TCR_Public/111213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 13, 2011, Vol. 15, No. 345

                            Headlines

ACCESS PHARMACEUTICALS: Files Form S-1, Registers 8.6MM Shares
A.C. PHILLIPS: Involuntary Chapter 11 Case Summary
A.H. ROBBINS: Fourth Circuit Writes Follow-up on Releases
AMBAC FIN'L: Depfa Withdraws $2 Billion Claim Against Parent
AMERICAN AIRLINES: Proposes to Assume Critical Agreements

AMERICAN AIRLINES: Proposes to Pay Foreign Creditors Obligations
AMERICAN AIRLINES: Other Airlines' Bankruptcy Not Road Maps
AMERICAN AIRLINES: $4.1 Bil Cash May Help Fend Off Takeover
AMERICAN ENERGY: Posts $142,800 Net Loss in September 30 Quarter
AMERITYRE CORP: Posts $194,100 Net Loss in Q1 of Fiscal 2012

AMERICAN AIRLINES: American Eagle Has DOT OK for Chicago to Iowa
APPLIED DNA: Incurs $10.5 Million Net Loss in Fiscal 2011
APTERA MOTORS: Closes Doors After Government Denies Loan
ARCIS RESOURCES: Posts $681,900 Net Loss in Third Quarter
ATLANTIC & PACIFIC: SEC Okays Confidential Treatment to C&S Deal

BEACON POWER: U.S. Trustee Appoints 4-Member Creditors' Panel
BEAR MOUNTAIN: Court Approves Berreth Lochmiller as Accountants
BELTWAY 8: Amended Reorganization Plan Declared Effective
BERNARD L. MADOFF: Trustee Seeks $76.3MM From Two Swiss Banks
BONDS.COM GROUP: Sells 100 Units for $10 Million

BONDS.COM GROUP: GFINet Discloses 54.5% Equity Stake
BONDS.COM GROUP: Oak Investment Discloses 64.7% Equity Stake
BRIGHAM EXPLORATION: Statoil Owns 100% of Common Shares
C & M RUSSELL: Has Access to Properties' Cash Until Jan. 10
CANO PETROLEUM: Clint Carlson Discloses 4% Equity Stake

CAPITAL SAFETY: S&P Assigns Prelim. 'B' Corporate Credit Rating
CAPITOL BANCORP: Five Directors Elected at Annual Meeting
CHINA DIGITAL: Posts $251,500 Net Loss in Sept. 30 Quarter
CHINA TEL GROUP: Inks Pact to Acquire 75% Interest in Herlong
CHINA TEL GROUP: Enters Into Addendum to Azur Shareholder Pact

CITIZENS SECURITY: A.M. Best Upgrades FSR to 'B-'
CLARE AT WATER TOWER: U.S. Trustee Appoints Creditors' Committee
CLARE AT WATER TOWER: Has Court Okay to Hire Epiq as Claims Agent
CLARE AT WATER TOWER: Patient Care Ombudsman Not Necessary
COLLECTIVE BRANDS: Moody's Keeps 'B1' But Outlook Now Negative

COMMUNITY MUTUAL: A.M. Best Downgrades FSR to 'C+'
COMPREHENSIVE CARE: Bernard Sherman Discloses 13.3% Equity Stake
CORT JONES: Peoples National Bank Lien Has Priority Over Banterra
CRYSTAL CATHEDRAL: Disputes CBRE's Request for $575T Commission
DEE ALLEN RANDALL: Court OKs Fabian for Wells Fargo Lift Stay

DEE ALLEN RANDALL: Court OKs Ray Quinney as Bankruptcy Counsel
DIAMOND FOODS: Can't Say If Probe May Force Earnings Restatement
DONALD GROFF: Court Dismisses $150T Avoidance Suit v. JPMorgan
DRI CORPORATION: Reports $45,000 Net Income in Third Quarter
EDIETS.COM INC: Berke Bakay Discloses 10% Equity Stake

EIG INVESTORS: Moody's Assigns 'B1' CFR; Outlook Stable
EMPRESAS INTEREX: Case Summary & 12 Largest Unsecured Creditors
FIFTH THIRD: DBRS Confirms 'BB' Rating on Series G Pref. Stock
FILENE'S BASEMENT: Taps Hilco Real Estate as Lease Consultant
FILENE'S BASEMENT: Hires Hilco Streambank to Dispose IP

FILENE'S BASEMENT: Taps Cushman & Wakefield as Real Estate Broker
FILENE'S BASEMENT: Syms Taps Skadden Arps as Litigation Counsel
FORD MOTOR: Moody's Says Dividend No Impact on 'Ba1' Rating
FRAZER/EXTON: Wins Approval to Employ MacElree as Special Counsel
FREESEAS INC: Receives Deficiency Letter from NASDAQ

GENERAL MARITIME: Creditors Object to Critical Vendor Payment
GIBRALTAR INDUSTRIES: S&P Raises Corp. Credit Rating to 'BB-'
GLOBAL AVIATION: Cut by S&P to 'CCC-' on "Tight Liquidity"
GREEN EARTH: Jeffrey Loch Elected to Board of Directors
GUIDED THERAPEUTICS: NCI Says LuViva Investment a Success

HARBOUR EAST: Can Use 7935 NBV's Cash Collateral Until Dec. 31
HARRISBURG, PA: Council Appeals Ruling to Dismiss Chapter 9 Case
HAWKER BEECHCRAFT: Enters Into RSU Agreement with CFO
HAWKER BEECHCRAFT: Bank Debt Trades at 24% Off
HERCULES OFFSHORE: Bank Debt Trades at 2% Off in Secondary Market

HOFFMASTER GROUP: Moody's Assigns 'B2' Corporate; Outlook Negative
INT'L. ENVIRONMENTAL: Files Schedules of Assets and Liabilities
JEFFERSON COUNTY: Not Eligible for Chapter 9, Banks Argue
KEVIN WRIGHT: Court Won't Reverse $12MM Default Judgment
KH FUNDING: U.S. Trustee's Plan Outline Objection Due Dec. 22

KIWIBOX.COM INC: Posts 4.1 Million Net Loss in Third Quarter
LAGUARDIA ASSOCIATES: Involuntary Chapter 11 Case Summary
LEE ENTERPRISES: Post-Dispatch Owner Files Prepackaged Chapter 11
LEE ENTERPRISES: Case Summary & 30 Largest Unsecured Creditors
LEE ENTERPRISES: Incurs $146.6 Million Net Loss in Fiscal 2011

LORD & TAYLOR: Moody's Assigns 'B1' Corporate Family Rating
MAGUIRE GROUP: Files Schedules of Assets and Liabilities
MAGUIRE GROUP: Hires Berkowitz Dick as Financial Advisors
MARKET STREET: Wants to Incur $250,000 DIP Loan from Nola Dev't
MCCLATCHY CO: Saba Capital Holds 4.1% of Class A Shares

MCCLATCHY CO: Bestinver Gestion Owns 5.15% of Class A Shares
MEMC ELECTRONICS: Moody's Reviews 'B1' CFR for Downgrade
METAL SERVICES: Moody's Assigns 'B1' Corporate Family Rating
MF GLOBAL: Tried To Fill $1-Billion Shortfall, Says NYT
MF GLOBAL: Lawmakers Blast Futures Regulator for Mess

MF GLOBAL: Mixed Funds, Made Transfers Abroad, Says Probe
MF GLOBAL: Sen. Shelby Writes to Futures Agency
MF GLOBAL: Jamie Parisi Defends CME Handling OF MFG Collapse
MF GLOBAL: Collapse Reportedly Affects Farm Decisions
MICHAELS STORES: Moody's Says Loan Extension No Impact on B3 CFR

MORGAN'S FOODS: Adam Bradley Discloses 6.8% Equity Stake
MOSAID TECHNOLOGIES: S&P Assigns 'B' Corporate Credit Rating
MRA PELICAN: Fannie Mae Wants Receiver to Turn Over Property
MT. VERNON: Hires Alex Cooper as Broker and Auctioneer
MUSCLEPHARM CORP: Amends Stock Purchase Agreement with Carriage

MUSCLEPHARM CORP: Registers 126.4 Million Common Shares
NEBRASKA BOOK: Won't be Out of Bankruptcy Until March
NEENAH PAPER: Moody's Says Ba3 CFR Unaffected by Acquisition
NGPL PIPECO: Moody's Reviews 'Ba2' CFR for Possible Downgrade
NUTRITION 21: Wants Litigation Proceeding Transferred to New York

OPTIMUMBANK HOLDINGS: Amends Stock Purchase Pact with M. Gubin
O.U.R. FEDERAL: Northwest Community Credit Union Buys Assets
PACIFIC GOLD: Agrees to Assign $500,000 of Outstanding Note
PALISADES 6300: Can Hire Marjorie Guymon as Attorney
PALISADES 6300: Seeks to Employ FamCo as Financial Expert

PEGASUS RURAL: Xanadoo Approved for $3MM Loan to Subsidiaries
PENINSULA HOSPITAL: Court Approves BDO USA as Auditors
PENINSULA HOSPITAL: Court OKs Abrams Fensterman as Attorneys
PREFERRED PROPPANTS: S&P Assigns B+ Prelim. Corp. Credit Rating
PROELITE INC: Files 2008 Financials; Net Loss at $55.6 Million

PROTEONOMIX INC: Describes 2011 "Momentous" Year for the Company
QUANTUM CORP: BlackRock Discloses 4.9% Equity Stake
RADLAX GATEWAY: Supreme Court to Review Credit Bidding
RANGE FUELS: Government Seek to Liquidate Ethanol Plan
RAY ANTHONY: Creditors Wants W.B. Kania to Release Escrowed Funds

RCS CAPITAL: U.S. Trustee Appoints 3-Member Creditors' Panel
REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
REALOGY CORP: Bank Debt Trades at 10% Off in Secondary Market
ROUND TABLE: Plan Being Confirmed in Oakland
SALON AMERICA: Court Permits Landlord to Commence Eviction

SANDY CREEK: S&P Affirms 'BB-' Rating on $835MM Secured Facility
SATURNS SEARS: Moody's Lowers Rating on $46.8-Mil. Notes to 'B3'
SEA TRAIL: Seeks to Employ McIntyre Paradis as Accountants
SEA TRAIL: Seeks to Employ TFG as Financial Consultant
SEA TRAIL: Court Rejects Hiring of Cox & Watts as Special Counsel

SEQUENOM INC: RA Capital Discloses 5.2% Equity Stake
SEQUOIA PARTNERS: C. Hillebrand Wants $1.1MM Award for Fraud
SHAMROCK-SHAMROCK INC: Seeks to Employ M. Gilmore as Attorney
SMITH CREEK: Case Summary & 14 Largest Unsecured Creditors
SOUTHERN STAR: Owner Gets 9 Years Jail Sentence on Wire Fraud

STANDARD STEEL: Moody's Says 'B3' CFR Unaffected by Amendment
STERLING SHOES: Closes 53 Stores; CCAA Stay Extended to April
SYNIVERSE HOLDINGS: Moody's Affirms 'B2' Corporate Family Rating
TMP DIRECTIONAL: Proposes Jan. 16 as Claims Bar Date
TMP DIRECTIONAL: Hiring CRG's Jonathan Nash as CRO

TMP DIRECTIONAL: Taps Klehr Harrison as Bankruptcy Co-Counsel
TRAILER BRIDGE: Final Hearing on $15MM DIP Loan Tomorrow
TRAILER BRIDGE: Lenders Want Exit Plan Confirmed by March 30
TRAILER BRIDGE: Wins Approval to Hire Kurtzman as Claims Agent
TRAILER BRIDGE: Schedules Filing Deadline Extended to Jan. 3

TRAVELPORT HOLDINGS: Anthony Bolland Appointed to Board
TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market
TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
TURKPOWER CORP: Terminates Proposed Merger with ACM
TXU CORP: Bank Debt Trades at 28% Off in Secondary Market

ULURU INC: NYSE Amex Accepts Plan; Deadline Moved to March 21
UNISYS CORP: Nathanial Davis Elected to Board of Directors
UNITED GILSONITE: Committee Can Hire Gilbert as Insurance Counsel
VITESSE SEMICONDUCTOR: William Martin Holds 12.7% Equity Stake
VU1 CORPORATION: Posts $2.4 Million Net Loss in Third Quarter

WESTERLY HOSPITAL: Moody's Reviews 'Caa1' Rating for Downgrade
WHITTON CORP: Lenders Consent to Cash Use Until March 31
YELLOW MEDIA: DBRS Confirms Issuer Rating at 'BB'
YRC WORLDWIDE: DBD Cayman Discloses 20.9% Equity Stake
ZIONS BANCORPORATION: Moody's Upgrades LT Deposits Rating to Ba1

* Abuse Claim Discharged Even Though Victims Are Minors
* Tracing Required If Money Not Held in Trust Properly

* Outlook for U.S. Restaurant Industry is Stable

* Large Companies With Insolvent Balance Sheets



                            *********

ACCESS PHARMACEUTICALS: Files Form S-1, Registers 8.6MM Shares
--------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the offer and sale of up to 8,615,517 shares of common stock,
$0.01 par value per share, of Access Pharmaceuticals, Inc., by
Ayer Capital Partners Master Fund, LP, Ernest W. Andberg,
Cranshire Capital Master Fund, Ltd, et al.

Access is not selling any shares of common stock in this offering
and therefore will not receive any of the proceeds from this
offering.  However, if the warrants are exercised, Access will
receive the proceeds from such exercise if payment is made in
cash.  All costs associated with this registration will be borne
by Access.

The shares of common stock are being offered for sale by the
selling stockholders at prices established on the OTC Bulletin
Board during the term of this offering.  On Dec. 8, 2011, the last
reported sale price of the Company's common stock was $1.39 per
share.  The Company's common stock is presently listed on the OTC
Bulletin Board under the symbol "ACCP".  These prices will
fluctuate based on the demand for the shares of common stock.

