflated prices during the Class Period.  On
October 31, 2011, MF Global announced that the New York Federal
Reserve had suspended the Company's designation as a primary
dealer and that the Company had filed for Chapter 11 bankruptcy.
The MF Global Notes issued pursuant to the Offerings are in
default.

Plaintiff seeks to recover damages for violations of the Federal
securities law on behalf of all purchasers of MF Global
securities.  The plaintiff is represented by Lowey Dannenberg,
which has expertise in prosecuting investor class actions and
extensive experience in actions involving financial fraud.

Lowey Dannenberg has represented sophisticated clients in complex
litigation for more than 40 years. The firm's principal fields of
practice are investor representation, healthcare cost recovery,
antitrust, bankruptcy and creditors rights, and consumer
protection. We have achieved many notable successes over the
years that have resulted in recoveries totaling billions of
dollars for our clients.  For more information see www.lowey.com

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: M. Rodriguez, et al., Have Class Suit vs. D&Os
---------------------------------------------------------
Monica Rodriguez and Cyrille Guillaume initiated a class action
lawsuit against their former employer MF Global and its ex-chief
executive Jon Corzine and other executives, on behalf of
themselves and current and former employees who acquired stock in
the company while Mr. Corzine led the firm, Julie Steinberg of
The Wall Street Journal reported.

The Plaintiffs allege in a lawsuit filed with the U.S. District
Court for the Southern District of New York that the Company and
the executives provided false information regarding the company's
financial condition and made statements that artificially
inflated the stock price, according to the Journal.

Employee plans included a long term incentive plan, which
required employees to receive a portion of their compensation in
stock, and an employee stock purchase plan (ESPP), which allowed
them to buy shares at a discount, the Journal explained.
However, once the firm was downgraded due to its exposure to
risky trades in European sovereign debt, investors got spooked
and the stock price dropped, causing employees' shares to lose
value, the report stated.

"Jon Corzine and the board breached their fiduciary duty to their
employees and destroyed their careers and retirement savings,"
Jacob Zamansky, Esq., at Zamansky & Associates --
jake@zamansky.com -- lead counsel for the plaintiffs, said in an
e-mailed statement to Dow Jones Newswires.

If employees had known MF Global's true financial state, "they
could have refused to buy in or insisted on compensation
arrangements that were all cash," Mr. Zamansky was quoted as
saying by Dow Jones Newswires.

Plaintiffs are seeking class action status for all employees who
acquired MF Global shares between May 20, 2010 and Nov. 3, 2011
through company-supported plans, the report disclosed.  At the
time of the company's bankruptcy Oct. 31, the firm had close to
2,900 employees, according to the report.

The employees did not file the lawsuit against MF Global because
it is undergoing bankruptcy proceedings, the report added.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Highridge Futures Asks Nod to Transfer Account
---------------------------------------------------------
Highridge Futures Fund, L.P., asks the Court to direct the SIPA
Trustee to immediately (i) provide full and accurate account
information to Highridge concerning the location and status of
the Account, and (ii) transfer the Account to another FCM other
than the Debtor.

Highridge is filing the motion because its account with MFGI
containing unsettled commodity positions and cash with a value of
more than $50,000,000 as of the Petition Date is missing.

Specifically, the SIPA Trustee represented through information
provided on the CME Web site that the Account was to be
transferred to Vision Financial Markets LLC.  Upon inquiry to
Vision, Highridge was informed that the Account had not been
transferred.  Thereafter, Highridge made inquiries to CME
Clearing, which said the Account was on a list of accounts that
were transferred to RJ. O'Brien.  Upon inquiry to RJ. O'Brien,
Highridge was informed that the Account had not been received by
RJO.

CME Clearing then advised Highridge that there was no information
available regarding the Account's location or status through the
SIPA Trustee, U.S. regulators, or U.S. self-regulatory
organizations because the Account had unsettled positions traded
on the London Metals Exchange.  Highridge spoke with a member of
the LME's compliance department but he said that no information
would be available about any accounts with unsettled positions
for several weeks.  On November 29, 2011, counsel for Highridge
sent an e-mail to counsel for the SIPA Trustee, explaining what
had transpired in the weeks since the Petition Date, seeking
current information about the Account and when access to the
Account could be obtained.  No response has been received.

The SIPA Trustee has not only failed and refused to provide
Highridge with any information as to the location or status of
this account, but Highridge has received only misinformation
about the location of the account and when it will have access to
its property, Erica Tukel Wax, Esq., at Ulmer & Berne, LLP, in
Chicago, Illinois -- ewax@ulmer.com -- argues.  Highridge can not
ascertain and has not been given any reasonable explanation as to
why its Account is being treated dissimilarly to other accounts
that have been distributed and transferred, she contends.

"Highridge is being prejudiced in comparison to other similarly
situated customers of the Debtor and creditors of the Debtor's
estate by being denied accurate information about the location of
its Account and being completely denied access to the Account,"
Ms. Wax asserts.  This disparity in the treatment of Highridge
from other customers for reasons that have never been explained
to Highridge violates one of the most fundamental precepts of the
Bankruptcy Code and of the bankruptcy process: that similarly
situated claimant must receive similar treatment, she insists.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MOOHAVEN DAIRY: Lawyer Fined $5T for Improper Representation
------------------------------------------------------------
Bankruptcy Judge Daniel S. Opperman assessed a $5,602 fine on
H. Dale Cubitt, Esq., for improperly representing Moohaven Dairy
LLC after February 2011.  The fine reflects the costs incurred by
Bank of America as a result of the improper conduct.  A copy of
Judge Opperman's Nov. 28, 2011 Opinion granting BofA's request is
available at http://is.gd/ovTddwfrom Leagle.com.

Cass City, Michigan-based Moohaven Dairy LLC, aka Morell Farms
Inc. and dba Brent Morell Farms -- filed for Chapter 11 bankruptcy
(Bankr. E.D. Mich. Case No. 10-72251) on Oct. 21, 2010.  The
Debtor scheduled assets of $5,820,849 and debts of $5,870,305.
The petition was signed by Brent Morell, member and general
manager.

The Debtor hired H. Dale Cubitt, Esq. -- edcubitt@echoicemi.com --
as counsel, but the Court denied the request on Jan. 11, 2011.
Instead, the Court directed the appointment of a Chapter 11
Trustee.  The United States Trustee selected Thomas McDonald as
the Chapter 11 Trustee.  Mr. McDonald retained the law firm of
Lambert, Leser, Isackson, Cook & Giunta as the attorneys for the
Chapter 11 Trustee.


MOUNTAIN CITY: Hires Ehrhardt Keefe as Accountant
-------------------------------------------------
Mountain City Meat Co., Inc., sought and obtained authorization
from the U.S. Bankruptcy Court for the District of Colorado to
employ Ehrhardt Keefe Steiner & Hottman, PC, as accountant.

To date, the Debtor has not filed its 2010 income tax returns.
Accordingly, the Debtor seeks to employ EKS&H as its accountant to
prepare the Debtor's federal and state corporation income tax
returns for 2010 and to advise the Debtor on other income tax
matters as to which the Debtor specifically requests advice.

EKS&H will charge the Debtor an hourly fee of between $150 and
$395 per hour, with the total estimated fee to be no more than
$10,000.  Additionally, the Debtor will reimburse EKS&H for its
out-of-pocket expenses.

Christopher Otto, a partner of Ehrhardt Keefe Steiner & Hottman
PC, assures the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                     About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States. Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Harold G. Morris, Jr.,
Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP.


NEVADA CANCER: Files Chapter 11 Plan Based On Sale
--------------------------------------------------
Dow Jones' DBR Small Cap reports that Nevada Cancer Institute
filed a Chapter 11 plan that provides secured lenders with a 35%
payout on their claims from the proceeds of the sale of the Las
Vegas medical center.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer filed for bankruptcy (Bankr. D. Nev. Case No. 11-
28676) on Dec. 2, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $100 million to $500
million.  Lisa Madar signed the petition as secretary.

The Debtor said in the petition that it it has been facing
significant financial pressures.  These pressures arise from the
protracted decline in the economy, decreases in medical
reimbursement rates from managed care payor entities, increases in
operational costs, decreases in the amount and availability of
charitable donations, a reduction in research funding
opportunities and increased competition.

The Debtor is represented by Dawn M. Cica, Esq., at Lewis and Roca
LLP, in Las Vegas.


NEW CENTURY FIN'L: Bankr. Ct. Won't Flip Ruling in Carr Suit
------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey declined to reconsider his prior
ruling in the lawsuit, ANITA B. CARR, v. NEW CENTURY TRS HOLDINGS,
INC., et al., Adv. Proc. No. 09-52251 (Bankr. D. Del.).  By
Memorandum and Order dated May 10, 2011, the Court denied the
Plaintiff's Request for Stay of Dismissal and for Evidentiary
Hearing and the Plaintiff's Emergency Request for Order to Show
Cause.  The Plaintiff has filed a Motion for Reconsideration of
the May 10, 2011 Order and Request for Clarification of the 2008
Blanket Order for Relief from Stay.  The New Century Liquidating
Trust, by and through Alan M. Jacobs, the Liquidating Trustee,
opposes the Motion for Reconsideration.

On Oct. 5, 2010, the Trustee and the Plaintiff entered into a
Settlement Agreement to resolve the adversary proceeding.  The
Trustee agreed to pay a Settlement Sum of $60,000 "in full and
final satisfaction of the Causes of Action and any other claim(s)
that [Plaintiff] may have against the Debtors or the Trust."  The
Plaintiff acknowledged that the Settlement Sum was paid to her.
On Nov. 2, 2010, the Plaintiff filed a notice of dismissal for the
adversary proceeding.

On Dec. 13, 2010, the Plaintiff filed the Request to Stay
Dismissal, arguing that dismissal should be stayed because she
obtained new evidence demonstrating that the Trustee made false
representations to induce her to enter into the Settlement
Agreement.  On March 10, 2011, the Plaintiff filed the Request for
a Show Cause Order asking the Court to require the Trustee to show
cause why the Court should not issue an order staying all
proceedings based on documents notarized by certain individuals
employed by the Debtors and, further, ordering the Trustee to
produce "notarial journals."  The Trustee objected.  After an
evidentiary hearing on April 20, 2011, the Court issued the May
10, 2011 Decision denying the Plaintiff's Request to Stay
Dismissal and the Request for a Show Cause Order.

In denying the Motion for Reconsideration, the Court held that the
Plaintiff settled her claims of fraud (along with other causes of
action or claims) against the Debtors and the Trust, and she has
not shown that the Court overlooked or misapprehended any facts
that would alter this decision.

A copy of Judge Carey's Dec. 7, 2011 Memorandum is available at
http://is.gd/0bNmXRfrom Leagle.com.

                    About New Century Financial

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation -- http://www.ncen.com/-- was a real estate
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represented the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold assets in transactions approved by the Bankruptcy
Court.  On July 15, 2008, the Bankruptcy Court confirmed the
Debtors' second amended joint Chapter 11 plan.  District Judge Sue
Robinson later reversed the confirmation order.