Brokers or dealers effecting transactions in these shares should
confirm that the shares are registered under the applicable state
law or that an exemption from registration is available.

No underwriter or person has been engaged to facilitate the sale
of shares of common stock in this offering.  None of the proceeds
from the sale of stock by the selling stockholders will be placed
in escrow, trust or any similar account.

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

                        http://is.gd/CCSCP1

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing pharmaceutical products primarily
based upon its nano-polymer chemistry technologies and other drug
delivery technologies.  The Company currently has one approved
product, one product candidate at Phase 3 of clinical development,
three product candidates in Phase 2 of clinical development and
other product candidates in pre-clinical development.

The Company reported a net loss of $7.54 million on $481,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $17.34 million on $352,000 of revenue during the prior year.

The Company also reported a net loss of $2.81 million on
$1.34 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $9.84 million on
$334,000 of total revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.22 million in total assets, $25.68 million in total
liabilities, and a $23.46 million total stockholders' deficit.

As reported by the TCR on April 5, 2011, Whitley Penn LLP, in
Dallas, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


A.C. PHILLIPS: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: A.C. Phillips Family Properties, Ltd.
                104 S. Broad Street
                Cedar Hill, TX 75104

Case Number: 11-37792

Involuntary Chapter 11 Petition Date: December 6, 2011

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Petitioners' Counsel: Weiting Hsu, Esq.
                      WINSTEAD PC
                      5400 Renaissance Tower
                      1201 Elm St.
                      Dallas, TX 75270-2199
                      Tel: (214) 745-5241
                      Fax: (214) 745-5390
                      E-mail: whsu@winstead.com

                      Jim L. Flegle, Esq.
                      LOEWINSOHN FLEGLE DEARY, LLP
                      12377 Merit Drive, Suite 900
                      Dallas, TX 75251
                      Tel: (214) 572-1700

A.C. Phillips' petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Bank of America, N.A.    judgment entered       $1,806,209
Peter J. Vitale          8/11/11
300 South 4th Street
Las Vegas, NV 89101

Do it Best Corp.         judgment entered       $4,480,934
Daniel B. Starr          8/11/11
6502 Nelson Road
Fort Wayne, IN 46803


A.H. ROBBINS: Fourth Circuit Writes Follow-up on Releases
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond, Virginia,
issued an opinion on Dec. 9 elucidating the court's 1989 ruling on
a Chapter 11 plan by A.H. Robbins & Co.  The Robbins decision is
one of the leading cases describing when Chapter 11 plans can bar
lawsuits against third parties.  The new opinion, by Circuit Judge
Albert Diaz, also found that the appeal wasn't barred by the
doctrine of equitable mootness.

According to the report, the case involved a charitable foundation
that had been tagged with a $6 million judgment before bankruptcy.
The bankruptcy judge confirmed a plan that gave releases to the
foundation's officers and directors.  On appeal, the district
court affirmed.

The report relates that the U.S. Court of Appeals for the Fourth
Circuit in Richmond said that not every case must be a "precise
fit" with the circumstances in A.H. Robbins before third-party
releases are proper. Nonetheless, it was insufficient that the
bankruptcy judge only found that the releases were "essential" and
conferred "material benefit."  Judge Diaz said the bankruptcy
judge on remand must make "factual findings to explain why this is
so."  Judge Diaz also declined to dismiss the appeal under the
doctrine of equitable mootness.  He said the foundation failed to
demonstrate how knocking out the releases "would jeopardize the
success of the confirmed plan."  He said the foundation also
didn't show how "the interests of third parties would be affected"
by reversal.

The case is Behrmann v. National Heritage Foundation Inc.,
10-2015, U.S. Court of Appeals for the Fourth Circuit (Richmond).


AMBAC FIN'L: Depfa Withdraws $2 Billion Claim Against Parent
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Depfa Bank Plc withdrew the $2 billion claim it filed
against Ambac Financial Group Inc., the holding company whose
bond-insurance subsidiary is partly in rehabilitation.

The report recounts that Depfa, based in Dublin, said it owned $2
billion in bonds guaranteed by Ambac's insurance subsidiary.
Concerned that some or all the bonds would default, the bank filed
a claim against the Ambac parent.  The Ambac parent objected to
the claim, contending it has no liability on guarantees issued by
the subsidiary.  Ambac also contended that Depfa alleged no facts
that would make the parent liable.

According to the report, Depfa agreed to withdraw the claim
against the parent "with prejudice," meaning the claim can't be
reinstated.  The bank retained the right to pursue claims against
the subsidiary.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: Proposes to Assume Critical Agreements
---------------------------------------------------------
American Airlines, Inc. and its affiliated debtors sought and
obtained interim court approval to assume contracts considered
"critical" to their ongoing business operations.

The contracts include agreements with IATA Clearinghouse and the
Airlines Clearing House Inc., various contracts with cargo sales
agents and those involving the Airlines Reporting Corp.  They
also include interline agreements, IATA billing and settlement
plans, alliance agreements and a contract which American Airlines
entered into as member of the oneworld Alliance.

A list of these contracts is available without charge at:

   http://bankrupt.com/misc/AmAir_AssumedContracts113011.pdf

"The assumed contracts are critical to ongoing operations,
provide ongoing sources of significant revenue, and are extremely
beneficial to the Debtors' estates," said the Debtors' lawyer,
Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, in New
York.

The court order also authorized the Debtors to pay their
obligations under various pre-bankruptcy contracts that are not
subject to assumption including a regional jet agreement with
Chautauqua Airlines Inc., and so-called carrier services
agreements.  It also lifted the automatic stay to enable the
counterparties to participate in routine billings, settlements
and adjustments under the contracts.

Any objection to the assumption of the assumed contracts must be
filed by December 15, 2011.  Judge Sean Lane will hold a hearing
on December 22, 2011, in case an objection is timely filed.

                      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 Pay Foreign Creditors Obligations
----------------------------------------------------------------
As one of the world's largest airlines, AMR Corp. and its debtor-
affiliates serve approximately 260 airports in approximately 50
countries and territories with, on average, more than 3,400 daily
flights.  Approximately 15% of the Debtors' annual flight
operations are initiated, terminated, or initiated and terminated,
outside the United States.  During 2010, the Debtors' revenues
from international operations were approximately $9.1 billion,
constituting approximately 40% of their total revenues.

In the ordinary course of conducting their business, the Debtors
incur various obligations to numerous foreign vendors, service
providers, independent contractors, landlords and other entities,
as well as to various governmental and quasi-governmental
authorities, and private concessionaires for the operation
of public services and facilities, including, without limitation,
foreign, provincial, municipal, or airport authorities.

As of the Petition Date, the Debtors estimate that they owe
Foreign Creditors approximately $355 million, of which
approximately $250 million is owed for Foreign Taxes.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, contended that the Debtors' foreign operations are an
essential element of their operations.  To preserve the value of
the Debtors' assets, the Debtors must have the ability to
continue to fund and maintain their international operations on
an uninterrupted basis, Mr. Karotkin added.

Mr. Karotkin told the Court that most of the Foreign Creditors
have little or no connection to the United States.  Although the
scope of the automatic stay set forth in Section 362 of the
Bankruptcy Code is universal, there is a difficulty, if not
impossibility, of enforcing the stay in foreign jurisdictions if
the creditor to which enforcement is sought has no presence in
the United States.  As a result, despite the commencement of the
Chapter 11 cases and the imposition of the automatic stay, the
Foreign Creditors likely would be able to immediately pursue
remedies and seek to collect prepetition amounts owed to them,
Mr. Karotkin said.

Accordingly, the Debtors sought and obtained interim authority to
pay the Foreign Claims.

In exchange for payment of the Foreign Claims, the Foreign
Creditors will be required to continue to provide goods and
services to the Debtors on the most favorable terms in effect
between the Foreign Creditor and the Debtors in the 12-month
period preceding the Petition Date or on other terms as the
Foreign Creditor and the Debtors may otherwise agree.  The
Customary Trade Terms will apply for the remaining term of the
Foreign Creditor's agreement with the Debtors; provided that the
Debtors pay for the goods and services in accordance with the
payment terms provided in the agreement.

The Debtors will obtain written verification, before issuing
payment to a Foreign Creditor, that Foreign Creditor will, if
applicable, continue to provide goods and services to the Debtors
on Customary Trade Terms for the remaining term of the Foreign
Creditor's agreement with the Debtors.  The absence of the
written verification will not limit the Debtors' rights
hereunder.

If any Foreign Creditor is paid with respect to its Foreign Claim
and thereafter does not continue to provide goods or services to
the Debtors on Customary Trade Terms, any payments made to the
Foreign Creditor will be deemed an avoidable postpetition
transfer under Section 549 of the Bankruptcy Code and will be
recoverable by the Debtors in cash upon written request.  Upon
recovery by the Debtors, the Foreign Claim will be reinstated as
a prepetition claim in the amount recovered.

The Court authorized banks and other financial institutions at
which the Debtors maintain their disbursement accounts to
receive, process, honor, and pay, to the extent of funds on
deposit, any and all checks drawn or electronic fund transfers
requested or to be requested by the Debtors in respect of the
Foreign Claims.

The hearing to consider final approval of the request will be
held on December 22, at 10:00 a.m.  Objections are due
December 15.

                      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: Other Airlines' Bankruptcy Not Road Maps
-----------------------------------------------------------
American Airlines cannot just rely on the restructuring path cut
out by competitors.  This is what James Sprayregen, a partner
with Kirkland & Ellis LLP, told Reuters in a telephone interview
on Sunday.

"Every case is different, and they should beware of assuming that
past cases are a road map.  They should be aware of their own set
of facts," Mr. Sprayregen said, according to Reuters.

Mr. Sprayregen was the lead bankruptcy attorney who brought UAL
Corp., the parent of United Airlines, out of its Chapter 11
reorganization with strong creditor support, the report noted.
Mr. Sprayregen is currently involved in the bankruptcy cases of
mall operator General Growth Properties, autoparts maker Lear
Corp. and Readers' Digest Association Inc., a publisher, the
report said.

American, according to Reuters, faces the same problems as
United.  United collapsed into court protection in the wake of
the September 11, 2001 attacks, and used bankruptcy to shed
pension obligations, cut billions in debt and knock 20% from what
was then the industry's highest cost structure, the report noted.

Mr. Sprayregen declined to comment whether he thought unions
might be emboldened by the General Motors bankruptcy experience
and try to draw in policymakers, Reuters said.

Mr. Sprayregen added that American will focus on making the time
in court as useful as possible, examining everything the company
has done as well as things it has never tried, the report added.

"You want bankruptcy to be a once-in-lifetime experience," he
told Reuters.

                      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: $4.1 Bil Cash May Help Fend Off Takeover
-----------------------------------------------------------
AMR Corp.'s $4.1 billion in cash, the most ever for a U.S.
carrier entering bankruptcy, may help the parent of American
Airlines preserve its independence, Bloomberg News reported on
Dec. 5.

James M. Higgins, an analyst at New York-based Ticonderoga
Securities LLC, told Bloomberg that filing for Chapter 11 with
that much in cash and short-term investments strengthened the
third-largest U.S. airline company's control over its fate,
unlike peers that restructured in the last decade.

"Anytime you have your hand out to someone else for something,
you lose some power," Mr. Higgins told Bloomberg in an interview.
"By doing it this way and by doing it now, they are going to
retain more power over the process."

Bloomberg noted that companies in Chapter 11 protection usually
need so-called debtor-in-possession financing from sources that
can force a sale or limit how the money is spent.  Tapping that
funding would weaken AMR against an acquirer like US Airways
Group Inc., which tried to buy Delta Air Lines Inc. in bankruptcy
in 2006, Hunter Keay, a Wolfe Trahan & Co. analyst in New York,
told Bloomberg.

                          Enough Cash

AMR, in a statement it released after filing for bankruptcy, said
it expects to have enough cash to fund operations during its
entire time in bankruptcy, and outside financing is "neither
considered necessary nor anticipated."

Bloomberg noted that AMR's cash and short-term investments under
the Chapter 11 filing were more than twice the $1.5 billion for
Delta and Northwest Airlines Corp. when they sought court
protection in 2005.  US Airways Group had $1.45 billion in 2004,
and United Airlines parent UAL Corp. had $800 million in 2002,
the report further noted.

AMR's total also was about 17% of trailing 12-month revenue,
compared with 10% to 13% for other U.S. airlines when they filed
bankruptcy, Keay and Philip Baggaley, a Standard & Poor's debt
analyst in New York, said in interviews with Bloomberg.

On a possible merger offer, AMR Chief Executive Officer Tom
Horton said "anything can happen," Bloomberg cited.  "It's
impossible to speculate. Our objective is to be laser focused on
changes we need to make to make this company successful for the
long term."

According to another analyst, Will Randow, an analyst at
Citigroup Inc. in New York, American's likeliest sources for more
cash in Chapter 11 would be companies with which it already has a
relationship, like Citigroup, the airline's credit-card partner
for American's AAdvantage(R) loyalty program.

                      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 ENERGY: Posts $142,800 Net Loss in September 30 Quarter
----------------------------------------------------------------
The American Energy Group, Ltd., filed its quarterly report on
Form 10-Q, reporting a net loss of $142,870 on $67,579 of revenue
for the three months ended Sept. 30, 2011, compared with a net
loss of $214,313 on $nil revenue for the three months ended
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.8 million
in total assets, $997,943 in total liabilities, and stockholders'
equity of $797,261.

As reported in the TCR on Oct. 20, 2011, Morrill & Associates, in
Bountiful, Utah, expressed substantial doubt about The American
Energy Group's ability to continue as a going concern, following
the Company's results for the fiscal year ended June 30, 2011.
The independent auditors noted that the Company has suffered
recurring losses and has no revenues.

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

                       http://is.gd/JZRAoW

The American Energy Group, Ltd., operates as an energy resource
royalty company.  It owns 18% overriding royalty interest in the
Yasin Concession located in Pakistan, as well as an interest in
two oil and gas leases in southeast Texas.  The Company was
formerly known as Belize-American Corp. Internationale and changed
its name to The American Energy Group, Ltd., in 1994.  The
American Energy Group was incorporated in 1987 and is based in
Westport, Connecticut.


AMERITYRE CORP: Posts $194,100 Net Loss in Q1 of Fiscal 2012
------------------------------------------------------------
Amerityre Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $194,100 on $1.3 million of revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$303,013 on $917,646 of revenues for the three months ended
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $2.8 million
in total assets, $1.6 million in total liabilities, and
stockholders' equity of $1.2 million.

As reported in the TCR on Oct. 20, 2011, HJ & Associates, LLC, in
Salt Lake City, Utah, expressed substantial doubt about
Amerityre's ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2011.  The
independent auditors noted that the Company has suffered recurring
losses from operations that have resulted in an accumulated
deficit.

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

                       http://is.gd/gqHg5R

Boulder City, Nevada-based Amerityre Corporation engages in the
research and development, manufacturing and sale of polyurethane
tires.


AMERICAN AIRLINES: American Eagle Has DOT OK for Chicago to Iowa
----------------------------------------------------------------
American Eagle, the regional affiliate of American Airlines, was
selected by the United States Department of Transportation to
begin daily round-trip flights between Chicago O'Hare
International Airport and two new destinations in Iowa - Sioux
Gateway Airport in Sioux City and Waterloo Regional Airport in
Waterloo.  As part of the Essential Air Service program (EAS),
Eagle plans to begin service in spring 2012, operating the routes
with 44-seat and 50-seat Embraer jets.

"We're delighted that American Eagle was selected to provide
service to Sioux City and Waterloo from our cornerstone hub in
Chicago," said Gary Foss, Managing Director - Regional Commercial
Services for American Airlines.  "This schedule will allow
customers throughout Northern Iowa to make a day trip to Chicago
for business or connect through this key international gateway to
destinations throughout the American Airlines and oneworld(R)
global network."

"Connecting Sioux City and Waterloo air service through O'Hare
will improve the flying options for travelers, while, at the same
time, create and preserve jobs in both areas," said Iowa Senator
Tom Harkin, who worked to support the inclusion of new cities into
the Essential Air Service Program.  "Better service is also
important for economic development and in attracting new
businesses. I am hopeful that American Airlines will be able to
expand their air service to both cities over time, eliminating the
need for federal support."

"I am pleased that the DOT has granted the City of Sioux City's
request and selected American Eagle as the EAS provider in Sioux
City," said Congressman Steve King (R-Iowa).  "Round-trip service
to Chicago O'Hare fits well with the demands of those travelling
to and from Sioux City, and I am hopeful that this service will
help to increase the air traffic in and out of Sioux City.  Sioux
City has historically done very well to leverage community assets
like reliable air service to attract new opportunities, and
today's decision ensures that it will be able to continue to d

                      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)


APPLIED DNA: Incurs $10.5 Million Net Loss in Fiscal 2011
--------------------------------------------------------
Applied DNA Sciences, Inc., filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $10.51 million on $968,848 of revenue for the year ended
Sept. 30, 2011, compared with a net loss of $7.91 million on
$519,844 of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.50
million in total assets, $4.49 million in total liabilities, all
current, and a $995,385 total deficiency in stockholders' equity.

RBSM LLP, in New York, noted in its report on Applied DNA's 2011
financial results that the Company has suffered recurring losses
and does not have significant cash or other material assets, nor
does it have an established source of revenues sufficient to cover
its operations, which raises substantial doubt about its ability
to continue as a going concern.

A full-text copy of the Form 10-K is available for free at:

                        http://is.gd/EZrxZL

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.


APTERA MOTORS: Closes Doors After Government Denies Loan
--------------------------------------------------------
PCMag.com reports that Aptera Motors -- the company behind the
futuristic, three-wheeled Aptera 2 vehicle -- will be closing its
doors after failing to procure a loan from the Department of
Energy.

PCMag.com relates that President and CEO Paul Wilbur said the
$150 million in funding would have been used not for the Aptera 2,
but for the production of a five-door, fuel efficient sedan
capable of achieving more than 190 miles per gallon.  This would
have included re-opening a recently closed automotive plant in
Moraine, Ohio, he said.

"It is especially disappointing since we were so close," PCMag.com
quotes Mr. Wilbur as saying.

Based in Carlsbad, California, Aptera Motors Inc., formerly known
as Accelerated Composites, manufactured high-efficiency road
vehicles.  The company was well known not just for the striking
Aptera 2, but also for its composite manufacturing system, which
can reduce vehicle weight by up to 30 percent, while reportedly
tripling its strength, PCMag.com says.


ARCIS RESOURCES: Posts $681,900 Net Loss in Third Quarter
---------------------------------------------------------
Arcis Resources Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $681,936 on $66,662 of sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$69,627 on $nil sales for the comparable period in 2010.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $869,488 on $76,824 of sales, compared with a net
loss of $87,905 on $790 of sales for the corresponding period last
year.

The Company's balance sheet at Sept. 30, 2011, showed $7.2 million
in total assets, $8.0 million in total liabilities, and a
stockholders' deficit of $849,144.

"The Company incurred a loss from continuing operations of
$320,840 during the three months ended Sept. 30, 2011, and a loss
from continuing operations of $508,392 for the nine months ended
Sept. 30, 2011.  In addition, the Company had a shareholders
equity deficit of $849,144 at Sept. 30, 2011, as well as a working
capital deficit of $7,490,275," the Company said in the filing.
"These matters raise substantial doubt about the Company's ability
to continue as a going concern."

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

                       http://is.gd/r1lzM9

Headquartered in Birmingham, Alabama, Arcis Resources Corporation
had four subsidiaries:

-- Arcis Energy Inc. and Gulf Coast Energy Distribution, LLC
("GCED").  Arcis Energy was organized to engage in international
fuel trade.  GCED was organized to engage in domestic fuel trade,
including transfer of oil and refined petroleum products.  Both
Arcis Energy and GCED will be engaged in the acquisition, sale and
trading of the full spectrum of petroleum products, from crude oil
refinery feed stocks to refined products, including base oils,
biofuels, bunker fuels, fuel oils, gasoil, kerosene/jet fuel,
marine gasoil, and diesel motor gas and naphtha, with an emphasis
in the mid-distillates markets.

-- Mobile Fluid Recovery, Inc. ("MFR") and American Plant
Services, LLC ("APS"), which were acquired in July 2011.  APS was
engaged in the business of providing industrial services.
However, soon after the acquisition the Company determined that it
could not be operated profitably.  So APS is now in liquidation.
MFR utilizes patented recyclable absorbent systems to provided
fluid recycling services, including separation of oil and water
and reuse of the oil.


ATLANTIC & PACIFIC: SEC Okays Confidential Treatment to C&S Deal
----------------------------------------------------------------
On Dec. 8, 2011, the U.S. Securities and Exchange Commission
released an order granting The Great Atlantic & Pacific Tea
Company, Inc.'s application under Rule 24b-2 for confidential
treatment of information it excluded from the Exhibits to a Form
10-Q filed on Aug. 1, 2011, as amended.

The full-text of the CT Order is reproduced below:

ORDER GRANTING CONFIDENTIAL TREATMENT
UNDER THE SECURITIES EXCHANGE ACT OF 1934

The Great Atlantic & Pacific Tea Company, Inc.

File No. 1-04141 - CF#27115

The Great Atlantic & Pacific Tea Company, Inc. submitted an
application under Rule 24b-2 requesting confidential treatment for
information it excluded from the Exhibits to a Form 10-Q filed on
August 1, 2011, as amended.

Based on representations by the Great Atlantic & Pacific Tea
Company, Inc., that this information qualifies as confidential
commercial or financial information under the Freedom of
Information Act, 5 U.S.C. 552(b)(4), the Division of Corporation
Finance has determined not to publicly disclose it.  Accordingly,
excluded information from the following exhibit(s) will not be
released to the public for the time period(s) specified:

Exhibit 10.1 through July 22, 2021

For the Commission, by the Division of Corporation Finance,
pursuant to delegated authority:

                                    Brigitte Lippmann
                                    Special Counsel

Exhibit 10.1 refers to the Supply, Distribution and Related
Services Agreement dated May 29, 2011 by and between the Company
and C&S Wholesale Grocers, Inc.  Confidential treatment has been
requested for certain portions thereof pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission on July 29, 2011.  Such provisions have been filed
separately with the Commission.

                  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.


BEACON POWER: U.S. Trustee Appoints 4-Member Creditors' Panel
--------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Beacon Power Corporation.

The Creditors Committee members are:

       1. Markovich, Inc.
          Attn: Bill Markovich
          2827 Lexington Avenue, Butte
          MT 59701
          Tel: 406-494-3901
          Fax: 406-494-1989

       2. Customized Energy Solutions, Ltd.
          Attn: Ariel Lager
          1528 Walnut Street
          Philadelphia, PA 19102
          Tel: 215-875-9440
          Fax:215-875-9490

       3. Varsity Facility Management LLC
          d/b/a Varsity Facility Services
          Attn: William Neeb
          4 Tower Farm Road
          Billerica, MA 01821
          Tel: 978-262-1312
          Fax: 978-262-9659

       4. Jonathan R. Leehey
          3 Brook Trail Road
          Wayland, MA 01778
          Tel: 508-801-6766
          Fax: 508-358-5721

                     About Beacon Power

Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND)
-- http://www.beaconpower.com/-- designs, manufactures and
operates flywheel-based energy storage systems that it has begun
to deploy in company-owned merchant plants that sell frequency
regulation services in open-bid markets.

Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1
million guaranteed by the U.S. Energy Department.  Brown Rudnick
and Potter Anderson & Corroon serve as the Debtor's counsel.

Tyngsboro, Massachusetts-based Beacon disclosed assets of
$72 million and debt totaling $47 million, including $39.1 million
owing on the government-guaranteed loan.  Beacon built a $69
million facility with 20 megawatts of balancing capacity in
Stephentown, New York, funded mostly by the Energy Department
loan.

Beacon Power is the second cleantech company which has been backed
by the U.S. Department of Energy via loan guarantees to fail this
year.  The first was Solyndra, which declared Chapter 11
bankruptcy on Sept. 6, 2011.


BEAR MOUNTAIN: Court Approves Berreth Lochmiller as Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
authorized Bear Mountain Ranch Holdings, LLC, to employ Berreth,
Lochmiller & Associates, PLLC, as accountants.  Berreth Lochmiller
will provide the Debtor with general accounting services and
related services as may be requested by the Debtor or counsel to
assist the Debtor in its business operations, the reorganization
proceeding, and matters related thereto.

Berreth Lochmiller billing rates for accountants range from $75 to
$200 per hour, with courtroom and deposition testimony rates of
$225 per hour.  The Debtor is responsible for all costs and
expenses incurred in the course of representation, subject to
Court approval.

                 About Bear Mountain Ranch Holdings

Chelan, Washington-based Bear Mountain Ranch Holdings, LLC, fka
Bear Mountain, LLC, and dba Bear Mountain Orchards, filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  Barry W.
Davidson, Esq. -- cnickerl@dbm-law.net -- at Davidson Backman
Medeiros PLLC, serves as the Debtor's counsel.  The Debtor
disclosed $13,005,047 in assets and $4,439,811 in liabilities as
of the Chapter 11 filing.

Robert D. Miller Jr., U.S. Trustee informed the Court that he is
not appointing an official committee of unsecured creditors in the
Debtor's bankruptcy case due to the lack of entities eligible to
serve on the unsecured creditors' committee.


BELTWAY 8: Amended Reorganization Plan Declared Effective
---------------------------------------------------------
Beltway 8 Associates, Limited Partnership notified the U.S.
Bankruptcy Court for the Middle District of Louisiana that the
effective Date of its Second Amended and Restated Plan of
Reorganization, occurred on Nov. 28, 2011.

On Nov. 14, the Hon. Douglas D. Dodd confirmed the Debtor's Plan
as of Nov. 9, 2011.

According to the Amended Plan, on and after the Effective Date,
all assets of the Debtor and its estate will vest in the
Reorganized Debtor free and clear of all liens, encumbrances, and
claims except for the liens securing any priority tax claims and
the liens securing the Class 2 Claim and any security interests
arising from the FST Watermarke Plan Documents.  On and after the
Effective Date, the Reorganized Debtor may operate its business,
may use, acquire and dispose of property, may retain, compensate
and pay any professionals or advisors, and compromise or settle
any causes of action, claims or interests without supervision of
or approval by the Bankruptcy Court and free and clear of any
restrictions of the Bankruptcy Code or the Bankruptcy Rules other
than restrictions expressly imposed by the Plan and the
Confirmation Order.  All payments due on or after the Effective
Date will be made from the Debtor's cash on hand and from the
future revenues derived from the Reorganized Debtor's operation of
the apartment complex owned by the Debtor.

A full-text copy of the Second Amended and Restated Plan of
Reorganization, as of Nov. 9, 2011, is available for free at:

     http://bankrupt.com/misc/BELTWAY_8_plan_2ndamendment.pdf

                        About Beltway 8

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, owns and operates Watermarke Apartments, a
280 unit residential apartment complex located on approximately
15.6 acres in Houston, Texas.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. La. Case No. 11-10001) on Jan. 3, 2011.

Patrick S. Garrity, Esq., and William E. Steffes, Esq., at
Steffes, Vingiello & McKenzie, LLC, in Baton Rouge, La., serve as
the Debtor's bankruptcy counsel.  Judge Douglas D. Dodd presides
over the Chapter 11 case.  The Debtor disclosed $25.3 million in
assets and $25.4 million in liabilities as of the Chapter 11
filing.