NEW CENTURY FIN'L: Bankr. Ct. Won't Flip Ruling in Marks Suit
-------------------------------------------------------------
In the lawsuit, LESLIE MARKS, v. NEW CENTURY TRS HOLDINGS, INC, et
al., Adv. Proc. No. 09-50244 (Bankr. D. Del.), Bankruptcy Judge
Kevin J. Carey denied the plaintiff's request for reconsideration
of a prior decision.  By Memorandum and Order dated May 10, 2011,
the Court denied the Plaintiff's Request for Stay of Dismissal and
Status Conference and the Plaintiff's Ex Parte Application for
Temporary Restraining Order and Preliminary Injunction.

The Plaintiff seeks reconsideration as well as clarification of a
2008 Blanket Order for Relief from Stay.  The New Century
Liquidating Trust, by and through Alan M. Jacobs as Liquidating
Trustee, opposes the Motion for Reconsideration.

On Aug. 23, 2010, the Trustee and the Plaintiff entered into a
Settlement Agreement to resolve the adversary proceeding. Under
the Settlement Agreement, the Trustee agreed to pay a Settlement
Sum of $80,000 "in full and final satisfaction of the Causes of
Action and any other claim(s) that [Plaintiff] may have against
the Debtors or the Trust."  The Plaintiff acknowledged that the
Settlement Sum was paid to her.  On Sept. 2, 2010, the Plaintiff
filed a notice of dismissal for the adversary proceeding.

On Oct. 19, 2010, the Plaintiff filed the Request to Stay
Dismissal, arguing that dismissal of the adversary proceeding
should be stayed because the Trustee violated the Settlement
Agreement.  On Nov. 1, 2010, the Plaintiff filed the TRO Request
to prevent parties, their agents, and others from taking any
actions related to the "wrongful foreclosure" of her real
property.  The Trustee filed objections to both the Request to
Stay Dismissal and the TRO Request.  After an evidentiary hearing
on February 24, 2011, the Court issued the May 10, 2011 Decision
denying the Plaintiffs Request to Stay Dismissal and the TRO
Request.

In denying the Motion for Reconsideration, the Court held that the
Plaintiff does not identify any facts which the Court overlooked
or misapprehended in reaching its conclusions.

A copy of Judge Carey's Dec. 7, 2011 Memorandum is available at
http://is.gd/ImASIDfrom Leagle.com.

                    About New Century Financial

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation -- http://www.ncen.com/-- was a real estate
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represented the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold assets in transactions approved by the Bankruptcy
Court.  On July 15, 2008, the Bankruptcy Court confirmed the
Debtors' second amended joint Chapter 11 plan.  District Judge Sue
Robinson later reversed the confirmation order.


NISKA GAS: S&P Affirms 'BB' Corporate Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Alberta-
based Niska Gas Storage Partners LLC to negative from stable. At
the same time, Standard & Poor's affirmed its ratings, including
its 'BB' long-term corporate credit rating, on the company.

"Persistently weak natural gas prices and narrow seasonal spreads
have adversely affected Niska's ability to generate meaningful
revenues and cash flow from its optimization transactions," said
Standard & Poor's credit analyst Michelle Dathorne. "This, in
conjunction, with relatively high debt levels, has caused the
company's cash flow protection measures to weaken to levels that
do not support the 'BB' rating," Ms. Dathorne added.

"While acknowledging that Niska has taken the necessary remedial
action to temper its financial risk profile deterioration, through
its recent debt reduction and curtailed subordinated
distributions, we believe these initiatives have not been
sufficient to maintain the company's cash flow protection metrics
within the ranges we established for the 'BB' rating," S&P said.

Standard & Poor's expects Niska will attempt to continue
bolstering its operating cash flow and strengthen its financial
risk profile by increasing the portion of its storage capacity
allocated to long-term fixed contracts. To maintain the 'BB'
rating, the company will have to improve and maintain its fully
adjusted debt-to-EBITDA below 5x.

"The ratings on Niska reflect Standard & Poor's assessment of the
company's leveraged balance sheet, exposure to contract renewal
risk and market pricing risk, the potential large working-capital
and liquidity requirements of its optimization program, and
Niska's master limited partnership structure. In our view,
offsetting these weaknesses are the company's market leading
storage capacity in the Western Canadian Sedimentary Basin (WCSB),
where its storage facilities are an integral component of the
WCSB's natural gas trading and transportation, and Northern
California; consistent adherence to its target business mix
between long- and short-term contracts and optimization; and
strict adherence to its risk-management policies, which has
resulted in a good track record of operational stability," S&P
said.

"Niska owns and operates the largest independent natural gas
storage business in North America. The company owns and operates
206.5 billion cubic feet (bcf) of total storage capacity. Canadian
assets include the AECO hub in Alberta, which includes the
Suffield (80 bcf) and Countess (70 bcf) facilities. In the
U.S., Niska also owns and operates the Wild Goose (35.0 bcf)
facility in northern California; the Salt Plains facility (13.0
bcf) in Oklahoma, and 8.5 bcf of natural gas liquids capacity. It
also provides natural gas marketing services to the Oklahoma
energy market as a natural extension of its commercial storage
activities in the midcontinent region," S&P related.

"The negative outlook reflects Standard & Poor's concern that
Niska's near-term liquidity and cash flow adequacy relative to its
financing and operational spending requirements will permanently
weaken its cash flow protection metrics, thereby increasing the
company's fully adjusted debt-to-EBITDA above 5x, which is the
upper threshold we have established for the 'BB' rating. Based on
the company's revised EBITDA forecasts for fiscal 2012, its recent
efforts to reduce its debt, and its decision to lower distribution
payments, we estimate that the company's fully adjusted debt-to-
EBITDA for fiscal 2012 will increase to about 6.5x, and could
remain above 5.0x in fiscal 2013, if current pricing fundamentals
and seasonal spreads persist. If Niska is unable to bolster its
revenues and cash flows through higher capacity allocation and
contracted prices for its long-term firm (LTF) and short-term firm
contracts, we believe its financial risk profile and cash flow
protection metrics will not be able to support the 'BB' rating.
The company is working to expand its storage capacity allocated to
fixed price LTF contracts; therefore, we expect to have greater
clarity regarding its fiscal 2013 cash flows during the last
quarter of the current fiscal year. If Niska cannot demonstrate an
ability to improve its cash flow protection metrics, such that
debt-to-EBITDA falls below 5x, we will lower the rating to 'BB-'.
Alternatively, we would revise the outlook to stable if the
company improves its cash flow protection metrics and reduces and
sustains its fully adjusted debt-to-EBITDA below 5x," S&P said.


NORTHAMPTON GENERATING: S&P Lowers $153-Mil. Bond Rating to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Northampton Co. L.P.'s Series 1994A $153 million resource recovery
revenue bonds due 2019 to 'D' from 'CC'. The recovery rating is
'5', reflecting expectations of modest recovery of principal (10%
to 30%).


NORTHCORE TECHNOLOGIES: Opens Sales & Deployment Office in U.S.
---------------------------------------------------------------
Northcore Technologies Inc. has opened a sales and deployment
office in Naples, Florida.

The office, located at 2640 Golden Gate Parkway, will provide
Northcore a convenient venue from which to transact business
within the important Southern United States market.  The location
was also chosen because of its access to high quality technology
infrastructure and lifestyle appeal to prospective employees.

"We view the commissioning of a U.S. office as an important next
step in the execution of our strategic vision," said Amit Monga,
CEO of Northcore Technologies.  "We already have identified and
targeted a series of business opportunities for which we believe
our technology offers a compelling solution.  With the
concentration of corporate decision making power clustered in the
South Eastern United States, a Naples presence provides an
excellent base.  Additionally, as we seek to attract high quality
individuals to our team, the location has a lifestyle component
that adds to our recruitment gravity."

Individuals seeking an exciting career opportunity as part of a
team of highly motivated professionals should contact Northcore
recruiting at: hr@northcore.com.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


NORTHCORE TECHNOLOGIES: Has 'Important' Accomplishments
-------------------------------------------------------
Northcore Technologies Inc., in a corporate update, said it has
continued to execute against corporate goals with a focus on the
progressive improvement of the Company's balance sheet.  This
quarter has seen a number of important accomplishments in this
regard.

   * Conditional approval has been received from the Toronto Stock
     Exchange to proceed with the previously announced asset
     acquisition of all Discount This Holdings Limited's
     Intellectual Properties, commonly known as the "Discount This
     Platform".  This purchase is significant because of the value
     of the intrinsic Intellectual Property, particularly given
     the explosive growth of the group commerce market segment.

   * Northcore has now launched a dedicated web presence for
     Northcore Labs.  The site, located at www.ntilabs.com will
     serve as a nexus for potential partners looking to get
     information on existing projects and those seeking to explore
     new Intellectual Property initiatives.

   * The company has retired all of the original principal amounts
     of the Series L and N Convertible Debentures.  As a result of
     these conversions, Northcore has successfully removed all
     non-operational debt from its balance sheet.

"As I have previously stated, we feel that it is necessary to
ensure that our shareholders are aware of our execution against
stated goals," said Amit Monga, CEO of Northcore Technologies.
"With the acquisition of the Discount This Platform and the
subsequent launch of the Northcore Labs web site, we have
strengthened both our IP holdings and potential pipeline.  Just as
importantly, we have positioned the corporation to exit fiscal
year 2011 debt free due to the conversions of all remaining
debentures.  These achievements represent important steps along
the path to a stronger Northcore and a corresponding increase in
shareholder value."

Companies, universities, research institutes or individuals
interested examining opportunities for Intellectual Property
collaboration or monetization should contact Northcore at 416-640-
0400 or 1-888-287-7467, or via e-mail at
http://www.NTILabs@northcore.com

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


NPC INTERNATIONAL: S&P Affirms 'B' Corporate; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Pizza Hut franchisee NPC International Inc. and
removed all ratings from CreditWatch, where they were placed with
negative implications on Nov. 15, 2011. The outlook is negative.

"We also assigned a 'B' issue-level rating to NPC's proposed $465
million senior secured credit facilities. The recovery rating is
'3', indicating our expectation for meaningful (50%-70%) recovery
of principal in the event of default. The facilities consist of a
$375 million first-lien term loan and a $90 million revolving
credit facility, which we expect to remain undrawn at close," S&P
said.

"We also assigned a 'CCC+' issue-level rating with a '6' recovery
rating to NPC's proposed $190 million senior unsecured notes. The
'6' recovery rating indicates our expectation for negligible (0%-
10%) recovery of principal in the event of a payment default," S&P
said.

"The action on the corporate credit rating reflects our
expectation that NPC's substantially increased debt will weaken
credit metrics and reduce cash flow in the intermediate term,"
said Standard & Poor's credit analyst Andy Sookram.

The rating action follows NPC's sale agreement to be acquired by
Olympus Partners for between $750 million and $800 million,
excluding fees and expenses. The transaction is being financed
with a $375 million term loan, a $90 million revolver, and $190
million senior unsecured notes. Olympus and NPC's management will
invest approximately $242 million.