BERNARD L. MADOFF: Trustee Seeks $76.3MM From Two Swiss Banks
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the trustee
liquidating the estate of Bernard L. Madoff's investment firm on
Friday filed lawsuits seeking a total of $76.3 million from two
Swiss banks, continuing his quest to recover money he says was
fraudulently transferred from the company.  Law360 relates that
Bernard L. Madoff Investment Securities LLC liquidation trustee
Irving Picard is seeking nearly $39 million from Falcon Private
Bank Ltd. and about $37.3 million from Bank Julius Baer & Co. Ltd
that he says was illegally transferred from BLMIS through Madoff
feeder fund Fairfield Sentry Ltd.

                      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.


BONDS.COM GROUP: Sells 100 Units for $10 Million
------------------------------------------------
Bonds.com Group, Inc., on Dec. 5, 2011, consummated a group of
related transactions pursuant to which, among other things, the
Company:

   * sold 100 units for an aggregate purchase price of $10,000,000
     to six accredited investors, with each unit comprised of (a)
     warrants to purchase 1,428,571 shares of the Company's Common
     Stock, par value $0.0001 per share, at an initial exercise
     price of $0.07 per share, and (b) 100 shares of a newly-
     created class of preferred stock designated as Series E-2
     Convertible Preferred Stock, par value $0.0001 per share,
     and agreed to sell an additional 66 Units for an aggregate
     purchase price of $6,600,000 to five accredited investors
     upon the satisfaction or waiver of certain closing
     conditions; and

   * issued (a) 11,831 shares of a newly-created class of
     preferred stock designated as Series E Convertible Preferred
     Stock, par value $0.0001 per share, in exchange for all
     outstanding shares of the Company's Series D Convertible
     Preferred Stock, par value $0.0001 per share, plus all rights
     with respect to accrued dividends on those shares of Series D
     Preferred, and (b) 1,334 shares of a newly-created class of
     preferred stock designated as Series E-1 Convertible
     Preferred Stock, par value $0.0001 per share, in exchange for
     all outstanding shares of the Company's Series D-1
     Convertible Preferred Stock, par value $0.0001 per share,
     plus all rights with respect to accrued dividends on such
     shares of Series D-1 Preferred.

In connection with and as a condition to the transactions
contemplated by the Unit Purchase Agreement and the Exchange
Agreement, on Dec. 5, 2011, the Company entered into a Second
Amended and Restated Registration Rights Agreement with Daher
Bonds Investment Company, Mida Holdings, Oak Investment Partners
XII, Limited Partnership, GFINet Inc., UBS Americas, Inc., Bonds
MX, LLC, Jefferies & Company, Inc., and each other holder of the
securities acquired pursuant to the Exchange Agreement or the Unit
Purchase Agreement.  Under the terms of the Second Amended and
Restated Registration Rights Agreement, if at any time after the
earlier of (a) one (1) year after the date of such agreement or
(b) one hundred eighty (180) days after the date the Company's
shares of Common Stock are listed on a national securities
exchange, the Company receives a written request from holders of
66.6% of the Series E Preferred, Series E-1 Preferred and the
Series E-2 Preferred to file with the Securities and Exchange
Commission a registration statement with respect to at least ten
percent (10%) of such Common Stock then outstanding, then the
Company is obligated within ten days after the date of receipt by
the Company of such written request, to give notice thereof to all
of the other holders of Series E Preferred, Series E-1 Preferred
or Series E-2 Preferred.  As soon as practicable thereafter, the
Company will file such registration statement with the Securities
and Exchange Commission covering all Common Stock that are
requested to be registered by the Initiating Investors and any
additional Common Stock as specified by notice given to the
Company by any Other Investors within 20 days of the date the
Other Investors received notice from the Company.

Edwin L. Knetzger, III, a member and Co-Chairman of the Board, is
a significant equity owner in Bonds MX, which is a party to the
Exchange Agreement, Stockholders Agreement and Second Amended and
Restated Registration Rights Agreement.

On Dec. 5, 2011, and as a condition to the consummation of the
transactions contemplated by the Unit Purchase Agreement, the
Company and Oak, as successor of Beacon Capital Strategies, Inc.,
entered into Amendment No. 1 to Agreement with Respect to
Conversion, which amends the Agreement with Respect to Conversion
dated as of Feb. 2, 2011, among the parties thereto.  The
Determination Agreement, among other things, sets forth the
provisions and procedures for determining the contingent number of
shares of Common Stock issuable upon conversion of the Series C
Preferred and the contingent liquidation preference of the shares
of Series C Convertible Preferred Stock, par value $0.0001 per
share.

On Dec. 5, 2011, David S. Bensol, George P. Jameson and Michael O.
Sanderson resigned from the Board.

On Dec. 5, 2011, Mr. Sanderson and the Company agreed that Mr.
Sanderson would cease serving as Co-Chairman effective Dec. 29,
2011.  The Company has not appointed a new Co-Chairman.  In
connection with Mr. Sanderson's resignation, the Company and Mr.
Sanderson have entered into the Separation Agreement dated as of
Dec. 5, 2011.  Except with respect to certain restrictive
covenants in favor of the Company and given by Mr. Sanderson and
certain other matters, the Separation Agreement terminates the
Employment Agreement dated Feb. 2, 2011, between the Company and
Mr. Sanderson.

On Dec. 5, 2011, the Company's Board appointed Michel Daher and
Henri J. Chaoul, Ph.D. to the Board to fill two of the three
vacancies on the Board created by the resignations of Messrs.
Bensol, Jameson and Sanderson.  Messrs. Daher and Chaoul were
appointed to the Board pursuant to the Stockholders Agreement
described above and as a condition to the consummation of the
transactions contemplated by the Unit Purchase Agreement.  In
connection with their appointment to the Board, the Company
entered into Indemnification Agreements with each of Mr. Daher and
Mr. Chaoul.  The Indemnification Agreements expand upon and
clarify certain procedural and other matters with respect to the
rights to indemnification and advancement of expenses provided to
directors of the Company pursuant to applicable Delaware law and
the Company's Bylaws.

As a condition to the consummation of the transactions
contemplated by the Unit Purchase Agreement, the Company entered
into an Amended and Restated Employment Agreement with George
O'Krepkie, the Company's President.

The Employment Agreement amends and restates in its entirety the
Employment Agreement dated as of Feb. 2, 2011, between the Company
and Mr. O'Krepkie.  The amendment, among other things, provides
that Mr. O'Krepkie's base salary under the Employment Agreement is
$300,000 per year, and provides that such base salary will be
subject to increase, but not decrease, by the Board on an annual
basis commencing Jan. 1, 2013.

The Company amended its Certificate of Incorporation by filing (a)
a Certificate of Increase of Series A Participating Preferred
Stock which increased the Company's authorized shares of Series A
Preferred from 450,000 to 508,000 shares, and (b) a Certificate of
Designation of Series E Convertible Preferred Stock, Series E-1
Convertible Preferred Stock and Series E-2 Convertible Preferred
Stock which authorized and created 12,000 shares of Series E
Preferred, 1,400 shares of Series E-1 Preferred and 20,000 shares
of Series E-2 Preferred.

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

                        http://is.gd/RTMNYC

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.

The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BONDS.COM GROUP: GFINet Discloses 54.5% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GFINet Inc. and GFI Group Inc. disclosed
that, as of Dec. 5, 2011, they beneficially own 125,242,858 shares
of common stock of Bonds.com Group, Inc., representing 54.5% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/98Wsrj

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.

The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BONDS.COM GROUP: Oak Investment Discloses 64.7% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Oak Investment Partners XII, Limited
Partnership, and its affiliates disclosed that, as of Dec. 5,
2011, they beneficially own 191,518,572 shares of common stock of
Bonds.com Group, Inc., representing 64.7% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/HCGZHm

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.

The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BRIGHAM EXPLORATION: Statoil Owns 100% of Common Shares
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Statoil ASA and its affiliates disclosed that, as of
Dec. 1, 2011, they beneficially own 124,790,624 shares of common
stock of Brigham Exploration Company representing 100% of the
shares outstanding.

Statoil, Fargo Acquisition Inc., and Brigham entered into an
Agreement and Plan of Merger, dated as of Oct. 17, 2011, for the
purpose of Statoil's acquisition of all of the issued and
outstanding Shares.  Pursuant to the Merger Agreement, Fargo
Acquisition commenced a tender offer to purchase all of the
outstanding Shares at a purchase price of $36.50 per Share, net to
the seller in cash, without interest thereon and less any
applicable withholding taxes, upon the terms and subject to the
conditions set forth in the offer to purchase, dated Oct. 28,
2011.

The initial offering period for the Offer expired at 12:00
midnight, New York City time, at the end of Wednesday, Nov. 30,
2011.  The subsequent offering period for the Offer expired at
12:00 midnight, New York City time, at the end of Wednesday,
Dec. 7, 2011.  The Depositary has advised Statoil and Purchaser
that 109,400,549 Shares were validly tendered in the Offer prior
to the expiration of the subsequent offering period, which, when
combined with the 6,249,857 Shares that were issued to Purchaser
on Dec. 5, 2011, pursuant to a Subscription Agreement by and
between Brigham and Purchaser, represents more than 92.6% of
Brigham's outstanding Shares as of Dec. 7, 2011.  All Shares
validly tendered have been accepted for payment and have been or
will be promptly paid for in accordance with the terms and
conditions of the Offer and applicable law.

In accordance with the Merger Agreement, and as the final step of
the acquisition process, Statoil and Purchaser effected a short-
form merger under Delaware law on Dec. 8, 2011.  As of the
Effective Time, each Share issued and outstanding immediately
prior to the Effective Time ceased to be issued and outstanding
and was converted into the right to receive an amount in cash
equal to $36.50, without interest thereon and less any applicable
withholding taxes.  Brigham survived the merger and became an
indirect, wholly owned subsidiary of Statoil.  Following the
merger, the Shares will be delisted and will cease to trade on the
NASDAQ Global Select Market.

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

                         http://is.gd/tIobrj

                       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."


C & M RUSSELL: Has Access to Properties' Cash Until Jan. 10
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized C & M Russell, LLC, to use the rent proceeds of that
certain real property located at:

   1. 2722 Vanderbilt Lane, Redondo Beach, California;

   2. 302 West Imperial Avenue, El Segundo, California;

   3. 732 West Imperial Avenue, El Segundo, California;

   4. 216 West Imperial Avenue, El Segundo, California; and

   5. 2120 Vanderbilt Lane, Redondo Beach, California.

As reported in the Troubled Company Reporter on Nov. 14, 2011, the
Debtor sought Court permission to use cash collateral consisting
of rent revenues from five properties until April 30, 2012.

     (1) The 2722 Property is a 16-unit, multifamily, income
         producing property.  The 2722 Property is stabilized and
         is fully, or close to fully, occupied, with little
         turnover of tenants. The Debtor estimates the value of
         the 2722 Property to be $2,150,000 and the Property is
         encumbered by $1,485,000 in secured debt.  The 2722
         Property is encumbered by:

         -- A first priority deed of trust in favor of JP Morgan
            Chase Bank, N.A., as successor in interest to
            Washington Mutual Bank, securing a loan for
            $1,363,135.  As of the Petition Date, the Debtor has
            missed one payment on the 2722 Chase Loan.

         -- A second priority deed of trust in favor of Vijay
            Fadia, an individual, securing a loan for $120,000.
            The Debtor is in default under the 2722 Fadia Loan, as
            reflected in that certain Notice of Default recorded
            in the real property records for the County of Los
            Angeles on June 13, 2011.

         The 2722 Fadia Loan is cross-collateralized with the
         Debtor's real property located 302 West Imperial Avenue,
         El Segundo.  The Debtor believes there is substantial
         equity in the 2722 Property, and the Secured Lenders'
         interests in the property are adequately protected by
         a substantial equity cushion.

     (2) The 302 Property is an eight-unit, multifamily, income
         producing property.  The 302 Property is stabilized and
         is fully, or close to fully, occupied, with little
         turnover of tenants.  The Debtor estimates the value of
         the 302 Property to be $1,900,000 and the Property is
         encumbered by $1,186,499 in secured debt.  The 302
         Property is encumbered by:

         -- A first priority deed of trust in favor of JP Morgan
            Chase Bank, N.A., as successor in interest to
            Washington Mutual Bank, securing a loan for $846,499.
            The Debtor is current in its payments on the Chase
            Loan and the Chase Loan is not in default.

         -- A second priority deed of trust in favor of Vijay
            Fadia, an individual, securing a loan for $220,000.
            Interest was paid through Jan. 15, 2011.  No notice of
            default has been recorded.

         -- A third priority deed of trust in favor of Fadia,
            securing a loan for $120,000.  The Second 302 Fadia
            Loan is also secured by another one of the Debtor's
            properties, namely that certain real property located
            at 2722 Vanderbilt Lane, Redondo Beach, California.
            The Debtor is in default under the Second 302 Fadia
            Loan but the "Notice of Default" recorded by Fadia
            only address the 2722 Vanderbilt Lane property.

         The Debtor believes there is substantial equity in the
         302 Property, and the Secured Lenders' interests in the
         property are adequately protected by a substantial equity
         cushion.

     (3) The 732 Property is a 42-unit, multifamily, income
         producing property.  The 732 Property is stabilized and
         is fully, or close to fully, occupied, with little
         turnover of tenants.  The Debtor estimates the value of
         the 732 Property to be $7,350,000, which value has been
         confirmed by an informal valuation given to the Debtor by
         CB Richard Ellis.  The Property is encumbered by
         $3,500,000 in secured debt -- a first priority deed of
         trust in favor of JP Morgan Chase Bank, N.A., as
         successor in interest to Washington Mutual Bank, securing
         a loan in the approximate outstanding principal amount of
         $3,500,000.  The Debtor is current in its payments on the
         Chase Loan and the Chase Loan is not in default.  The
         Debtor believes there is substantial equity in the 732
         Property, and the Secured Lender's interest in the
         property is adequately protected by a substantial equity
         cushion.