"Our rating outlook on NPC is negative," said Standard & Poor's
credit analyst Andy Sookram, "and we expect its performance to
remain flat to slightly negative in the near term, leading to
modestly weaker pro forma credit metrics." A downgrade could occur
if NPC's weak operating performance leads to credit measures
deteriorating and rising above 7x. This is possible if revenue
declines in the low- to mid-single digits and margins decrease 50
to 70 bps.

Although unlikely, a positive rating action could occur if NPC
reduces its debt balance with FOCF faster than our expectation,
and leverage decreases to below 5x as a result of EBITDA growth.
At that time, gross margins would increase 170 bps and revenue
would increase in the low- to mid-single-digit range.


OMNI STORAGE VI: Case Transferred to M.D. La.
---------------------------------------------
A bankruptcy judge entered an order Nov. 30 transferring the
bankruptcy case of Omni Storage VI, L.L.C. to the U.S. Bankruptcy
Court for the Middle District of Louisiana in Baton Rouge (Bankr.
11-11875).

Omni Storage filed its Chapter 11 petition (Bankr. E.D. La. Case
No. 11-13711) on Nov. 10, 2011, estimating under $1 million in
assets and debts.

A copy of the petition is at:

   http://bankrupt.com/misc/laeb11-13711p.pdf
   http://bankrupt.com/misc/laeb11-13711c.pdf

The Debtor is represented by:

Barry W. Miller, Esq.
      HELLER, DRAPER, HAYDEN, PATRICK & HORN
      P. O. Box 86279
      Baton Rouge, LA 70879-6279
      Tel: 225-767-1499
      Fax: 225-761-0760
      E-mail: bmiller@hellerdraper.com


PENINSULA HOSPITAL: Court OKs Garden City Group as Claims Agent
--------------------------------------------------------------
Peninsula Hospital Center and its Debtor affiliates obtained
authority from the court employ GCG, Inc., as claims and noticing
agent nunc pro tunc to Sept. 19, 2011.

As claims and noticing agent, GCG's services will include:

   a) preparing and serving required notices, including the
      notice of commencement and bar date notice; and

   b) filing with the Clerk's Office an affidavit or certificate
      of service with respect to each service conducted by GCG,
      that includes a reference to the notice served and the
      corresponding docket number, an alphabetical list of all
      persons to whom it was mailed, and the date and manner of
      service.

The Debtor asks for authority to compensate GCG on a monthly basis
upon GCG's submission of invoices summarizing, in reasonable
detail, the services rendered and expenses incurred in connection
with services.

Todd Miller, a member of GCG assures the Court that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Judge Stong appointed Daniel T. McMurray
at Focus Management Group as patient care ombudsman.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.


PENINSULA HOSPITAL: Committee Wins OK to Hire GCG as Claims Agent
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Peninsula
Hospital Center, et al., obtained authority from the court to
retain CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ,
Inc., as financial advisors, nunc pro tunc to Sept. 26, 2011.

The professional services CBIZ is to render will include, but are
not limited to:

   a. assisting the Committee in its evaluation of the Debtors'
      postpetition cash flow or other projections and budgets
      prepared by the Debtors or its financial advisors;

   b. monitoring the Debtors' activities regarding cash
      expenditures and general business operations subsequent to
      the filing of the petition under Chapter 11; and

   c. assisting the Committee in its review of monthly operating
      reports submitted by the Debtors or its financial advisors.

CBIZ intends to apply to the Court for allowance of compensation
and reimbursement of expenses in accordance with the applicable
provisions of the Bankruptcy Code, the applicable Federal Rules of
Bankruptcy Procedure, the Local Bankruptcy Rules, and Orders of
this Court. Compensation will be payable to CBIZ in compliance
with the above rules, on an hourly basis, plus reimbursement of
actual, necessary expenses incurred by CBIZ.

Charles M. Berk, a member of the Firm assures the court that CBIZ
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                      About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Judge Stong appointed Daniel T. McMurray
at Focus Management Group as patient care ombudsman.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.


PENINSULA HOSPITAL: Court OKs Neubert Pepe as Ombudsman's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Daniel T. McMurray, the patient care ombudsman
appointed in the Chapter 11 case of Peninsula Hospital Center, to
employ Neubert, Pepe & Monteith P.C. as counsel.

The firm will represent the ombudsman in any proceeding or hearing
in the Court, and in any action in other courts where the rights
of the patients generally may be litigated or affected as a result
of the case.

The firm will charge $400 per hour of this engagement.

The ombudsman assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Judge Stong appointed Daniel T. McMurray
at Focus Management Group as patient care ombudsman.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.


RCR PLUMBING: Cash Collateral Hearing Continued Until Dec. 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the stipulation authorizing, on an interim basis, RCR
Plumbing and Mechanical Inc., to:

   -- use the cash collateral until Dec. 13, 2011, and

   -- continuing the hearing for further cash collateral use from
   Nov. 29, 2011 at 1:00 p.m. to December 13, 2011, at 1:00 p.m.

The stipulation entered among the Debtor, PNC Bank, National
Association, and the Official Committee of Unsecured Creditors
provided for, among other things:

   1. use of the cash collateral to pay any expenses actually
   incurred by the Debtor for its business operations during the
   period;

   2. as adequate protection for any diminution in value of the
   lenders' collateral, the Debtors will grant the secured
   creditors a replacement lien in all prepetition and
   postpetition assets with the same priority as the prepetition
   lien;

   3. timely payment from the cash collateral all non-default fees
   and charges related to any letter of credit issued by the
   lender and as provided for under loan documents in the
   approximate amount of $49,000 per quarter as the amounts become
   due and payable;

   4. pending the final or further interim hearing on the use of
   cash collateral, the Debtor is not authorized to use funds
   aggregating approximately $613,000 (as of the Petition Date)
   contained in the debtor-in-possession bank accounts at PNC; and

   5. maintaining at all times casualty and loss insurance
   coverage of the collateral in compliance with the U.S. Trustee
   Guidelines and in an amount reasonable acceptable to lender to
   sufficiently cover lender's interest in the collateral.

In relation to the stipulation, the Court vacated the hearing
scheduled for Nov. 29.  The Court also approved the second
stipulation extending until Nov. 28, the Committee's deadline to
object to the Debtor's motion for (1) cash collateral use; and (2)
compelling turnover of estate funds.

As reported in the TCR on Nov. 1, 2011, PNC Bank asserts a
contingent first priority interest in the Debtor's cash based on a
$6.5 million undrawn revolving line of credit.  The Richey Family
Trust is a family trust of the Debtor's president and CEO, Robert
C. Richey.  The trust asserts an interest in the Debtor's cash for
advances made to the Debtor for operations pursuant to a
$1.255 million subordinated note.

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
BSW & Associates as financial advisor.  Kurtzman Carson
Consultants LLC serves as noticing agent.  In its petition, RCR
Plumbing estimated $10 million to $50 million in assets and debts.
The petition was signed by Robert C. Richey, president/CEO.


RCR PLUMBING: Gets Court's Nod to Obtain DIP Financing
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on Nov. 14, 2011, RCR Plumbing and Mechanical Inc., to
(i) incur debt; and (ii) enter into transactions outside the
ordinary course of business.

As reported in the Troubled Company Reporter on Nov. 15, 2011, the
Debtor sought Court's authorization to enter into an insurance
premium financing agreement with Premium Finance Corporation, and
to pay down payment due Nov. 1, 2011.

The Debtor's insurance policies expired on Nov. 1.  As a plumbing
and HVAC subcontractor, the Debtor cannot operate its business
without the proper insurance coverage.  The Debtor has been quoted
an annual premium of $1,183,071 for new coverage.  Unfortunately,
the Debtor does not have sufficient cash on hand to pay the annual
premium in lump sum.

The terms of the financing agreement includes:

         Total premium:                $1,183,071
         Cash Down Payment:              $323,500
         Unpaid Premium Balance:         $859,571
         Finance Charge                   $14,715
         Total of Payments:              $874,286
         Annual Percentage Rate:            4.09%
         Payment Term:                   9 months
         Monthly Payment:                 $97,142

The Debtor's obligations under the financing agreement will be
secured by unearned premiums.

The Debtor related that the interests of secured creditors PNC
Bank and the Richey Family Trust are over-secured and adequately
protected.  The Debtor noted that its indebtedness to PNC Bank and
Richey, as an individual and as trustee of the Robert C. Richey
Family Truste dated Jan. 20, 1997 are secured by substantially all
of the Debtor's assets.

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
Sidley Austin LLP as its special labor and employment counsel
BSW & Associates as financial advisor.  Kurtzman Carson
Consultants LLC serves as noticing agent.  In its petition, RCR
Plumbing estimated $10 million to $50 million in assets and debts.
The petition was signed by Robert C. Richey, president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


REICHHOLD INDUSTRIES: S&P Lowers Corp. Credit Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Durham,
N.C.-based Reichhold Industries Inc. to 'CCC+' from 'B-'. The
outlook is negative. "At the same time, we revised the recovery
rating on the company's $195 million unsecured notes due Aug. 15,
2014, to '6', indicating our expectation for a negligible (0% to
10%) recovery in the event of a payment default, and lowered our
issue-level rating on the notes to 'CCC-' from CCC+'. The company
has a $100 million asset-based revolving credit facility due May
1, 2014, which we do not rate," S&P said.

"The downgrade reflects the continuation of weak operating
results, driven by elevated raw material costs, limited pricing
power, and weak end market demand that has negatively impacted
profitability in both of the company's segments," said Standard &
Poor's credit analyst Henry Fukuchi. "The downgrade also
incorporates our heightened concern over liquidity if business
conditions do not improve or continue to deteriorate, placing
further pressure on operating margins and cash flow generation
over the next few months. We do not expect the company to be able
to materially improve its financial profile in the next few
quarters, particularly due to the challenging economic operating
environment in North America and Western Europe."

"While we expect the business environment to be challenging in the
coming months, we expect various cost-cutting initiatives to
partially mitigate unfavorable trends. We expect these initiatives
to include headcount reductions, a plant closure in the Czech
Republic, and decreased production in North America in the next
few quarters. On an annualized basis, the company expects about
$20 million in cost reductions comprised of about $8 million
related to its Czech plant shutdown, $8 million related to
shutting down idle portions of its existing plants in North
America, and about $4 million related to headcount reductions
there and in Europe," S&P said.

"The rating on Reichhold, a producer of unsaturated polyester
resins used for composite applications and resins used for
coatings by architectural and industrial customers, reflects the
company's highly leveraged financial profile and a vulnerable
business risk profile characterized by low operating margins and
cyclical, competitive markets. Reichhold's market positions in its
resins product lines and significant geographic diversity of sales
only partially mitigate these weaknesses," S&P said.

"The negative outlook reflects the potential for ratings to move
lower if liquidity weakens further or if the financial profile
deteriorates further due to continued weak operating results and
cash flow generation, with no clear prospects for a material turn
around in operating trends," S&P related.

"We could lower the ratings further if operating margins (before
depreciation and amortization) do not improve from currently low
levels toward the mid-single-digit percentage area on a quarterly
basis or if total liquidity deteriorates further," Mr. Fukuchi
continued. "In this scenario, the company's EBITDA will be zero or
slightly positive and liquidity will likely be further
constrained. Although we do not expect to raise the ratings within
the next year, we could do so if materially favorable business
conditions result in improving operating trends with sustainable
results. For a higher rating, we would also need evidence of
improved margins over time, adequate liquidity, free cash flow
generation, and FFO to total adjusted debt approaching 10% through
a business cycle."