     (4) The 216 Property is a 23-unit, multifamily, income
         producing property.  The 216 Property is stabilized and
         is fully, or close to fully, occupied, with little
         turnover of tenants.  The Debtor estimates the value of
         the 216 Property to be $4,000,000, which value has been
         confirmed by an informal valuation given to the Debtor by
         CB Richard Ellis.  The Property is encumbered by
         $2,230,000 in secured debt -- a first priority deed of
         trust in favor of JP Morgan Chase Bank, N.A., as
         successor in interest to Washington Mutual Bank, securing
         a loan in the approximate outstanding principal amount of
         $2,370,000.  The Debtor is current in its payments on the
         Chase Loan and the Chase Loan is not in default.  The
         Debtor believes there is substantial equity in the 216
         Property, and the Secured Lender's interest in the
         property is adequately protected by a substantial equity
         cushion.

     (5) The 2120 Property is an 11-unit, multifamily, income
         producing property.  It is stabilized and is fully, or
         close to fully, occupied, with little turnover of
         tenants.  The Debtor estimates the value of the 2120
         Property to be $2,000,000 and the Property is encumbered
         by $800,000 in secured debt.  The 2120 Property is
         encumbered by:

         -- A first priority deed of trust in favor of JP Morgan
            Chase Bank, as successor in interest to Washington
            Mutual Bank, securing a loan for $470,000.  As of the
            Petition Date, the Debtor has missed one payment on
            the 2120 Chase Loan.

         -- A second priority deed of trust in favor of Vijay
            Fadia, an individual, securing a loan for $328,000.
            The Debtor is in default under the 2120 Fadia Loan
            and, pursuant to a Notice of Trustee's Sale recorded
            in the real property records for the County of Los
            Angeles, the total alleged accelerated unpaid balance
            (including charges, penalties and expenses) is
            $360,726.

         The 2120 Fadia Loan was declared to be in default and is
         the debt that gave rise to a scheduled trustee's sale
         that was scheduled to be completed prior to the filing
         of the Debtor's first petition.  The Debtor believes
         there is substantial equity in the 2120 Property, and
         the Secured Lenders' interests in the property are
         adequately protected by a substantial equity cushion.

The Debtor would use the cash collateral to fund its operations
until Jan. 10, 2012, subject to further extension.

The Debtor is not authorized to make payments to insiders
(including Ms. Evans and her two sons) for compensation earned
prefiling.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the secured lenders replacement
liens on postpetition receivables derived from the properties.

A final hearing on the Debtor's access to these cash collateral
will be held on Jan. 10, 2012, at 3:00 p.m.; and it is further
ordered that, no later than Dec. 29, 2011, the Debtor will file
with the Court a report that contains these: (i) a modified
budget; and (ii) a detailed accounting for the monies borrowed by
the Debtor from Vijay Fadia that is evidenced by junior deeds of
trust recorded against several properties in the Chapter 11
estate.

                         About C&M Russell

Los Angeles, California-based C & M Russell LLC The Debtor is the
owns five multifamily apartment buildings all located in either
Redondo Beach or El Segundo, California.  The Company first made a
pro se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No.
11-49889) on Sept. 21, 2011.  C & M Russell filed for another
Chapter 11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20,
2011.  Judge Sandra R. Klein presides over the case.  Alan G.
Tippie, Esq., and Avi E. Muhtar, Esq. -- atippie@sulmeyerlaw.com
and amuhtar@sulmeyerlaw.com -- at SulmeyerKupetz, serve as the
Debtor's counsel.  In the second petition, the Debtor scheduled
assets of $17,499,500 and debts of $9,300,331.  The petition was
signed by Mattie B. Evans, chief executive member.


CANO PETROLEUM: Clint Carlson Discloses 4% 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. 7, 2011, they beneficially own 1,800,000 shares
of common stock of Cano Petroleum, Inc., representing 4% of the
shares outstanding.  As previously reported by the TCR on Dec. 9,
2011, Mr. Carlson disclosed beneficial ownership of 2,860,000
shares or 6.3% equity stake.  A full-text copy of the amended
Schedule 13D filing is available for free at http://is.gd/oVurfA

                        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.


CAPITAL SAFETY: S&P Assigns Prelim. 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
long-term corporate credit rating to Capital Safety Group. The
outlook is stable.

"At the same time, we assigned our preliminary 'B' issue-level
rating to the company's $420 million proposed senior secured
credit facilities, which comprise a $375 million senior secured
term loan and a $45 million revolver. The preliminary recovery
rating on the senior secured credit facilities is '3', which
indicates our expectation of meaningful (50% to 70%) recovery in
the event of a payment default," S&P said.

"Our preliminary ratings on Capital Safety Group reflect the
company's 'weak' business risk profile and 'highly leveraged'
financial risk profile, as our criteria define the terms. Capital
Safety Group manufactures fall protection, confined space, and
rescue equipment such as harnesses, lanyards, blocks, and anchor
points. The company's main end markets include construction (24%
of revenues), oil and gas (21%), industrial (12%), utilities
(11%), and transportation (9%)," S&P said.

"We believe Capital Safety's business profile will remain weak
because of its narrow focus in a niche market, which is a subset
of the competitive and fragmented personal protection equipment
industry," said Standard & Poor's credit analyst John Sico. "This
limits the company's scale of operations."

"Standard & Poor's believes Capital Safety's overall geographic
diversity should continue to be fair, with about 40% of revenues
coming from outside of North America, and its presence in emerging
markets should continue to increase. We also believe the company's
relatively diverse customer base, as well as a significant
proportion of recurring revenue, helps to reduce earnings and cash
flow volatility," S&P said.

"Capital Safety's three brands -- DBI-SALA, PROTECTA, and UNILINE
-- are positioned as premium brands within the fall protection
equipment market. The company's customers exhibit some brand
loyalty and are less price-sensitive due to the "life or death"
nature of the product as well as training services that the
company provides. The company is exposed to volatile raw material
costs (including steel), which can pressure margins. We believe
Capital Safety will be able to pass on most of raw material
inflation to the customer, although there could be a time lag
between material and price inflation," S&P said.

Capital Safety benefits from its customers' need to adhere to
regulatory and compliance safety requirements. However, if a
significant accident or safety failure were linked to their
products, there would be the potential for product liability
claims. Capital Safety carries insurance and the financial
impact of such occurrences to date has not been material, although
the company has received an adverse judgment in a case pending
appeal, to which it may have some cash exposure.

The outlook is stable. "We expect the company's good niche market
position and operating margins will help sustain credit measures
that are appropriate for the rating, specifically a ratio of
adjusted debt to EBITDA in the 5x-6x range," said Mr. Sico.


CAPITOL BANCORP: Five Directors Elected at Annual Meeting
---------------------------------------------------------
Capitol Bancorp Limited held its annual meeting of shareholders
held on Dec. 8, 2011.  More than 70 percent of Capitol's
outstanding shares voted on the proposals, with more than 91
percent voting in favor of the proposal to elect five Class I
directors to hold office for three years, and more than 97 percent
voting in favor of the ratification of the appointment of BDO USA,
LLP, as Capitol's independent auditors for the year ending
Dec. 31, 2011.

The newly elected directors are Paul R. Ballard, Lewis D. Johns,
Calvin D. Meeusen, Lyle W. Miller and Cristin K. Reid.

Following the voting on the proposals electing the Class I
directors and ratifying the independent auditors, the Annual
Meeting was thereafter adjourned until a later date to allow
additional time to solicit votes for these shareholder proposals:

   -- to amend Capitol's articles of incorporation to require
      majority voting for the election of directors, to redeem the
      preferred stock purchase rights under Capitol's tax benefits
      preservation plan;

   -- to implement a policy requiring a two-thirds majority of
      independent directors; and

   -- an additional shareholder proposal to declassify the board,
      if properly presented at this adjourned session of the
      Annual Meeting.

Supplemental proxy materials will be mailed promptly to
shareholders of record as of Nov. 4, 2011, and the Annual Meeting
will reconvene on Wednesday, Jan. 18, 2012, at 10:00 a.m., at
which time the shareholder proposals will be considered and acted
upon.

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.

The Company also reported a net loss of $45.04 million on
$82.17 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $163.10 million on
$101.45 million of total interest income for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.46 billion in total assets, $2.56 billion in total liabilities,
and a $93.51 million in total deficit.

As of Sept. 30, 2011, there are several significant adverse
aspects of Capitol's consolidated financial position and results
of operations which include, but are not limited to, the
following:

  -- An equity deficit approximating $96 million;

  -- Regulatory capital classification on a consolidated basis as
     less than "adequately-capitalized" and related negative
     amounts and ratios;

  -- Numerous banking subsidiaries with regulatory capital
     classification as "undercapitalized" or 'significantly-
     undercapitalized";

  -- Certain banking subsidiaries which are generally subject to
     formal regulatory agreements have received "prompt
     corrective action" notifications and directives from the
     FDIC, which require timely action by bank management and the
     respective boards of directors to resolve regulatory capital
     ratios which result in classification as less than
    "adequately-capitalized" or to submit an acceptable capital
     restoration plan to the FDIC, and it is likely additional
     PCANs or PCADs may be issued in the future or that the
     banking subsidiaries may be unable to satisfactorily resolve
     those notices or directives;

  -- In 2010 and 2011, Capitol sold several of its banking
     subsidiaries and has other divestiture transactions pending.
     The proceeds from those divestitures have been redeployed at
     certain remaining banking subsidiaries which have
     experienced a significant erosion of capital due to
     operating losses.  While such proceeds have been a
     significant source of funds for redeployment, the
     Corporation will need to raise significant other sources of
     new capital in the future;

  -- The Corporation and substantially all of its banking
     subsidiaries are operating under various regulatory
     agreements which place a number of restrictions on them and
     impose other requirements limiting activities and requiring
     preservation of capital, improvement in regulatory capital
     measures, reduction of nonperforming assets and other
     matters for which the entities have not achieved full
     compliance;

  -- Elevated levels of nonperforming loans and other
     nonperforming assets as a percentage of consolidated loans
     and total assets, respectively; and

  -- Significant losses from continuing operations in 2011, 2010,
     2009 and 2008, resulting primarily from provisions for loan
     losses, costs associated with foreclosed properties and
     other real estate owned and, in 2010, an impairment charge
     to operations for the write-off of previously-recorded
     goodwill ($64.5 million).

The foregoing considerations raise some level of doubt as to the
Corporation's ability to continue as a going concern.


CHINA DIGITAL: Posts $251,500 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
China Digital Animation Development, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $251,573 on $458,429
of revenue for the three months ended Sept. 30, 2011, compared
with a net loss of $825,354 on $1.8 million of revenue for the
three months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$11.2 million in total assets, $448,195 in total liabilities, and
stockholders' equity of $10.8 million.

"The Company has incurred significant continuing losses during the
three months ended Sept.. 30, 2011, and the year ended June 30,
2011, and has relied on the Company's registered capital to fund
operations," the Company said in the filing.

"As of Sept. 30, 2011, we had cash and equivalents on hand of
$12,253.  These conditions raise substantial doubt about the
Company?s ability to continue as a going concern."

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

                       http://is.gd/MIW4av

New York-based China Digital Animation Development, Inc., was a
shell company for several years prior to 2008.  On Nov. 12, 2008,
the Company acquired the outstanding capital stock of RDX Holdings
Limited, a corporation organized under the laws of the British
Virgin Islands.  The acquisition was effected by a share exchange
between Fu Qiang and Su Jianping, the shareholders of RDX, and the
Company.  In exchange for the capital stock of RDX, the Company
issued 14,400,000 shares of its common stock to the Messrs. Fu and
Su; the issued shares represented 72% of the outstanding shares of
the Company.

RDX is engaged in the business of managing the assets and
operations of Heilongjiang Hairong Science and Technology
Development Co., Ltd. ("Hairong"), a corporation organized under
the laws of The People's Republic of China.  Hairong is primarily
engaged in animation design and development.  Hairong operates its
business primarily in the PRC with its headquarters in Harbin
city, Heilongjiang province.


CHINA TEL GROUP: Inks Pact to Acquire 75% Interest in Herlong
-------------------------------------------------------------
US-based VelaTel Global Communications, formerly known as China
Tel Group, Inc., has entered into a Business Cooperation Agreement
with the shareholders of Herlong Investments Limited to acquire a
75% controlling interest in Herlong and its operating
subsidiaries, Novi-Net, d.o.o., and Montenegro Connect, d.o.o.
The transaction is expected to close the first week of January
2012 to allow sufficient time for VelaTel's auditors to conduct
the work needed to report the financial results of Herlong and its
subsidiaries on VelaTel's consolidated financial statements going
forward.

The Republic of Croatia granted Novi-Net a nationwide license to
provide wireless broadband access (WBA) and related
telecommunication services as part of its protocols to become the
next member of the European Union.  The license grants the use of
42 MHz of radio frequency spectrum in the 3.5 GHz bandwidth to
serve Croatia?s 4.5 million citizens.  Since 2006, Novi-Net has
been providing WBA in five counties in northern Croatia under a
regional license.  Novi-Net currently owns a data center, a
network core and 11 base transceiver stations (BTS) to provide WBA
and related services to approximately 1,500 subscribers.  Novi-Net
has 15 existing experienced employees, local brand name
recognition, and a mature marketing program.  VelaTel intends to
maintain the existing management and operations employees.  Novi-
Net founder and general manager Karlo Vlah commented, "The
national license provides the vehicle for Novi-Net to take our
network to the next level.  Our partnership with VelaTel and the
expertise and capital they bring provides the driver."

Montenegro Connect holds a similar nationwide license in
Montenegro, also covering 40 MHz in the 3.5 GHz bandwidth.
Montenegro's year round population stands at 625,000, but it
enjoys over 1 million mostly affluent tourist visitors per year.
Montenegro Connect is a "greenfield" operation with two BTS
installed for testing purposes and no commercial operations or
subscriber base.  Although each country will have separate
networks for regulatory and billing purposes, VelaTel expects to
realize significant savings by consolidating many functions in the
two contiguous markets that share the same language and economic
demographics.  VelaTel CEO George Alvarez noted, Combining our
engineering and deployment expertise with the experience and local
knowledge base of Novi-Net's personnel will allow Montenegro
Connect to hit the ground running and avoid many of the learning
curve issues a new operator typically experiences."

In exchange for its 75% equity stake, VelaTel will contribute all
CAPEX and OPEX necessary to deploy and operate the Croatia and
Montenegro networks until the companies are cash flow positive.
VelaTel's service level commitment is for 75 new BTS plus the core
equipment, other infrastructure and software needed to support up
to 150,000 subscribers.  Based on pro formas the parties have
developed, VelaTel's commitment includes its ability to leverage
85% vendor financing from its strategic partner, ZTE Corporation.
VelaTel has already placed the equipment order and paid the
$713,000 down payment for the equipment, which ZTE has already
manufactured.  Based on an estimated delivery date during February
2012, VelaTel expects to complete the deployment of the new
equipment during the summer of 2012.

CEO Alvarez concluded, "These companies provide us a low cost
entry into the geographic center of the Balkan countries.  We
expect this to lead to other opportunities in the region."

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

Since the Company's inception until June 30, 2011, it has incurred
accumulated losses of approximately $242.36 million.  The Company
expects to continue to incur net losses for the foreseeable
future.

The Company's independent accountants have expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report, dated April 15, 2011, for the period ended
Dec. 31, 2010.  As reported by the TCR on April 21, 2011, Mendoza
Berger & Company, LLP, in Irvine, California, 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 incurred a net
loss of $56,041,182 for the year ended Dec. 31, 2009, cumulative
losses of $165,361,145 since inception, a negative working capital
of $68,760,057, and a stockholders' deficit of $63,213,793.

The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.

The Company also reported a net loss of $17.97 million on $488,476
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $38.22 million on $729,701 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $11.57
million in total assets, $22.22 million in total liabilities and a
$10.64 million total stockholders' deficit.


CHINA TEL GROUP: Enters Into Addendum to Azur Shareholder Pact
--------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China
Tel Group, Inc., entered into an addendum to a previous
Subscription and Shareholder Agreement dated Nov. 11, 2010,
between the Company and Azur Capital (NBD) SBN BHD.  The material
terms of the Addendum are:

   (1) The Company will issue Azur 15,000,000 shares of its Series
       A common stock.

   (2) Azur will secure an opinion letter from its attorneys
       regarding the irrevocable right of YYNT to use and
       commercialize the Backbone Fiber and the legality and
       irrevocable nature of the contract between Enbishi and
       YYNT, in addition to allowing those rights to be
       unreservedly assigned to JV.  Azur will make every effort
       to assist the Company and ZTE in complying with the
       financing requirements for the Equipment Contract.

   (3) Azur will complete the formation and registration of WFOE,
       with the assistance of the Company's counsel, but will
       allow the Company to open all bank accounts for WFOE, HK
       Co. and NewCo on behalf of the Parties and subject to the
       joint signature requirements set forth in the Agreement.

   (4) Azur will cooperate in the use of the YYNT Network by the
       Company's customers/partners Aerostrong Company Limited
       or New Generation Special Network Communication Technology
       Co., Ltd., including the potential need to adjust equity
       percentages of the Parties pursuant to the Agreement or
       equity percentages of the Parties and YYNT under the JV
       Agreement between them to reflect the use needs and ability
       of Aerostrong or NGSN to commercialize the Backbone Fiber.

A full-text copy of the Addendum to Subscription and Shareholder
Agreement is available for free at http://is.gd/DRwLKH

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

Since the Company's inception until June 30, 2011, it has incurred
accumulated losses of approximately $242.36 million.  The Company
expects to continue to incur net losses for the foreseeable
future.

The Company's independent accountants have expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report, dated April 15, 2011, for the period ended
Dec. 31, 2010.  As reported by the TCR on April 21, 2011, Mendoza
Berger & Company, LLP, in Irvine, California, 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 incurred a net
loss of $56,041,182 for the year ended Dec. 31, 2009, cumulative
losses of $165,361,145 since inception, a negative working capital
of $68,760,057, and a stockholders' deficit of $63,213,793.

The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.

The Company also reported a net loss of $17.97 million on $488,476
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $38.22 million on $729,701 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $11.57
million in total assets, $22.22 million in total liabilities and a
$10.64 million total stockholders' deficit.


CITIZENS SECURITY: A.M. Best Upgrades FSR to 'B-'
-------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B-
(Fair) from C++ (Marginal) and issuer credit rating to "bb-" from
"b+" of Citizens Security Life Insurance Company (Citizens
Security) (Louisville, KY).  The outlook for both ratings is
stable.

The rating actions reflect Citizens Security's stabilized capital
position, which primarily is a result of a late 2010 reinsurance
transaction whereby the company ceded most of its ordinary life
insurance block.  With the exit of the life insurance business,
the company in 2011 has demonstrated positive operating results in
its now core group accident and health (dental and vision)
business line.

The rating actions further reflect A.M. Best's belief that
Citizens Security will be able to sustain this positive trend as
management is now focused on profitable growth with tightened
underwriting on its remaining business lines.  Citizens Security
also is performing an extensive review of its products to further
improve operating results.

Offsetting rating factors include Citizens Security's fluctuating
capitalization levels over a five-year period, relatively higher
risk appetite in its investment portfolio and the challenge to
sustain premium growth in a competitive market.

Key rating drivers that may lead to further positive rating action
include a prolonged trend of positive earnings from premium growth
in Citizens Security's dental and vision line, sustaining stable
stronger risk-adjusted capitalization and continued reduction of
risk in its investment portfolio.  Key rating factors that may
result in a negative rating action include deterioration in the
performance of the company's dental business, a return to
unfavorable operating results and investment losses or erosion in
its capital strength.


CLARE AT WATER TOWER: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------------
Patrick S. Layng, the United States Trustee in Chicago, named
seven members to the official committee of unsecured creditors in
the bankruptcy case of The Clare at Water Tower.  The panel
consists of:

     1. E. Tryban Telser
        City of Chicago Esther
        Department of Law
        30 North LaSalle, Room 1400
        Chicago, IL 60602

     2. Brian Tretiak
        Sodexo America, LLC
        6081 Hamilton Boulevard
        Allentown, PA 18106

     3. Philip Graff
        The Estate of Dolores Graff
        1038 Asbury
        Evanston, IL 60202

     4. Richard H. Harris
        1800 North Prospect Avenue, #16D
        Milwaukee, WI 53202

     5. Beatrice Lehman
        55 East Pearson Street, #4904
        Chicago, IL 60611

     6. Betty Bergstrom
        55 East Pearson Street, #4704
        Chicago, IL 60611

     7. William J. McDermott
        55 East Pearson Street, #3106
        Chicago, IL 60611

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.


CLARE AT WATER TOWER: Has Court Okay to Hire Epiq as Claims Agent
-----------------------------------------------------------------
The Clare at Water Tower obtained the green light to hire Epiq
Bankruptcy Solutions LLC as noticing, claims and balloting agent
for the Court.  The Debtor is required under the engagement terms
to pay Epiq $10,000 as retainer.

The Debtor said it has a myriad of creditors and parties-in-
interest to whom notices must be sent.  Given the size of the
creditor body, it will be more efficient and less burdensome on
the Clerk of the Court to have Epiq undertake the tasks associated
with noticing the Debtor's creditors and parties-in-interest and
processing proofs of claim that may be filed.  The process of
receiving, docketing, maintaining, photocopying and transmitting
proofs of claim and related notices in the case can be effectively
served by engaging an independent third party to act as agent for
the Court.  Moreover, the Debtor requires a balloting and voting
agent to assist the Debtor with the solicitation and voting in
respect of any plan of reorganization.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.

The United States Trustee in Chicago appointed seven members to
the official committee of unsecured creditors.


CLARE AT WATER TOWER: Patient Care Ombudsman Not Necessary
----------------------------------------------------------
In lieu of the appointment of a patient care ombudsman under Sec.
333 of the Bankruptcy Code, the Bankruptcy Court granted the
request of The Clare at Water Tower to "self-report" by filing a
verified affidavit reporting information about its staff members,
staffing changes, patient and resident records, vendors,
complaints, litigation, expansion or closure of facility, life-
safety issues.  The Court said appointment of an ombudsman is
unnecessary.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.

The United States Trustee in Chicago appointed seven members to
the official committee of unsecured creditors.


COLLECTIVE BRANDS: Moody's Keeps 'B1' But Outlook Now Negative
--------------------------------------------------------------
Moody's Investors Service revised its rating outlook for
Collective Brands, Inc. to negative from stable. All ratings,
including the B1 Corporate Family, were affirmed.

These ratings were affirmed and LGD assessments amended:

Collective Brands, Inc.:

Corporate Family Rating at B1

Probability of Default Rating at B1

$125 million senior subordinated notes due August 1, 2013 at B3
(LGD 5, 82% from LGD 5, 81%)

Collective Brands Finance, Inc.

$486 million senior secured term loan due August 17, 2014 at B1
(LGD 3, 42% from LGD 3, 43%)

RATINGS RATIONALE

The rating action follows from the company's weak performance
during 2011, primarily in its domestic Payless ShoeSource business
(and, to a lesser extent, its Payless International segment).
Adjusting for one-time items, the Payless domestic segment is
reporting an operating loss for the LTM period, primarily due to
the company's ineffective strategies to raise pricing to offset
rising input prices. Moody's believes this strategy was difficult
to execute as the company's moderate income core consumer had
limited capacity to absorb higher input costs. As a result, credit
metrics have eroded -- debt/EBITDA is 5.6 times for the LTM period
ending 10/29/11 -- and will likely weaken further over the next
couple quarters.

The negative rating outlook also considers that Collective Brands
is undertaking a review of strategic alternatives to further
enhance shareholder value. In view of its declining profitability
and the uncertainty associated with the turnaround strategy for
the domestic Payless business, there is very limited capacity for
the company's financial policies to become more aggressive at this
time.

Collective Brands' B1 Corporate Family Rating reflects the
company's high debt burden - debt/EBITDA is about 5.6x and
EBITA/interest expense is 1.4 times. The ratings also reflect the
weak operating performance of its domestic Payless ShoeSource
business, which is showing an operating loss in the most recent
LTM period. The ratings also reflect the company's good liquidity
profile, with cash balances in excess of $200 million and access
to a substantially undrawn $300 million asset based revolver. The
company benefits from its PLG Wholesale segment's performance,
which has shown positive trends in sales and earnings.

In view of the negative outlook, ratings are unlikely to be
upgraded in the near term. Over time, Ratings could be upgraded if
Collective Brands demonstrates the ability and willingness to
sustain debt/EBITDA below 5.0 times and EBITA to interest expense
approaching 2.0 times.

Ratings could be downgraded if operating performance continued to
weaken despite the company's current restructuring efforts.
Ratings could also be downgraded if the company's financial
policies were to become more aggressive. Quantitatively, ratings
could be downgraded if debt/ EBITDA is sustained above 6 times or
EBITA to interest Expense approaches 1.25 times.

The principal methodology used in rating Collective Brands was the
Global Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Topeka, KS, Collective Brands operated 4,428
stores as of 10/29/11 throughout the US, Canada and Central and
South America under the "Payless ShoeSource" brand. The company
also markets footwear through wholesale and retail channels under
brands including Stride Rite, Saucony, Sperry Top-Sider, Keds and
Robeez. LTM revenues are approximately $3.4 billion.


COMMUNITY MUTUAL: A.M. Best Downgrades FSR to 'C+'
--------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C+
(Marginal) from B- (Fair) and the issuer credit rating (ICR) to
"b-" from "bb-" of Community Mutual Insurance Company (Community
Mutual) (Castleton, NY).  The outlook for all ratings remains
negative.

The rating actions follow Community Mutual's continued
unprofitable underwriting performance and diminished level of
surplus, resulting in high underwriting leverage measures.  In
particular, through the first nine months of 2011, the company's
surplus decreased by 34%.  Community Mutual has experienced
significant losses attributable to weather-related events and
major fire losses in recent years.  The company's unfavorable
operating performance is evidenced by negative five-year average
pre-tax returns on revenue and surplus.  Although the company's
pure loss ratio improved in recent years and compared favorably to
the personal property composite average on a five-year average
basis, elevated loss adjustment expenses and other underwriting
expenses contributed to net underwriting losses in each of the
past five years and again in 2011.  Also, the company's single-
state concentration of risk exposes it to weather-related events
as well as to market, regulatory and judicial issues.

Partially offsetting Community Mutual's negative rating factors
are its local market presence and long-standing agency
relationships.  Company initiatives to improve long-term operating
performance have included re-underwriting and agency management
initiatives.  In addition to the non-renewal of a number of
unacceptable risks, significant rate increases were taken in the
core homeowners and commercial multi-peril lines of business.

Community Mutual will need to improve its surplus level and
underwriting leverage measures as well as its operating
performance before the negative outlook can be removed.  There
will be additional pressure on the ratings if the unfavorable
results experienced in 2011 continue in 2012, resulting in a loss
of surplus and a further deterioration of underwriting leverage
measures.


COMPREHENSIVE CARE: Bernard Sherman Discloses 13.3% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Bernard C. Sherman and his affiliates
disclosed that, as of Nov. 14, 2011, they beneficially own
9,112,500 shares of common stock of representing 13.33% of the
shares outstanding.  The percent of class of 13.33% is based on
the sum of 59,251,836 shares of the Company's common stock
outstanding as of Nov. 14, 2011, plus additional shares resulting
from the assumed conversion of the convertible promissory notes
and exercise of the warrants in accordance with Rule 13d-3(d)(1)
under the Securities Exchange Act of 1934, as amended.  A full-
text copy of the amended Schedule 13G is available for free at:

                       http://is.gd/LrhwPZ

                     About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.