RESPONSE BIOMEDICAL: Posts C$2.2-Mil. Net Loss in 3rd Quarter
-------------------------------------------------------------
Response Biomedical Corporation reported a net loss of
C$2.2 million on C$1.6 million of product sales for the three
months ended Sept. 30, 2011, compared with a net loss of
C$2.6 million on C$1.5 million of product sales for the same
period of 2010.

The Company reported a net loss of C$4.6 million on C$6.3 million
of product sales for the nine months ended Sept. 30, 2011,
compared with a net loss of C$7.3 million  on C$5.1 million of
product sales for the same period last year.

The Company's balance sheet at Sept.  30, 2011, showed
C$15.9 million in total assets, C$12.0 million in total
liabilities, and stockholders' equity of C$3.9 million.

Ernst & Young LLP, in Vancouver, Canada, expressed substantial
doubt about Response Biomedical's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has sustained continuing losses
since its formation resulting in a deficit of C$100.8 million as
of Dec. 31, 2010, and has not generated positive cash flow from
operations.

A copy of Response Biomedical's consolidated financial statements
for the three months ended Sept. 30, 2011, is available for free
at http://is.gd/aiMDyg

                    About Response Biomedical

Vancouver, Canada-based Response Biomedical Corporation (TSX: RBM,
OTC BB: RPBIF) develops, manufactures and markets rapid on-site
diagnostic tests for use with its RAMP(R) platform for clinical
and environmental applications.


RIVER ROCK: Holders Tender $184 Million Senior Notes Due 2011
-------------------------------------------------------------
River Rock Entertainment Authority announced that, in connection
with its ongoing offer to exchange its 9 3/4% Senior Notes due
2011, as of 5:00 pm on Dec. 5, 2011, the Authority had received
tenders of an aggregate principal amount of Existing Notes of
$184.07 million, which represents 92.03% of the total principal
amount of outstanding Existing Notes.

These tenders also constitute consents to the adoption of certain
amendments to the indenture governing the Existing Notes and
related collateral documents and the waiver of existing defaults
or events of default under the indenture and the right to have the
Authority file reports with the Securities and Exchange
Commission.  These amendments and waivers required the consent of
holders of 66-2/3% in aggregate principal amount of the
outstanding Existing Notes which has now been obtained.  The
Authority and the Tribe expect to enter into a First Supplemental
Indenture and amendments to the collateral documents with U.S.
Bank National Association, as trustee for the Existing Notes, as
soon as possible to implement the amendments.  The First
Supplemental Indenture will become effective upon execution.
Existing Notes tendered and consents delivered may no longer be
withdrawn or revoked after the date when the First Supplemental
Indenture becomes effective.

The Authority also decided to increase the interest rate offered
on the New Series B Notes to 8.0% from 7.5% and to extend the
Consent Date by which Holders who tender their Existing Notes and
deliver corresponding consents will receive the Consent Premium to
12:00 Midnight on Dec. 7, 2011.  Holders who have already tendered
Existing Notes and delivered consents with respect thereto will be
permitted to modify any previously-made election for New Series A
or New Series B Notes with respect to tendered Existing Notes
until the Withdrawal Deadline.

The offer and consent solicitation is being made exclusively
pursuant to, and upon the terms and subject to the conditions set
forth in, the Offering Circular and Consent Solicitation Statement
of the Authority, dated Nov. 18, 2011, and the related Letter of
Transmittal and Consent, which have been furnished to holders of
Existing Notes.  The Authority expects to furnish promptly to
holders offer materials reflecting the amendments.  Please refer
to these materials and to the procedures described under
"Withdrawal of Tenders and Revocation of Consents" in the Offering
Circular and contact DF King & Co. Inc., the Information for the
exchange offer and consent solicitation, at (800) 714-3313 if you
have any questions regarding how to change your election for New
Notes.

                         About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

River Rock's balance sheet at Sept. 30, 2011, showed
$222.79 million in total assets, $214.66 million in total
liabilities, all current, and $8.13 million in total net assets.

                          *     *      *

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered River Rock Entertainment Authority's ("RREA" or
"Authority") Probability of Default Rating ("PDR") to D from Caa2
and its Corporate Family Rating ("CFR") to Ca from Caa2.

Moody's rating action was prompted by the Authority's inability to
complete the proposed refinancing transaction on time, resulting
in non-payment of the principal amount due on its existing debt of
$200 million senior secured notes on their maturity date of
November 1, 2011, which Moody's views as a default.  The downgrade
of the CFR to Ca reflects Moody's view that the current debt
holders could incur a possible material impairment in the debt
restructuring process.  The company is in discussion with lenders
and has entered into a forbearance and support agreement dated
November 2, 2011 with approximately 60% of note holders that
contemplates an exchange offer.

In the Dec. 13, 2010 edition of the Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'.  At the same
time, S&P placed the ratings on CreditWatch with negative
implications.  RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).

"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak.  "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs.  In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."

                       Bankruptcy Warning

The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay.  The Company's $200.0
million of Senior Notes mature in November 2011.  The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur.  In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact.  In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code.  Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding.  If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease.  It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.


ROUND TABLE: Judge Tosses Bid to Derail Bankruptcy-Exit Plan
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge threw out
last-minute objections that Round Table Pizza Inc.'s unsecured
creditors had raised over the Medieval-themed pizza chain's
bankruptcy-exit plan, clearing the way for the restaurant chain's
plan to head to court for what could be its final stamp of
approval.

                       About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table is a major West Coast pizza chain.  There are
currently approximately 348 franchised stores, operated by
approximately 150 franchisees.  Prior to the petition date, Round
Table operated 128 company-owned stores.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


SAND SPRING: Files Schedules of Assets and Liabilities
------------------------------------------------------
Sand Spring Capital III, LLC, and certain of its affiliates have
filed their respective schedules of assets and liabilities with
the U.S. Bankruptcy Court for the District of Delaware.

Sand Spring Capital III, LLC's schedules disclosed:

    Name of Schedule               Assets        Liabilities
    ----------------             ----------      -----------
A. Real Property                         $0
B. Personal Property             $4,482,373
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                            $4,140
                                 ----------      -----------
       TOTAL                     $4,882,373           $4,140

A copy of Sand Spring Capital III, LLC's schedules is available
for free at http://bankrupt.com/misc/sandspring.dkt55.pdf

CA Core Fixed Income Fund, LLC's schedules disclosed:

    Name of Schedule               Assets        Liabilities
    ----------------            -----------      -----------
A. Real Property                         $0
B. Personal Property            $36,176,682
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                           $48,244
                                -----------      -----------
       TOTAL                    $36,176,682          $48,244

A copy of CA Core Fixed Income Fund's schedules is available for
free at http://bankrupt.com/misc/sandspring.dkt57.pdf

CA Core Fixed Income Offshore Fund, Ltd.'s schedules disclosed:

    Name of Schedule               Assets        Liabilities
    ----------------             ----------      -----------
A. Real Property                         $0
B. Personal Property             $6,900,726
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                           $10,393
                                 ----------      -----------
       TOTAL                     $6,900,726          $10,393

A copy of CA Core Fixed Income Offshore Fund's schedules is
available for free at:

          http://bankrupt.com/misc/sandspring.dkt59.pdf

CA High Yield Fund, LLC's schedules disclosed:

    Name of Schedule               Assets        Liabilities
    ----------------             ----------      -----------
A. Real Property                         $0
B. Personal Property             $5,626,644
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                           $11,568
                                 ----------      -----------
       TOTAL                     $5,626,644          $11,568

A copy of CA High Yield Fund's schedules is available for free at:

          http://bankrupt.com/misc/sandspring.dkt61.pdf

CA High Yield Offshore Fund, Ltd.'s schedules disclosed:

    Name of Schedule               Assets        Liabilities
    ----------------            -----------      -----------
A. Real Property                         $0
B. Personal Property            $10,840,032
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                           $22,785

                                -----------      -----------
       TOTAL                    $10,840,032          $22,785

A copy of CA High Yield Offshore Fund's schedules is available for
free at http://bankrupt.com/misc/sandspring.dkt63.pdf

CA Strategic Equity Fund, LLC's schedules disclosed:

    Name of Schedule               Assets        Liabilities
    ----------------             ----------      -----------
A. Real Property                         $0
B. Personal Property             $2,013,461
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                                $0
                                 ----------      -----------
       TOTAL                     $2,013,461               $0

A copy of CA Strategic Equity Fund's schedules is available for
free at http://bankrupt.com/misc/sandspring.dkt65.pdf

CA Strategic Equity Offshore Fund, Ltd.'s schedules disclosed:

    Name of Schedule               Assets        Liabilities
    ----------------             ----------      -----------
A. Real Property                         $0
B. Personal Property             $2,285,492
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                                $0
                                 ----------      -----------
       TOTAL                     $2,285,492               $0

A copy of CA Strategic Equity Offshore Fund's schedules is
available for free at:

          http://bankrupt.com/misc/sandspring.dkt67.pdf

Sand Spring Capital III, Ltd.'s schedules disclosed:

    Name of Schedule               Assets        Liabilities
    ----------------             ----------      -----------
A. Real Property                         $0
B. Personal Property             $2,214,099
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                            $1,820
                                 ----------      -----------
       TOTAL                     $2,214,099           $1,820

A copy of Sand Spring Capital III, Ltd.'s schedules is available
for free at http://bankrupt.com/misc/sandspring.dkt69.pdf

Sand Spring Capital III Master Fund, LLC's schedules disclosed:

    Name of Schedule               Assets        Liabilities
    ----------------             ----------      -----------
A. Real Property                         $0
B. Personal Property             $7,096,473
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                                $0
                                 ----------      -----------
       TOTAL                     $7,096,473               $0

A copy of Sand Spring Capital III Master Fund's schedules is
available for free at:

          http://bankrupt.com/misc/sandspring.dkt71.pdf

                About Sand Spring Capital III, LLC

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware,
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor,
Wilmington, Delaware serves as counsel to the Debtor.  Affiliates,
Sand Spring Capital III, LLC, CA Core Fixed Income Fund, LLC, CA
Core Fixed Income Offshore Fund, Ltd., CA High Yield Fund, LLC, CA
High Yield Offshore Fund, Ltd., CA Strategic Equity Fund, LLC, CA
Strategic Equity Offshore Fund, Ltd., Sand Spring Capital III,
Ltd., Sand Spring Capital III Master Fund, LLC, sought Chapter 11
protection on the same day.


SEDONA DEVELOPMENT: Competing Disclosure Statements Rejected
------------------------------------------------------------
Judge Redfield Baum has ordered that the approval of Sedona
Development Partners, LLC, and The Club at Seven Canyons,
LLC's disclosure statements is vacated.  Judge orders that both
the
Debtors and Specialty Financial, Inc., are required to provide
significantly more specific information to get approval of any
disclosure statement.  Specialty's amended disclosure statement is
also not approved.