The Company also reported a net loss of $6.47 million on
$54.04 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $8.63 million on
$17.34 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$14.67 million in total assets, $26.41 million in total
liabilities and a $11.73 million total stockholders' deficiency.

Mayer Hoffman McCann P.C., in Clearwater, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to fund its
working capital requirements.


CORT JONES: Peoples National Bank Lien Has Priority Over Banterra
-----------------------------------------------------------------
In the lawsuit, Peoples National Bank, N.A., v. Cort Jones, Lisa
Jones, and Banterra Bank, Adv. Proc. No. 11-4050 (Bankr. S.D.
Ill.), Bankruptcy Judge Kenneth J. Meyers granted Peoples National
Bank's Motion for Summary Judgment holding that the bank, by
virtue of its 2004 mortgage and attendant cross-collateralization
clause, is entitled to recover $214,044, plus per diem interest,
legal fees, and costs from the proceeds of the sale of the
property at 10 Windsor Place, Mount Vernon, Illinois.  The
remaining proceeds will be paid to Banterra Bank to satisfy its
mortgage of Dec. 31, 2009 on the Windsor Place property.  Peoples
filed the complaint seeking to determine the priority of liens on
the property.  A copy of the Court's Dec. 9, 2011 Opinion, which
includes a background on the Joneses' loans with both banks, is
available at http://is.gd/x3wuukfrom Leagle.com.

Based in Mount Vernon, Illinois, Cort R. Jones and Lisa D. Jones,
dba Cort's Mobile Homes, filed for Chapter 11 bankruptcy (Bankr.
S.D. Ill. Case No. 10-41897) on Dec. 21, 2010.  Judge Laura K.
Grandy presides over the case.  Michael E. Reed, Esq. --
reedlaw1885@gmail.com -- serves as the Debtors' counsel.  In their
petition, the Joneses listed $1,045,750 in assets and $2,479,451
in debts.


CRYSTAL CATHEDRAL: Disputes CBRE's Request for $575T Commission
---------------------------------------------------------------
Jake Simpson at Bankruptcy Law360 reports that Crystal Cathedral
Ministries asked a California bankruptcy judge Thursday to reject
real estate firm CBRE's bid for a $575,000 commission from the
$57.5 million sale of the group's megachurch property, saying CBRE
was never actually retained as a broker.

                       About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.

In November 2011, Crystal Cathedral won Court permission to sell
its property to the Roman Catholic Diocese of Orange for $57.5
million.  The Diocese beat a rival bid from Chapman University.
The sale agreement provides that the congregation will have three
years to find new premises.

Chapman University, the secular bidder, has been the preferred
buyer as far as the church members are concerned, because Chapman
would allow the ministry to continue to use the main buildings on
the premises.  It also offered the option of allowing church
administrators to buy the property back at a later point.

Chapman had raised its bid to $59 million, but the Crystal
Cathedral board still chose the Diocese.


DEE ALLEN RANDALL: Court OKs Fabian for Wells Fargo Lift Stay
-------------------------------------------------------------
Gil A. Miller, Chapter 11 trustee in the cases of Dee Allen
Randall, et al., sought and obtained permission from the U.S.
Bankruptcy Court for the District of Utah to employ Fabian &
Clendenin as special counsel.

As special counsel, Fabian & Clendenin will represent the Trustee
and/or the Debtors, as the case may be, with respect to the two
pending motions for relief from stay filed by Wells Fargo Bank,
N.A., and with respect to other matters which may arise in which
Ray Quinney & Nebeker, P.C., the Trustee's general counsel, may
have a conflict of interest in either the Randall Case or any of
the Debtors' cases.

The firm will be paid for its services on an hourly basis

The Chapter 11 Trustee believes that Fabian & Clendenin does not
hold any interest adverse to any Debtors' estates and will not
represent any person having an interest adverse to any Debtors'
estate.  The Trustee also believes that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                  About Dee Allen Randall et al.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010.
Judge R. Kimball Mosier presides over the case, seeking to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  The Debtor won
permission to hire 1 On 1 Legal Services, P.L.L.C. as counsel.

In his petition, Mr. Randall estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.  On Oct. 12, 2011, Mr. Miller placed
Mr. Randall's corporate entities -- Horizon Auto Funding, LLC,
Independent Commercial Lending LLC, Horizon Financial Center I
LLC, Horizon Mortgage and Investment Inc. and Horizon Financial
& Insurance Group Inc. -- in bankruptcy by filing separate
Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830,
11-34831, 11-34833 and 11-34834).  Judge Joel T. Marker presides
over the 2010 and 2011 cases.  Michael R. Johnson, Esq., Brent D.
Wride, Esq., and David H. Leigh, Esq. -- mjohnson@rqn.com ,
bwride@rqn.com and dleigh@rqn.com -- at Ray Quinney & Nebeker
P.C., serve as counsel to the Chapter 11 Trustee.  Mr. Miller has
requested for the joint administration of Mr. Randall's and the
corporate Debtors' cases for procedural purposes.


DEE ALLEN RANDALL: Court OKs Ray Quinney as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah granted the
application Dee Allen Randall, et al. to employ Ray Quinney &
Nebeker P.C. as general bankruptcy and litigation counsel.

RQN is expected to, among other things:

   -- investigate the assets, liabilities and financial affairs of
   the estate, including assets, liabilities and financial affairs
   of various entities which are owned or controlled by the
   Debtors;

   -- assist the trustee in analyzing and pursuing possible
   business reorganizations or liquidations; and

   -- defend the trustee and the estate in any litigation matters
   which may be asserted, including the defense of motions seeking
   relief from the automatic stay.

Michael R. Johnson, shareholder and director of RQN, will be the
principal attorney handling the case.  Mr. Johnson's standard
hourly rate is $360, however, Mr. Johnson agreed to bill at the
rate of $350 per hour.  David H. Leigh, a fellow shareholder and
director, will also be substantially involved in the case.
Mr. Leigh's standard hourly rate is $290.

The hourly rates of the RQN's personnel are:

         Shareholders              $215 - $350
         Of Counsel                $255 - $290
         Associates                $175 - $225
         Paralegals                $115 - $135

To the best of the trustee's knowledge, RQN is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

                  About Dee Allen Randall et al.

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010.
Judge R. Kimball Mosier presides over the case, seeking to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  The Debtor won
permission to hire 1 On 1 Legal Services, P.L.L.C. as counsel.

In his petition, Mr. Randall estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.  On Oct. 12, 2011, Mr. Miller placed
Mr. Randall's corporate entities -- Horizon Auto Funding, LLC,
Independent Commercial Lending LLC, Horizon Financial Center I
LLC, Horizon Mortgage and Investment Inc. and Horizon Financial
& Insurance Group Inc. -- in bankruptcy by filing separate
Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830,
11-34831, 11-34833 and 11-34834).  Judge Joel T. Marker presides
over the 2010 and 2011 cases.  Michael R. Johnson, Esq., Brent D.
Wride, Esq., and David H. Leigh, Esq. -- mjohnson@rqn.com ,
bwride@rqn.com and dleigh@rqn.com -- at Ray Quinney & Nebeker
P.C., serve as counsel to the Chapter 11 Trustee.  Mr. Miller has
requested for the joint administration of Mr. Randall's and the
corporate Debtors' cases for procedural purposes.


DIAMOND FOODS: Can't Say If Probe May Force Earnings Restatement
----------------------------------------------------------------
Diamond Foods, Inc., on Monday provided an update on its ongoing
Audit Committee investigation into accounting for certain crop
payments to walnut growers.  Diamond said neither the Audit
Committee nor its Board of Directors has determined whether
Diamond will need to restate any previously issued financial
statements.

Diamond said the Audit Committee currently anticipates being able
to conclude its investigation by the middle of February 2012.  As
a result of the ongoing investigation, Diamond will not file its
Form 10-Q for its fiscal first quarter prior to the Dec. 12, 2011
filing deadline.  Diamond will take steps to file its Form 10-Q
for the first quarter as soon as practicable after conclusion of
the investigation.  The Audit Committee has dedicated significant
resources to its investigation, including the retention of
independent legal and accounting advisors, to conduct a thorough
and expeditious review.

Diamond first announced the investigation in a Nov. 1 statement.
Diamond also said at that time it was delaying the closing of a
proposed merger with the Pringles snack business from The Procter
& Gamble Company due to the probe.

Diamond entered into the Pringles deal in April 2011.  The value
of the proposed transaction at April 5, 2011, was $2.35 billion,
consisting of $1.5 billion of Diamond common stock and the
assumption of $850 million of Pringles debt.  Antitrust approvals
required for the transaction have already been obtained.

At the time of the deal, Diamond shares hovered in the $51
territory.  If the acquisition is not completed, Diamond could be
required to pay P&G a termination fee of $60 million.

In November, Diamond said the deal is expected to close in the
first half of calendar 2012.  Diamond and P&G had previously
expected the closing to occur in December 2011.

The Audit Committee has retained Gibson, Dunn & Crutcher LLP and
KPMG LLP to assist in the investigation.

In accordance with standard Nasdaq procedure, Diamond expects to
receive a notice of deficiency from the Nasdaq Listing
Qualifications Department, indicating that Diamond is not in
compliance with Nasdaq Listing Rule 5250(c)(1).  Diamond intends
to submit a plan to regain compliance as quickly as possible.
During this process, Diamond's common stock will continue to be
listed and traded on The NASDAQ Global Select Market.

Media contact:

     Sard Verbinnen & Co for Diamond Foods
     Paul Kranhold/John Christiansen/Lucy Neugart
     Tel: 415-618-8750
     E-mail: pkranhold@sardverb.com
             jchristiansen@sardverb.com
             lneugart@sardverb.com

                           About Diamond

San Francisco, California-based Diamond Foods, Inc. (NASDAQ: DMND)
-- http://www.diamondfoods.com/-- is a packaged food company
focused on building, acquiring and energizing brands including
Kettle(R) Chips, Emerald(R) snack nuts, Pop Secret(R) popcorn, and
Diamond of California(R) nuts.  As of July 31, 2011, the company
had $1.28 billion in assets and $833 million in liabilities.


DONALD GROFF: Court Dismisses $150T Avoidance Suit v. JPMorgan
--------------------------------------------------------------
Bankruptcy Judge Randy D. Doub dismissed an avoidance suit against
JP Morgan Chase Bank, N.A., at the bank's behest.  Donald Lee
Groff and Judy McLean Groff sued the bank alleging preferential
transfer to JPMorgan of $150,150 on Oct. 18, 2010, which is within
the 90-day period preceding the petition date.  JPMorgan asked the
Court to dismiss the complaint for failure to state a claim upon
which relief may be granted pursuant to Federal Rule of Civil
Procedure 12(b)(6), made applicable to the adversary proceeding by
Rule 7012(b) of the Federal Rules of Bankruptcy Procedure.

The suit is DONALD LEE GROFF, JUDY McLEAN GROFF, v. JPMORGAN CHASE
BANK, N.A., Adv. Proc. No. 11-00284 (Bankr. E.D.N.C.).  A copy of
the Court's Dec. 9, 2011 Order is available at http://is.gd/VKtFku
from Leagle.com.

Donald Lee Groff and Judy McLean Groff filed for Chapter 11
bankruptcy (Bankr. E.D.N.C. Case No. 11-00329) on Jan. 14, 2011.


DRI CORPORATION: Reports $45,000 Net Income in Third Quarter
------------------------------------------------------------
DRI Corporation filed its quarterly report on Form 10-Q, reporting
net income of $45,000 on $19.8 million of sales for the three
months ended Sept. 30, 2011, compared with a net loss of $190,000
on $19.9 million of sales for the comparable period in 2010.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $10.0 million on $59.2 million of sales, compared
with net income of $128,000 on $67.5 million of sales for the
corresponding period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$42.8 million in total assets, $31.4 million in total liabilities,
and stockholders' equity of $11.4 million.

              Going Concern Doubt/Possible Bankruptcy

If the Company is not successful in one or more of these efforts
prior to the maturity dates under the asset-based lending
agreement with PNC Bank, National Association, and loan agreement
with BHC Interim Funding III, L.P., the Company will be required
to significantly curtail or potentially cease its operations
altogether or file for federal reorganization protection under
Title 11 of the U.S. Code, the Company said in the filing.

"The present uncertainty surrounding how the Company can meet
these repayment obligations presently raises substantial doubt
about the ability of the Company to continue as a going concern."

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

                       http://is.gd/42POh2

Dallas, Texas-based DRI Corporation, through its business units
and wholly-owned subsidiaries, designs, manufactures, sells, and
services information technology products either directly or
through manufacturers' representatives or distributors.  DRI
produces passenger information communication products under the
Talking Bus(R), TwinVision(R), VacTell(R) and Mobitec(R) brand
names, which are sold to transportation vehicle equipment
customers worldwide.  Customers include municipalities, regional
transportation districts, federal, state and local departments of
transportation, bus manufacturers and private fleet operators.
The Company markets primarily to customers located in North and
South America, the Far East, the Middle East, Asia, Australia, and
Europe.


EDIETS.COM INC: Berke Bakay Discloses 10% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Berke Bakay and his affiliates disclosed that, as of
Nov. 29, 2011, they beneficially own 1,439,958 shares of common
stock of eDiets.com, Inc., representing 10% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/aeqJsw

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.

eDiets.com reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed $5.35 million
in total assets, $4.54 million in total liabilities and $812,000
in total stockholders' equity.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company said that in light of the results of its operations,
management has and intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more
lines of business, or all or a portion of the Company's assets,
entering into a business combination, reducing or eliminating
operations, liquidating assets, or seeking relief through a filing
under the U.S. Bankruptcy Code.