The Debtors had earlier objected to Specialty Finance's disclosure
statement as lacking adequate information.  At the hearing, the
court inquired if the Disclosure Statement contained the
equivalent information demanded of Specialty by the Debtors and
the court was assured that it did have all that information.  The
court directed that if the demands of the debtors were valid its
Disclosure Statement must meet the same standards.

Judge Baum has carefully reviewed the Debtors' objection and its
Disclosure Statement and finds that much of the "requirements" set
forth by the Debtors in its objection to Specialty Finance's
Disclosure Statement are materially lacking in its own Disclosure
Statement.  Specifically, in reviewing the Debtors' Disclosure
Statement, it appears to the court that the Disclosure Statement
does not even disclose who specifically are the "interest holders"
who are going to fund and operate the proposed reorganized debtor.

Developer Finance Corporation had also filed an objection to the
First Amended Disclosure Statement filed by the Debtor until the
Disclosure Statement is amended to include all of the information
required for Developer Finance Corporation, other creditors and
interested parties to make a determination about the plan and its
feasibility.

                       Specialty Trust Plan

As reported in the Troubled Company Reporter on Oct. 31, 2011,
Specialty Trust, Inc., et al., filed with the U.S. Bankruptcy
Court for the District of Arizona on Oct. 20, 2011, a first
Amended Disclosure Statement in support of its Creditor Plan for
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/sedona.dkt674.pdf

As reported in the TCR on Sept. 28, 2011, the Debtors asked the
Bankruptcy Court to deny approval of the Disclosure Statement
explaining the Plan of Reorganization proposed by Specialty unless
and until Specialty provides the requisite adequate information
regarding the Creditor Plan.

According to the Debtor, Specialty attempts to tout its proposed
Creditor Plan as a superior alternative to the Debtors' proposed
Second Amended Joint Plan of Reorganization.  However, Specialty's
proposed Creditor Plan is nothing more than a series of vague and
misleading promises with no real proposal for implementation.  The
Creditor Disclosure Statement is devoid of significant material
disclosures that are absolutely necessary to any determination
whether to vote for or against the Creditor Plan.  The Creditor
Disclosure Statement, the Debtor adds, is also misleading in
several material respects.

The Creditor Plan will initially be funded by a loan from an
entity created specifically to lend up to $14,500,000 to the
Reorganized Debtor for purposes of funding the Creditor Plan and
operating Seven Canyons.  The members of SPE Lender will be
Specialty and Northlight Financial LLC and other investors or
funding sources.

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.


SKINNY NUTRITIONAL: Issues $50,000 Convertible Note
---------------------------------------------------
In November 2011, Skinny Nutritional Corp. commenced a private
offering pursuant to which it is offering an aggregate amount of
$2,500,000 of units of the Company's securities on a "best
efforts" basis.  Each Unit consists of one (1) Convertible Senior
Subordinated Secured Note in the principal amount of $25,000 and
one (1) Series A Common Stock Purchase Warrant.

As of Nov. 30, 2011, the Company entered into a Subscription
Agreement with an accredited investor, pursuant to which the
Company sold and issued to the investor a Convertible Note in the
aggregate principal amount of $50,000 and a Series A Warrant to
purchase 1,666,667 shares of Common Stock in the second closing of
the Unit Offering.  The aggregate principal amount of the
Convertible Note issued in the second closing is initially
convertible into 1,666,667 shares of common stock.  The purchase
price for the securities sold at the second closing was paid in
cash to the Company at the second closing.

In consideration for services rendered as the placement agent in
the Unit Offering, the Company agreed to pay to the placement
agent cash commissions equal to $4,000, or 8.0% of the gross
proceeds received in the initial closing of the Unit Offering, and
agreed to issue to the placement agent a five-year warrant to
purchase an aggregate of 166,667 shares of the Company's common
stock at an exercise price of $0.05 per share.  In addition, in
the first closing of the Unit Offering, the Company agreed to pay
the placement agent cash commissions of $20,000 and to issue it an
Agent Warrant to purchase 833,333 shares of common stock.

Net proceeds from the sale of the securities in the second
closing, after payment of offering expenses and commissions, are
$46,000.  The Company intends to use the proceeds from the
Offering for working capital and general corporate purposes.  The
securities being offered have not been registered under the
Securities Act or any state securities laws and will be offered in
reliance upon the exemption from registration set forth in Section
4(2) of the Securities Act or any state Regulation D, promulgated
thereunder.  Those shares may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/tqVDEk

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $6.91 million on $6.92 million
of net revenue for the year ended Dec. 31, 2010, compared with a
net loss of $7.30 million on $4.14 million of net revenue during
the prior year.

The Company also reported a net loss of $5.86 million on $5.18
million of net revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.39 million on $5.91 million of net
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.22
million in total assets, $3.58 million in total liabilities, all
current, and a $366,271 stockholders' deficit.

As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand.  The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, respectively.  Additionally, the Company is currently in
arrears under its obligation for the purchase of trademarks.
Under the agreement, the seller of the trademarks may choose to
exercise their legal rights against the Company's assets, which
includes the trademarks.


SUN PRODUCTS: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Wilton, Conn.-based Sun Products Corp. to 'B-' from 'B'.
"We also lowered the rating on the company's first-lien senior
secured credit facilities to 'B+' from 'BB-', and the rating on
its second-lien senior secured term loan facility to 'CCC' from
'B'. The recovery ratings on the first-lien facilities remain '1',
which continues to indicate our expectation for very high recovery
(90% to 100%) of principal in the event of a payment default.
However, we revised the recovery rating on the second-lien
facility to '6' from '4', indicating our expectation for less-
favorable recovery prospects for second-lien lenders than
previously expected, based on lower EBITDA generation, which
resulted in a lower enterprise value under our simulated default
scenario. We now expect second-lien lenders to obtain negligible
recovery (0% to 10%) of principal in the event of a payment
default," S&P said.

"The downgrade reflects weaker-than-expected operating performance
and cash flow generation, which has led to a deterioration credit
protection measures," said Standard & Poor's credit analyst Mark
Salierno.

Standard & Poor's estimates adjusted cash flow metrics are
currently thin, with EBITDA coverage of interest of about 1.2x and
a ratio of funds from operations to total debt just below 5% for
the trailing 12 months ended Sept. 30, 2011. This compares with
prior-year levels of interest coverage of about 2.2x and funds
flow coverage of nearly 9%.

"We also base our assessment of the company on what we see as its
narrow business and geographic focus, some customer concentration
risk, and its participation in the mature and highly competitive
North American detergent category of the consumer products sector.
This category is intensely competitive, which has hurt the
company's profitability over the past two years," S&P said.

"The outlook is negative, reflecting our view that operating
performance will remain under pressure heading into 2012 owing to
a continuation of intense price competition, its need to reduce
inventories, and the potential for further increases in already
high raw material costs," S&P said.


SUPERMEDIA INC: Repurchase Offer to Expire by Dec. 13
-----------------------------------------------------
On Nov. 8, 2011, SuperMedia Inc., entered into the Second
Amendment to the Loan Agreement, dated as of Dec. 31, 2009, by and
among the Company, lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as collateral agent and administrative
agent for the lenders.  The Amendment, among other things, allows
the Company to repurchase and retire debt below par, subject to
the procedures and conditions set forth in the Loan Agreement.

Under the terms and conditions of the Loan Agreement, the Company
has commenced an offer to utilize up to approximately $117,000,000
to repurchase debt at a price of 43% to 50% of par.  The offer
will expire at 3:00 p.m., New York City time, on Tuesday, Dec. 13,
2011, unless extended by the Company.

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


T3 MOTION: Five Directors Elected at Annual Meeting
---------------------------------------------------
T3 Motion, Inc., held its annual stockholders meeting on Friday,
Dec. 2, 2011.  At the Annual Meeting, stockholders elected five
directors, namely: (1) Ki Nam, (2) Steven Healy, (3) Mary Schott,
(4) David Snowden and (5) Robert Thomson.  Stockholders approved
an increase in the number of shares underlying the Company's 2010
Stock Incentive Plan from 650,000 to 3,150,000.  Stockholders
ratified the appointment of KMJ Corbin & Company LLP as the
Company's independent auditors for the fiscal year ending Dec. 31,
2011.  The proposal to conduct an advisory vote to approve the
compensation paid to the Company's named executive officers was
approved.  At the Annual Meeting, stockholders approved yearly
advisory vote on the compensation of the Company's named executive
officers.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company has incurred significant operating losses and has used
substantial amounts of working capital in its operations since its
inception.  The Company has an accumulated deficit of $50.7
million as of June 30, 2011, and has a net loss of $1.3 million
and used cash in operations of $3.9 million for the six months
ended June 30, 2011.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company also reported a net loss of $2.51 million on
$4.21 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $4.39 million on $3.62 million
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.10
million in total assets, $3.08 million in total liabilities and
$5.01 million in total stockholders' equity.


TARGUS INFORMATION: S&P Withdraws 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Vienna,
Va.-based TARGUS Information Corp. This includes the 'B+'
corporate credit rating and the 'BB-' issue-level rating and '2'
recovery rating on the company's secured credit facilities. The
withdrawal follows the completion of Neustar Inc.'s (BB/Stable/--)
acquisition of TARGUS last month and the redemption of TARGUS'
outstanding debt.


TELETOUCH COMMUNICATIONS: Arbitrator Dismisses Claims vs. AT&T
--------------------------------------------------------------
An Agreed Order of Dismissal was entered by the Honorable Karen
Wilcutts, arbitrator in the matter between Claimant/Counter-
Respondent, Progressive Concepts, Inc., and Respondents/Counter-
Claimant, New Cingular Wirleless PCS, LLC d/b/a AT&T Mobility.
The Parties have announced that all matters of controversy in the
arbitration matter have been fully settled and compromised and
have agreed that any and all claims asserted in this matters by
any Party should be dismissed with prejudice.

The arbitration matter had been pending since the initial claim
was filed by PCI in October 2009.

On Nov. 23, 2011, PCI and AT&T entered into a settlement and
release agreement pursuant to which the parties agreed to settle
all of their disputes subject to the arbitration.

PCI is Teletouch Communications, Inc.'s wholly-owned subsidiary.

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company's balance sheet at Aug. 31, 2011, showed $17.90
million in total assets, $29.18 million in total liabilities and a
$11.28 million total shareholders' deficit.

As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston,
Texas, noted that the Company has increasing working capital
deficits, significant current debt service obligations, a net
capital deficiency along with current and predicted net operating
losses and negative cash flows which raise substantial doubt about
its ability to continue as a going concern.


TIFFEN MANUFACTURING: Tax Dividends to Insiders Are Fraudulent
--------------------------------------------------------------
Bankruptcy Judge Dorothy Eisenberg ruled on the adversary
proceedings commenced by Robert L. Pryor, Chapter 7 Trustee of the
bankruptcy estate of TC Liquidations, LLC, et al., against four
insiders of the Debtors to recover certain transfers that the
Debtors made to the Defendants between January 2001 and February
2003.  The transfers included (a) two different sets of dividends
that the Debtors issued to the Defendants, and (b) increases in
certain of the Defendants' salaries while they were employed by
the Debtors.  In a Dec. 6, 2011 Memorandum Decision available at
http://is.gd/CUjTkGfrom Leagle.com, Judge Eisenberg denied the
Trustee's Causes of Action with respect to the Salary Increases
and a Saunders Loan Dividends, but held that the Tax Dividends
during that period were fraudulent conveyances that should be
avoided.  Judge Eisenberg said the Debtors were insolvent from the
end of February 2002/beginning March 2002 through February 2003.
The Court awarded the Debtors' estate damages relating to the Tax
Dividends. The Trustee can recover for the Tax Dividends that the
Defendants received from Debtors from January 2001 through
February 2003: (a) Steven Tiffen: $205,000; (b) Ira Tiffen:
$169,760; (c) Sandra Cohen: $313,244; and (d) Barbara Mendelson:
$31,100.

The adversary cases are: ROBERT L. PRYOR, Chapter 7 Trustee of the
bankruptcy estate of TC Liquidations, LLC, et al., v. STEVE
TIFFEN; ROBERT L. PRYOR, Chapter 7 Trustee of the bankruptcy
estate of TC Liquidations, LLC, et al., v. IRA TIFFEN; ROBERT L.
PRYOR, Chapter 7 Trustee of the bankruptcy estate of TC
Liquidations, LLC, et al., v. BARBARA MENDELSON; and ROBERT L.
PRYOR, Chapter 7 Trustee of the bankruptcy estate of TC
Liquidations, LLC, et al., v. JEFFREY COHEN AND SANDRA COHEN, Adv.
Proc. No. 05-8682-dte., 05-8683-dte, 05-8684-dte, 05-8685-dte
(E.D.N.Y.).

                           About Tiffen

Tiffen Manufacturing Corp. manufactured, distributed and sold
photographic supplies and equipment.  In 1999 TMC entered into a
Contribution Agreement with Eastman Kodak Company.  Kodak licensed
its brand to TMC and the companies formed a new limited liability
company called The Tiffen Company LLC.  In December 1999 the newly
formed Tiffen LLC purchased Kalimar Inc., which manufactured and
distributed cameras and accessories, had a large client base that
included Walmart, Best Buy and Target, and held a license with the
Barbie line of dolls.  That same month TMC combined all of its
remaining assets with Tiffen LLC and it became Tiffen LLC's
managing entity.  Tiffen LLC also entered into various licensing
and supply agreements with Kodak.

Tiffen Company LLC filed its Chapter 11 bankruptcy petition on
Feb. 28, 2003.  Tiffen Manufacturing Corp. filed its chapter 11
petition on April 23, 2003 (Bankr. E.D.N.Y. Case No. 03-82765).
Saunders Photo-Graphic, Inc. ((Bankr. E.D.N.Y. Case No. 03-84721-
dte), HTN Photo, Inc. (Bankr. E.D.N.Y. Case No. 03-84722), and
S.P. Acquisitions Corp. (Bankr. E.D.N.Y. Case No. 803-84723-dte)
filed their chapter 11 petitions on July 15, 2003.

On August 5, 2003 the Court approved the sale of substantially all
of the Debtors' assets to an entity named Tiffen Acquisition, LLC
for $5.25 million, with an additional $3 million note tied to the
collection of the Debtors' ineligible receivables and inventory.
The Court also approved the substantive consolidation of the
Debtors' five related cases. The Debtors remained in chapter 11
for approximately one year, but they were financially unable to
formulate a plan of reorganization.  On June 8, 2004, the Court
converted the Debtors' cases from chapter 11 to chapter 7, and
Robert L. Pryor was named Chapter 7 Trustee.

The Trustee is represented by:

          A. Scott Mandelup, Esq.
          PRYOR & MANDELUP, L.L.P.
          675 Old Country Road
          Westbury, New York 11590
          Tel: (516) 997-0999

               - and -

          David A. Blansky, Esq.
          LAMONICA HERBST & MANISCALCO LLP
          3305 Jerusalem Avenue
          Wantagh, NY 11793
          Tel: 516-826-6500
          E-mail: dab@lhmlawfirm.com

The insider-defendants are represented by:

          Scott S. Balber, Esq.
          CHADBOURNE & PARKE LLP
          30 Rockefeller Plaza
          New York, NY 10112
          Tel: (212) 408-5466
          E-mail: sbalber@chadbourne.com

               - and -

          Michael Amato, Esq.
          RUSKIN MOSCOU FALTISCHEK, P.C.
          East Tower, 15th Floor
          Uniondale, NY 11556-1425
          Tel: (516) 663-6517
          Fax: (516) 663-6717
          E-mail: mamato@rmfpc.com


TOP OF THE KRESS: Judge Marlar Dismisses Chapter 11 Case
--------------------------------------------------------
Stephanie Sanchez at KSWT News reports that Judge James M. Marlar
of the United States Bankruptcy Court for the District of Arizona
has dismissed the Chapter 11 case of Top of the Kress.

"At the very least, any creditor with a plausible plan for turning
this case into a silk purse would have suggested something by now,
rather than just allowing the debtor to continue its current death
rattle.  Nothing is coming out of this case but more pain.  It is
now time to mercifully end it," the report quotes Judge Marlar as
stating.

Top of the Kress operates a bar on Main Street in downtown Yuma,
Arizona.  The Company filed for Chapter 11 bankruptcy to
reorganize its finances in 2010.


TRAVELPORT HOLDINGS: Unit Completes Offering of $346MM Notes
------------------------------------------------------------
Travelport Limited's wholly-owned subsidiary, Travelport LLC,
completed a private offering of approximately $346 million in
aggregate principal amount of the Company's Second Priority Senior
Secured Notes due 2016.  The Notes will mature on Dec. 1, 2016.

In connection with the previously announced successful completion
of the restructuring of the senior unsecured payment-in-kind term
loans of our direct parent holding company, Travelport Holdings
Limited, the Notes were issued to the lenders party to the
previously disclosed Second Lien Credit Agreement, which required
the Company, under certain conditions, to convert the terms loans
under the Second Lien Credit Agreement into newly issued private-
for-life bonds governed by an indenture containing substantially
the same covenants, events of default and remedies as the Second
Lien Credit Agreement.

In connection with the consummation of such Bond Conversion, on
Nov. 30, 2011, the Company and certain of the Company's wholly-
owned subsidiaries guaranteeing the Notes, and Wells Fargo Bank,
National Association, as trustee and collateral agent, entered
into an indenture which governs the terms of the Notes.  The
Indenture, among other things, (i) provides for an interest rate
for the Notes equal to LIBOR plus 6%, payable in cash only when
permitted by the terms of the Company's Fourth Amended and
Restated Credit Agreement or payment-in-kind interest on a
cumulative quarterly basis; (ii) provides for guarantees, on a
second priority secured basis, by the same entities that guarantee
the obligations under the Fourth Amended and Restated Credit
Agreement; and (iii) has substantially the same covenants and
events of default as under the Fourth Amended and Restated Credit
Agreement.

As a result of the consummation of the Bond Conversion and the
entry into the Indenture governing the terms of the Notes, the
Second Lien Credit Agreement was terminated effective Nov. 30,
2011.

The Notes have not been registered under the Securities Act of
1933, as amended, or any state securities law and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities.

                      About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$3.43 billion in total assets, $4.21 billion in total liabilities
and a $780 million total deficit.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


U.S. EAGLE: Committee Taps Eisneramper as Accountant & Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of U.S. Eagle Corporation asks the U.S. Bankruptcy Court for
the District Court of New Jersey for permission to retain
Eisneramper LLP as accountant and financial advisor.

The Committee needs Eisneramper to perform these professional
services:

   a) gain an understanding of the Debtors' business,
      books and records and reporting systems;

   b) review key pleadings and filings in connection
      with the bankruptcy case, including the Debtors'
      statement of financial affairs, Chapter 11
      schedules, and financial budgets;

   c) consult with the Committee, the Committee's counsel
      and the Debtors' representatives regarding the
      Debtors' financial performance;

   d) assist the Committee in analyzing budget vs. actual
      results;

   e) consult with the Committee, in preparing and
      reviewing financial information required in a
      Plan of Reorganization, including disclosures;

   f) consult with the Committee, and where necessary,
      assist in the preparation of business plans,
      including long-term projections and liquidation
      analyses;

   g) analyze, formulate and advise in connection with
      potential income tax ramifications of this
      Chapter 11 filing or proposed Plan of Reorganization;

   h) provide expert witness testimony, as required, in
      connection with financial issues relating to this
      Chapter 11 matter;

   i) attend meetings and telephone calls with management,
      counsel and other parties, as necessary; and

   j) provide other services as directed by the Committee
      and/or its counsel.

EisnerAmper will be paid based on the usual and customary billing
rates of its professionals:

   Designations                Hourly Rates
   ------------                ------------
   Partners/Directors           $400 - $560
   Managers/Senior Managers     $275 - $400
   Paraprofessionals/Staff      $115 - $275

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                         About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


USA SPRINGS: Initial Funding From Swiss Underwriter Hasn't Arrived
------------------------------------------------------------------
Bob Sanders at New Hampshire Business Review reports that USA
Springs has been unable to close on a $60 million loan because
initial funding from its Swiss underwriter, Malom Group AG, still
has not arrived.

According to the report, the deal, which would enable the company
to resume construction on its controversial partially completed
bottling plant on the border of Nottingham and Barrington, was
originally supposed to close on Oct. 3, 2011, with the arrival of
$19.3 million bridge loan in the bank account controlled by USA
Springs' attorney.  But that deadline was extended twice until
Dec. 2, 2011, because of financial turmoil in Europe.  In
November, Malom said it would rely on the sale of Brazilian
securities to raise that initial bridge loan.

At a Dec. 5 bankruptcy court hearing, attorneys for USA Springs
said Malom missed that deadline as well because it found "a better
offer" elsewhere, and instead $7 million would arrive at the close
of business on Dec. 9, 2011.  The report relates that the Company
said the rest of the bridge loan would arrive by the end of the
year.

The report says Malom received a $1.2 million loan fee in advance
from an unnamed USA insider.  That fee would be paid back at
closing along with a potential $600,000 success fee.

The company's attorney, Alan L. Braunstein, Esq., said that Malom
would pay extra interest and attorney's fees for the delay, but
the main creditor, Roswell Commercial Mortgage LLC, wanted to see
any changes in writing and subpoenaed a Malom executive for a
deposition, note the report.

A hearing has been tentatively scheduled for Dec. 15, 2011.

                        About USA Springs

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection (D. N.H. Case No. 08-11816) on
June 27, 2008.  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.   The Committee's
counsel is Terrie Harman, Esq., at Harman Law Offices.  In its
schedules, the Debtor disclosed $127,000,335 in assets and
$13,913,901 in liabilities.


VISUALANT INC: Amends 15.3 Million Common Shares Offering
---------------------------------------------------------
Visualant, Incorporated, filed with the U.S. Securities and
Exchange Commission amendment no.4 to Form S-1 registration
statement covering the resale by the selling security holders of
up to 15,340,361 shares of the Company's common stock, $.001 par
value per share, including:

   (i) 833,333 shares of common stock issued upon the exercise of
       a warrant granted to Coach Capital LLC on Dec. 4, 2009;

  (ii) 300,000 shares of common stock issuable upon exercise of
       warrants granted to the Sterling Group on June 11, 2010, in
       connection with the sale of the Company's common stock;

(iii) 2,529,314 shares of common stock sold to Seaside 88
       Advisors, LLC, under a Securities Purchase Agreement dated
       Dec. 23, 2010;

  (iv) up to 3,600,000 shares of common stock that may be issued
       to Gemini Master Fund Limited upon conversion of its
       debenture under a Securities Purchase Agreement and
       Convertible Debenture dated May 19, 2011, and 1,800,000
       shares of common stock issuable upon exercise of warrants
       granted to Gemini Master Fund Limited on May 19, 2011,
       although the number of shares covered under this prospectus
       with respect to shares underlying the warrants may be used
       in connection with the resale of shares underlying the
       debentures, and vice versa;

   (v) up to 1,200,000 shares of common stock that may be issued
       to Ascendiant Capital Partners LLC upon conversion of its
       debenture under a Securities Purchase Agreement and
       Convertible Debenture dated May 19, 2011, and 792,000
       shares of common stock issuable upon exercise of warrants
       granted to Ascendiant Capital Partners LLC on May 19, 2011,
       although the number of shares covered under this prospectus
       with respect to shares underlying the warrants may be used
       in connection with the resale of shares underlying the
       debentures, and vice versa; and

  (vi) up to 4,285,714 shares of common stock to be sold to
       Ascendiant Capital Partners, LLC, under a Securities
       Purchase Agreement dated June 17, 2011.

The Company will not receive any of the proceeds from the sale of
the common stock by the selling security holders.

The Company's common stock trades on the OTCBB under the symbol
"VSUL".  On Dec. 5 , 2011, the last reported sale price for the
Company's common stock as reported on OTCBB was $ 0.09 per share.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/tBtB54

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million on $9.13 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $1.14 million on $2.54 million of revenue during the
previous year.

The Company's balance sheet at Sept. 30, 2011, showed $4.31
million in total assets, $5.87 million in total liabilities, a
$1.61 million total stockholders' deficit and $43,828 in
noncontrolling interest.

In its report Visualant's 2011 results, Madsen & Associates
CPA's, Inc., in Salt Lake City Utah, noted that the Company will
need additional working capital for its planned activity and to
service its debt, which raises substantial doubt about its ability
to continue as a going concern.

                         Bankruptcy Warning

The Company had cash of $92,000, a net working capital deficit of
approximately $3.2 million and total indebtedness of $2.6 million
as of Sept. 30, 2011.

The Company will need to obtain additional financing to implement
the business plan, service its debt repayments and acquire new
businesses.  There can be no assurance that the Company will be
able to secure funding, or that if such funding is available, the
terms or conditions would be acceptable to the Company.  If the
Company is unable to obtain additional financing, it may need to
restructure its operations, divest all or a portion of its
business or file for bankruptcy.


VITESSE SEMICONDUCTOR: Incurs $14.8-Mil. Net Loss in Fiscal 2011
----------------------------------------------------------------
Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company reported a net loss of $4.58 million on $30.34 million
of net revenues for the three months ended Sept. 30, 2011,
compared with net income of $14.83 million on $42.89 million of
net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $60.99
million in total assets, $89.45 million in total liabilities and a
$28.45 million total stockholders' deficit.

"The industry wide slowdown and weak global demand, especially in
the Asia Pacific region, impacted our business in the second half
of the year.  As a result, our fiscal year 2011 results were not
as strong as we had anticipated," said Chris Gardner, CEO of
Vitesse.  "However, despite the lackluster demand environment, we
made substantial progress in preparing for our new product cycle
and positioning Vitesse for growth in 2012 and beyond."

A full-text copy of the Form 10-K is available for free at:

                        http://is.gd/KpnbYd

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.


VITESSE SEMICONDUCTOR: Board Adopts 2012 Executive Bonus Plan
-------------------------------------------------------------
Vitesse Semiconductor Corporation's Board of Directors adopted the
Fiscal Year 2012 Executive Bonus Plan to provide members of the
executive staff of the Corporation with the opportunity to earn
incentive bonuses based on (1) the Company's attainment of
specific financial performance objectives for the fiscal year and
(2) the executive's achievement of designated personal goals.

Effective Nov. 30, 2011, the Company entered into an amendment to
the existing employment letter agreement with Dr. Martin Nuss,
Vice President Technology and Strategy, an executive officer of
the Company, designed to more closely align his severance pay with
the severance pay of certain of our other named executive
officers.

Pursuant to his employment letter agreement, Dr. Nuss receives an
annual base salary, which presently is $235,000, and is eligible
to participate in the Company's cash incentive plan for senior
executives which presently provides him with the opportunity to
earn a target bonus of 30% of his base salary and a maximum bonus
of 50% of his base salary, with the amount of his bonus determined
at the discretion of the Compensation Committee.  Pursuant to Dr.
Nuss' employment letter agreement, as amended, if his employment
is terminated by him for good reason or by the Company other than
for cause, Dr. Nuss is entitled to a lump sum payment equal to 12
months of his then base salary, unless termination occurs within
12 months following a change in control.  If such termination of
employment occurs within the 12 months following a change in
control, Dr. Nuss would be entitled to:

   (a) 9 months of his then base salary;

   (b) an additional payment equal to one week of base salary for
       every 12 months Dr. Nuss has been employed by the Company;

   (c) his earned bonus for the fiscal year in which the
       termination occurred pro-rated based on his termination
       date and subject to other terms and conditions of the bonus
       plan then in effect;

   (d) an additional payment equal to 50% of the amount of his
       maximum potential annual bonus for the fiscal year in which
       his termination occurred;

   (e) immediate vesting of his equity compensation awards with
       respect to the number of shares that would have vested if
       Dr. Nuss had completed an additional two years of
       continuous service and his stock options shall remain
       exercisable for an additional 90 days following the date of
       his termination of employment; and

   (f) payment of the cost of COBRA medical and dental benefits
       for a period of 12 months.

The amendment was approved by the Compensation Committee of the
Board of Directors.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $60.99
million in total assets, $89.45 million in total liabilities and a
$28.45 million total stockholders' deficit.


VITESSE SEMICONDUCTOR: To Offer $75 Million of Securities
---------------------------------------------------------
Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission a Form S-3 registration statement relating
to its offer of up to $75,000,000 of any combination of common
stock and preferred stock, warrants exercisable for common stock
or preferred stock, units of common stock, preferred stock or
warrants, in combination, and various series of debt securities.
The Company may also offer common stock or preferred stock upon
conversion of debt securities, common stock upon conversion of
preferred stock, or common stock or preferred stock upon the
exercise of warrants.

The Company will provide the specific terms of these offerings and
securities in one or more supplements to this prospectus.  The
Company may also authorize one or more free writing prospectuses
to be provided to you in connection with these offerings.  The
prospectus supplement and any related free writing prospectus may
also add, update or change information contained in this
prospectus.

The Company's common stock is traded on The Nasdaq Global Market
under the symbol "VTSS."  On Dec. 1, 2011, the last reported sale
price of the Company's common stock on The Nasdaq Global Market
was $2.23.

On Dec. 1, 2011, the aggregate market value of the Company's
outstanding common stock held by non-affiliates was $54,284,504.

A full-text copy of the Form S-3 is available for free at:

                        http://is.gd/AmkHl7

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $60.99
million in total assets, $89.45 million in total liabilities and a
$28.45 million total stockholders' deficit.


VOICES OF FAITH: Sec. 341 Creditors' Meeting Set for Jan. 11
------------------------------------------------------------
The United States Trustee in Atlanta, Georgia, will convene a
Meeting of Creditors pursuant to Sec. 341 of the Bankruptcy Code
in the Chapter 11 case of Voices of Faith Ministries, Inc., on
Jan. 11, 2012 at 4:00 p.m. at Hearing Room 367, Atlanta.

Voices of Faith Ministries, Inc., based in Stone Mountain,
Georgia, filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No.
11-85028) on Dec. 5, 2011.  John A. Moore, Esq. --
jmoore@moorelawllc.com -- at The Moore Law Group, LLC, serves as
the Debtor's counsel.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.  The petition was
signed by Gary Hawkins, Sr., CEO.


WATERSCAPE RESORT: Wants to Use Secured Lender's Cash Collateral
----------------------------------------------------------------
Waterscape Resort LLC asks the U.S. Bankruptcy Court for the
Southern District of New York for authorization to use the cash
collateral of its secured lenders; and make debt reduction
payment.

As of the Petition Date, the Debtor is indebted to:

   1. U.S. Bank National Association with respect to (i) a
building mortgage loan having an outstanding principal balance
of $94,871,542; and (ii) an acquisition mortgage loan having an
outstanding principal balance of $31,321,306; and

   2. USB Capital Resources, Inc. formerly known as USB Capital
Funding Corp., with respect to a mezzanine mortgage loan having an
outstanding principal balance of $8,045,557.

The Debtor will use the cash collateral to address its working
capital needs and fund its reorganization efforts and make certain
adequate protection interest payments to the lenders.

The Debtor states that the closing deadline under the Hotel
Contract has been extended, the Effective Date of the Plan did not
occur, as originally contemplated, by Oct. 24, 2011, and as a
consequence, the Debtor will have need to use the lender's cash
collateral to operate the Debtor's business beyond the period
previously contemplated.  The proposed final order would provide
for the Debtor's use of cash collateral to Jan. 31, 2012,
approximately two weeks after the new closing deadline (Jan. 16,
2012) under the Hotel Contract.

On July 22, 2011, the Court entered an order confirming the
Debtor's Second Amended Plan of Reorganization.  The Plan will
become effective upon the closing of the Debtor's pending contract
to sell its hotel and restaurant space to 70 West 45th Street
Holding LLC, which contract was approved pursuant to the
Confirmation Order and provides the principal source of funding
for the Plan.

The lenders have consented to the Debtor's use of cash collateral.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the Lenders replacement liens
covering the Debtor's Asset and all postpetition rents, issues,
profits and proceeds to the extent provided in the lenders' pre-
petition loan documents; (b) a superpriority administrative claim
status; and (c) adequate protection payments to be made by the
Debtor from its operating revenues, subject to certain carve outs
fees.

In addition to seeking authority to use cash collateral, the
Debtor seeks the authority to pay the deposit to the lenders in
reduction of the lenders' secured claims.  The Debtor believes
that the use of the deposit to reduce its bank debt is the highest
and best use of those funds because the payment would in part
reduce the principal balance of the lenders' claims, thereby
reducing the Debtor's interest burden going forward.

The Debtor continues that in the event that the Hotel Contract is
closed, the Deposit would be credited to the amount to be paid to
US Bank under the Plan.  On the other hand, in the highly unlikely
event that the Debtor is ever required to refund the Deposit to
the Buyer, US Bank has agreed that it would restore the funds to
the estate for that purpose.

                     About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately $17
million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  Brett D. Goodman,
Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP
represent the Debtor as Bankruptcy Counsel.  Holland & Knight LLP
serves as its special litigation counsel.  The Debtor disclosed
$214,285,027 in assets and $158,756,481 in liabilities as of the
Chapter 11 filing.

A 3-member Official Committee of Unsecured Creditors has been
appointed in the Debtor's Chapter 11 case.  Schiff Hardin LLP,
serves as the Committee's counsel.

As reported in the TCR on July 25, 2011, U.S. Bankruptcy Judge
Stuart Bernstein confirmed Waterscape Resort LLC's reorganization
plan on July 22, 2011, which calls for repaying much of the
company's debt with proceeds from the $128 million sale of the
hotel section of the development.  The Plan was filed on May 6,
2011.


WJO INC: Has Access to Tristate Capital Bank's Cash Until Dec. 31
-----------------------------------------------------------------
The Hon. Jean K. Fitzsimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania, approved the ninth stipulation
authorizing WJO, Inc., to use the Tristate Capital Bank's cash
collateral until Dec. 31, 2011.

A further interim hearing on the Debtor's use of cash collateral
will be held Dec. 21, 2011, at 9:30 a.m.

The lender asserts that the Debtor's indebtedness consists: (i)
under the revolving credit facility, of unpaid principal in the
amount of $3.1 million; (ii) under the term loan, of unpaid
principal in the amount of $820,000, together with any other
obligations of the Debtor to the lender.  The loans are secured by
substantially all personal property of the Debtor.

The Debtor would use the cash collateral to finance its business
operations postpetition.  The Debtor is also permitted to exceed
expenses, on a monthly basis, in the budget by an amount not to
exceed either (a) 5% of the total expenses, or (b 5% with respect
to each individual line item in the budget.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Tristate Capital replacement
liens in all properties and assets of the Debtor, and a
superpriority administrative expense claim status

Tristate Capital Bank is represented by:

         Robert A. Rutt, Esq.
         200 Public Square, Suite 3020
         Cleveland, OH 44114
         Tel: (216) 575-4009
         Fax: (216) 575-7555

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


WJO Inc: Panel Wants $1.7MM Loan Reinstated to Sole Shareholder
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of WJO, Inc. asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to reinstate a $1.7 million loan from the
Debtor to the Debtor's sole shareholder, Dr. William J. O'Brien.

The Committee learned that the Debtor forgave or purported to
forgive the loan to Dr. O'Brien sometime in October 2011, thereby
freeing Dr. O'Brien from his personal obligation to repay the
Debtor.

The Committee seeks to set aside and declare as void any and all
actions taken in connection with the forgiveness of the loan
because the actions were conducted without prior Court approval
and deprived the Debtor's estate of valuable property for no
consideration, and the Committee also seeks a declaration
reinstating the loan to its original terms.

The Committee explains that:

   1. A Debtor's transactions with "insiders" is subject to
heightened scrutiny, and the Debtor cannot justify that the loan
forgiveness is inherently fair to the Debtor or the estate and its
creditors.

   2. Court approval of the loan forgiveness is required, and the
Debtor did not receive prior Court approval.  In any event, the
Loan forgiveness fails the business judgment test under Section
363(b) as the transaction negatively impacts creditors and has no
sound business justification.

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


WWA GROUP: Posts EUR1.3 Million Net Loss in 2011 Third Quarter
--------------------------------------------------------------
Private Media Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of EUR1.3 million on net sales of
EUR4.8 million for the three months ended Sept. 30, 2011, compared
with a net loss of $2.6 million on net sales of EUR5.9 million for
the same period of 2010.

The Company reported a net loss of EUR3.4 million on net sales of
EUR14.8 million for the nine months ended Sept. 30, 2011, compared
with a net loss of EUR3.7 million on net sales of EUR18.3 million
for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
EUR34.0 million in total assets, EUR13.6 million in total
liabilities, and stockholders' equity of EUR20.4 million.

As reported in the TCR on June 8, 2011, BDO Auditores, S.L., in
Barcelona, Spain, expressed substantial doubt about Private Media
Group's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has not yet reestablished profitable operations, has
suffered recurring losses from operations over the past years, and
has a working capital deficit.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/6xsaaY

Based in Barcelona, Spain, Private Media Group, Inc. (NASDAQ:
PRVT) -- http://www.prvt.com/-- was incorporated in the State of
Nevada.  The Company provides adult media content for a wide range
of media platforms.


* Utah Exempts Social Security From Chapter 13 Plans
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Utah now joins states where Social Security benefits
aren't included in the calculation of how much bankrupts must pay
creditors to confirm a Chapter 13 plans.

The report relates that U.S. District Judge Ted Stewart reversed
the bankruptcy court on Dec. 6 and ruled that Social Security
benefits are prohibited by statute from being included in the
calculation of disposable income.  Judge Stewart said that his
conclusion is in accord with the majority of circuit courts and
district courts to address the question.  He said courts ruling
the other way tend to rely on decisions predating 2005 amendments
to the U.S. Bankruptcy Code.

The case is Cranmer v. Anderson, 11-230, U.S. District Court,
District of Utah (Salt Lake City).


* Cohen & Grigsby Promotes Two Associates to Director Positions
---------------------------------------------------------------
Cohen & Grigsby promoted two of the firm's associates to the
position of director:

Jennifer Park is a member of the Litigation Group.  In addition to
general commercial litigation, Park's areas of concentration
include commercial real estate disputes, eminent domain,
employment discrimination defense, and public housing authority
representation.  Park has represented property owners, tenants,
contractors, subcontractors, utilities and municipalities in
various real property, lease and other disputes. In 2010 and 2011,
Park was recognized as a Pennsylvania Super Lawyers Rising Star in
Business Litigation. She received her J.D. from the Georgetown
University Law Center.

John Wingerter is a member of the Business Group and regularly
assists clients with mergers, acquisitions and divestitures,
private equity and mezzanine financing transactions, business
formation and capitalization, as well as advising on and
negotiating other business and commercial transactions.  He has
significant experience in leveraged buyout and strategic
acquisitions and represents private equity investors and mezzanine
lenders in all aspects of investments in sponsored and unsponsored
acquisitions, divestitures, and recapitalization transactions.
Wingerter earned his J.D. from the University of Notre Dame Law
School.

"John and Jennifer are bright, experienced attorneys and are
deserving of their new leadership positions as directors at Cohen
& Grigsby," said Jack Elliott, president and chief executive
officer of Cohen & Grigsby.  "I look forward to their continued
contributions to the firm."

                      About Cohen & Grigsby


Established in 1981 in Pittsburgh, PA, Cohen & Grigsby is a
business law firm with headquarters in Pittsburgh and an office in
Bonita Springs, FL.  Cohen & Grigsby attorneys cultivate a culture
of performance by serving as business counselors as well as legal
advisors to an extensive list of clients that includes private and
publicly held businesses, nonprofits, multinational corporations,
individuals and emerging companies.  The firm has attorneys in
practice groups that include Business & Tax, Labor & Employment,
Immigration/International Business, Real Estate & Public Finance,
Intellectual Property, Litigation, Bankruptcy & Creditors' Rights,
and Estates & Trusts.


* Sheppard Mullin Plans Seoul Office Opening
--------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP plans to open an office in
Seoul, Korea in the first quarter of 2012.  The announcement
follows the recent ratification of the Korea-U.S. Free Trade
Agreement by both countries and the resulting opening in 2012 of
the Korea legal services market to U.S.-based law firms.

Partner Seth (Byoung Soo) Kim, currently based in Sheppard
Mullin's New York and Los Angeles offices and chair of the firm's
Korea practice, will relocate back to Seoul to lead the office.
Partners Gary Halling and Ken Carl will be integral members of the
Korea team and will anchor the U.S.-side of the firm's practice
from their offices in San Francisco and Los Angeles, respectively,
as well as splitting time between their U.S. offices and Seoul.

"Many of our clients have operations in Korea and it makes sense
for us to establish a presence in Seoul to provide the support and
guidance that our clients require," said Guy Halgren, chairman of
Sheppard Mullin. "Opening an office in Korea marks a natural
expansion of our greater Asia practice, which includes offices in
Shanghai and Beijing."

"I am very excited about returning to Korea and leading the Seoul
office," Kim commented.  "I look forward to growing the new office
and working more closely with my Korean clients."

Sheppard Mullin's Korea-based clients include Samsung, Hyundai
Motor, Korea Development Bank, Kookmin Bank, Hana Bank, Woori Bank
and Shinhan Bank.

Kim is a member of Sheppard Mullin's Finance and Bankruptcy
practice group.  He specializes in entertainment law, commercial
law, bankruptcy, bank regulatory matters, and bank acquisition
transactions. Kim is a graduate of Seoul National University.

Halling is Sheppard Mullin's Antitrust and Trade Regulation
practice group leader.  He specializes in international antitrust
and unfair competition matters, and has extensive experience in
civil and criminal antitrust proceedings involving both federal
and state enforcement agencies.  Halling is a former Trial
Attorney at the Department of Justice, Antitrust Division in
Washington, D.C.

Carl is a member of the Finance and Bankruptcy practice group. He
specializes in banking law and corporate finance, advising lenders
and borrowers in financing transactions and bank clients in
regulatory matters.  Carl represents a number of major Korean and
U.S. financial institutions and companies, including several S&P
500 members.

                    About Sheppard, Mullin

Sheppard, Mullin, Richter & Hampton LLP is a full service AmLaw
100 firm with more than 570 attorneys in 14 offices located in the
United States, Europe and Asia.  Since 1927, companies have turned
to Sheppard Mullin to handle corporate and technology matters,
high stakes litigation and complex financial transactions. In the
U.S., the firm's clients include more than half of the Fortune
100.


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing--to use the authors' term--offers innovative
and stimulating business opportunities.  Though venturing is in a
somewhat symbiotic relationship with the parent firm, the venture
would never threaten to ruin the parent firm as a entrepreneur
might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into its
formation, it can always be integrated into the parent company as
a new division or subsidiary modeled after the regular parts of a
company with the open-ended commitment, regular hiring practices,
and reporting and coordination, etc., going with this. As covered
by the authors, done properly with the right commitment, sense of
realism and practicality, and preliminary research and ongoing
analysis, corporate venturing offers a firm new paths of growth
and a way to reach out to new markets, engage in fruitful business
research, and adapt to changing market and industry conditions.
The principle of corporate venturing is the familiar adage,
"nothing ventured, nothing gained."  While it is improbable that a
corporate venture can save a dying firm, a characteristic of every
dying firm is a blindness about venturing.  Just thinking about
corporate ventures alone can bring to a firm a vibrancy and
imagination needed for business longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a high
level of empowerment" required to make the venture workable and
who also are most suited to "adapt rapidly to new information."
Such employees for top management of a venture are not entirely on
their own.  The other side of this, as Brock and MacMillan go
into, is for such venture management to earn and hold the trust
and confidence of the firm's top management and work within the
framework and follow the guidelines set for the venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on one
product or service or at most a few interrelated ones, simplified
operations, and streamlined decision-making.  From identifying
opportunities and getting starting through the business plan and
corporate politics, Brock and MacMillan guide the readers into all
of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.


                           *********

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.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, 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 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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