EIG INVESTORS: Moody's Assigns 'B1' CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned to EIG INVESTORS CORP., a B1
Corporate Family Rating (CFR), a B2 Probability of Default Rating
(PDR), and a B1 rating to its proposed $400 million of first lien
credit facilities comprising a $50 million revolving credit
facility and a $350 million term loan. The outlook for the ratings
is stable. Proceeds from the financing will be used to finance the
acquisition of The Endurance International Group (Endurance) by
Warburg Pincus and Goldman Sachs Capital Partners, which is
expected to close by the end of December 2011. Moody's will
withdraw all of Endurance's existing ratings upon closing of the
transaction.

RATINGS RATIONALE

The B1 rating reflects EIG's moderately high leverage and the
highly competitive nature of the domain and web hosting services
industry. The industry is characterized by the commoditized nature
of services, relatively few barriers to entry, modest pricing
power, and a fragmented and evolving market. The rating
additionally considers EIG's limited operating scale relative to
its rated peers in the online services.

The B1 CFR is supported EIG's leading market position in the web
hosting market through its multiple brands, its recurring revenues
derived from a stable and highly diversified customer base
comprised of predominantly small and medium sized businesses with
very low subscriber churn, and the company's good organic growth
prospects in a fast growing industry. Moody's expects EIG to
produce strong cash flow from operations relative to its debt
driven by good organic growth, economies of scale, and its high
EBITDA margins.

Notwithstanding EIG's good prospective cash flow generation, the
rating recognizes the potential for increase in leverage to drive
returns for the shareholders. The risks are especially elevated
given the carve outs in the proposed credit agreement to increase
junior debt to repurchase preferred stock, make distributions to
shareholders, and finance acquisitions. Moody's expects the
Company to remain highly acquisitive given its history of numerous
acquisitions and the fragmented nature of its industry. Despite
the company's capacity to delever, Moody's believes that a
combination of an acquisitive growth strategy and the likelihood
of returns to shareholders will cause the company's leverage to
remain in the 4.0x to 5.0x range (Moody's adjusted Total Debt/CFFO
plus interest expense) over the next 12 to 24 months.

The stable outlook is based on Moody's expectations that EIG will
produce cash flow from operations in excess of 15% of its total
debt over the next 12 to 18 months, its gross subscriber addition
rates will remain strong, and that it will maintain stable EBITDA
margins.

Given EIG's limited scale and the likelihood of high leverage
persisting in the intermediate term, a ratings upgrade is
unlikely.

The rating could be downgraded if EBITDA margins deteriorate or
cash generation falls short of expectations as a result of
increasing competition, customer base erosion, weaker-than-
expected organic growth, or challenges in business execution.
Additionally, a weaker credit profile resulting from aggressive
financial policies could trigger a downgrade. The rating could
come under downward pressure if leverage (Total Debt/CFFO plus
interest expense, Moody's adjusted) remains above 5.5x or free
cash flow-to-total debt ratio declines below 10% of total debt.

These ratings have been taken:

   Issuer: EIG Investors Corp.

   -- Corporate Family Rating, Assigned B1

   -- Probability of Default Rating, Assigned B2

   -- $50 million Senior secured revolving credit facility due
      2016, Assigned B1 (LGD3, 35%)

   -- $350 million Senior secured term loan due 2017, Assigned B1
      (LGD3, 35%)

   Outlook Action

   -- Outlook: Stable

   Issuer: Endurance International Group, Inc. (The)

   -- Corporate Family Rating, B2, to be withdrawn

   -- Probability of Default Rating, B3 to be withdrawn

   -- $35 million Senior secured revolving credit facility due
      2016, B2 (LGD3, 35%), to be withdrawn

   -- $300 million Senior secured term loan due 2017, B2 (LGD3,
      35%) , to be withdrawn

The principal methodology used in rating EIG was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Burlington, MA, EIG provides an array of online
services primarily to small and medium-sized businesses.


EMPRESAS INTEREX: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Empresas Interex, Inc.
        P.O. Box 195274
        San Juan, PR 00919

Bankruptcy Case No.: 11-10475

Chapter 11 Petition Date: December 7, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

Scheduled Assets: $10,372,712

Scheduled Debts: $9,668,801

The petition was signed by Hector Alvarez, president.

Debtor's List of 12 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
DF Servicing, LLC                                $6,412,872
P.O. Box 363866
San Juan, PR 00936

Banco Popular de Puerto                          $1,387,076
Rico
P.O. Box 362708
San Juan, PR 00936-2708

Universidad                Loan from             $810,000
Interamericana De          Affiliate
Puerto Rico
P.O. Box 363255
San Juan, PR 00936-3255

SCC-GMC                    Construction          $608,730
P.O. Box 2059              Contractor
Yabucoa, PR 00767

Oriental Bank              Credit Line           $300,000
P.O. Box 191009
San Juan, PR 00919-1009

Zigma Construction, Inc.   Construction          $113,985
                           Contractor

Treasury Department of PR  Income Taxes          $13,711

Humberto Ramos             Electric Power Svcs   $8,805

Feliciano Landscaping      Landscaping           $4,950
Contractors                Maintenance

Jose V. Gorbea, Esq.       Legal Fees            $3,000

Banco Popular de PR        Credit Card Purchases $2,909

Ing. Elliot Merced         Legal Fees            $2,762
Montanez


FIFTH THIRD: DBRS Confirms 'BB' Rating on Series G Pref. Stock
--------------------------------------------------------------
DBRS, Inc. (DBRS) has confirmed all ratings of Fifth Third Bancorp
(Fifth Third or the Company), including its Issuer & Senior Debt
rating of A (low) and the Deposits & Senior Debt rating of Fifth
Third Bank of "A".  The ratings action follows a detailed review
of the Company?s operating results, financial fundamentals and
future prospects.

The confirmation of Fifth Third's ratings reflects the Company's
stable revenue generation, solid liquidity profile and ample
capital base.  Fifth Third's financial performance has
significantly improved since the financial crisis. Core revenue
and earnings levels have recovered to healthier levels while the
Company has built substantial balance sheet protection through its
reserves, writedowns and augmented capital levels.

During the crisis and recession, Fifth Third struggled with losses
from higher credit costs due to deteriorating asset quality
(primarily real estate) and weaker revenue.  Subsequently, the
Company recorded six consecutive quarters of positive net income
to common shareholders even though credit costs remain elevated.
Importantly for DBRS, the $534 million of loan loss provisions
taken in the last four quarters were only 22% of the Company's
adjusted income before provisions and taxes (IBPT) of roughly $2.4
billion marking a solid turnaround.  As recently as 1Q10,
provisions were over 100% of IBPT.

Given its deeply entrenched franchise with a well-rooted sales
culture, the Company has maintained its revenue generation ability
despite the headwinds.  Maintaining that momentum will be
important, however, as continued macroeconomic and regulatory
headwinds are expected in 2012 and the Durbin Amendment alone will
reduce annual interchange revenue by approximately $120 million
beginning in 4Q11, absent any mitigating actions.

DBRS notes that Fifth Third was proactive in managing its credit
issues including identifying portfolio problems, enhancing its
reporting abilities, building its work-out infrastructure and
moving to exit underperforming loan categories earlier in the
cycle of the recent financial crisis.  The Company absorbed high
credit costs and built strong reserve and capital levels.

Credit quality continues to improve yet remains a diminishing
concern.  Non-performing assets (NPAs) were 2.44% of loans at 3Q11
(excluding nonaccrual loans held for sale or 4.89% including
accruing restructured loans) and improved 28 basis points (bps)
over the year, while net charge-offs (NCOs) were 1.32% of average
loans, a 363 bps improvement over the year.  To manage credit
risk, the Company continues to restructure consumer and commercial
loans which now total $2.4 billion including $404 million in
nonaccruing TDRs.  Positively, redefault rates on restructured
residential mortgages at 27% and home equity loans at 16% continue
to outperform industry averages.  Moreover, over half of consumer
TDRs are current, have been booked for over a year and reflect
improved vintage performance.

Elevated credit costs continue to come primarily from commercial
mortgage, home equity, residential mortgage and construction
loans.  Additionally, Florida properties continue to produce a
disproportionate amount of nonaccrual loans and related credit
costs.  DBRS also notes that the stressed real estate markets in
Michigan and Florida accounted for 42% of foreclosed real estate
at 3Q11.  Fifth Third has reduced its home builder and developer
portfolio significantly and losses are far less material than in
previous years.  Still of concern is the remaining $6 billion in
non-owner occupied commercial real estate as well as the $2.7
billion in residential mortgages and $4.2 billion in home equity
loans, both with over 90% weighted average LTVs.

DBRS does consider the Company's loan loss allowance at 3.08% of
loans and reserve coverage at 125% of non-performing assets as
ample given current portfolio trends, but notes that the reserve
ratio drops to 60% when restructured loans and nonaccrual loans
held for sale are included.  Moreover, DBRS believes that Fifth
Third's substantial capitalization levels both on a tangible and
regulatory basis should enable it to absorb additional losses if
necessary.  Positively, DBRS notes that the Company has materially
improved its funding and liquidity levels over the past few years.

The ratings of Fifth Third are underpinned by a core-funded
predominantly Midwest retail and small/middle market super-
regional banking franchise with a strong sales culture and a
recurrent revenue generating ability.  The ratings also reflect
the strength of the Company's deposit shares in multiple markets
and its position as the leading depository in the State of Ohio.
DBRS currently sees Fifth Third's ratings as being comfortably
placed within its rating category.

Over the year capital has been enhanced primarily by additional
common shares and retained earnings.  Moreover, the quality of
capital has also improved due to the repayment of preferred
shares.  The Tier 1 common capital ratio of 9.3%, Tier 1 capital
of 11.96% and Total capital of 16.25% are well above regulatory
well-capitalized levels and the estimated Basel III Tier 1 Common
ratio of 9.8% suggests a smooth transition to the new capital
standard.  The tangible common equity to tangible assets ratio
(TCE) increased 159 basis points since the end of 2010 to a much
stronger 8.63% at September 30, 2011, which places it in the upper
tier of its similarly-rated peer group.  Liquidity has also been
enhanced as core deposits fully fund its loan portfolio and it has
substantial available borrowing capacity at the FHLB and Fed.  In
addition, the Company has sufficient available liquidity at the
holding company to satisfy its obligations without relying on
upstreamed dividends from its subsidiaries for over 2 years.

Fifth Third, a diversified financial services corporation
headquartered in Cincinnati, Ohio, reported $115 billion in
consolidated assets as of September 30, 2011.

Fifth Third Bancorp Non-Cumulative Perpetual Convertible Preferred
Stock, Series G Confirmed BB Stb Dec 9, 2011


FILENE'S BASEMENT: Taps Hilco Real Estate as Lease Consultant
-------------------------------------------------------------
Filene's Basement, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Hilco Real Estate, LLC, as real property lease consultant.

Hilco will:

   a) assist the Debtors in developing a strategic plan, to be
      communicated to the Debtors no later than Nov. 30, 2011,
      with respect to negotiating the sale, assignment, sublet,
      termination, or other disposition, including the reduction
      in claims asserted by lessors or by third-party guarantors
      by sale, assignment, sublet, termination, with respect to
      each of the leases identified in the Engagement Agreement;

   b) at the request of the Debtors, negotiate with potential
      purchasers, assignees, subtenants, and the landlords under
      the Leases, in each case in accordance with the Strategic
      Plan;

   c) provide weekly written reports to the Debtors regarding the
      status of negotiations referred to in subparagraph (d);

   d) assist the Debtors in reviewing, negotiating, and closing
      the agreements reflecting terms of the sale, assignment,
      sublet, termination, or other disposition of the Leases;

   e) consult with the Debtors and their advisors on a weekly
      basis in person and telephonically regarding the Debtors'
      goals and objectives with respect to the Leases and
      related real estate matters; and

   f) provide such other services and information as may be
      reasonably requested by the Debtors.

The Debtors will pay Hilco based on this compensation structure:

   a) Certain Defined Terms.

      i) "Gross Proceeds" means the total amount of consideration
         paid or payable to or received by the Debtors? estates
         (including any "cure amount" paid or waived) by the
         purchaser, assignee, designation rights purchaser,
         landlord, or other transferee.

     ii) "Total Claim Reduction" means the difference between (a)
         the amount of any 502(b)(6) Claim of a landlord on
         account of a Lease and (b) the amount of any 502(b)(6)
         Claim of such landlord for which the Debtors are
         ultimately liable.  (iii) "502(b)(6) Claim" means a claim
         arising under Bankruptcy Code section 502(b)(6), whether
         or not filed or asserted and whether or not based on a
         guaranty or a direct tenant obligation.

     iv) "Value" means the estimated high recovery for a holder of
         a 502(b)(6) Claim under the Debtors? plan or plans of
         liquidation as of the "effective date" of such plan or
         plans.

   b) Fee. For each closing of a transaction in which any Lease is
      sold, assumed and assigned, sublet, terminated, or otherwise
      disposed of by the Debtors, Hilco shall earn a fee in an
      amount equal to the greater of (i) the fees earned under
      subparagraphs 15(c)-(d) below and (ii) ten thousand dollars
      ($10,000).

   c) Lease Dispositions. For each closing of a transaction in
      which any Lease is sold, assumed and assigned, sublet,
      terminated, or otherwise disposed of by the Debtors, Hilco
      will earn a fee in an amount equal to two and one-half
      percent (2.5%) of the Gross Proceeds of such disposition.
      Each fee earned under this subparagraph 15(c) will be paid
      within five (5) business days after the closing of each
      transaction giving rise to each such fee.

   d) Reduction in Bankruptcy Claims:

      i) Additional Cure Reduction/Waiver. To the extent not
         included in a fee pursuant to subparagraph 15(c)
         above, for any Lease sold, assumed and assigned,
         sublet, terminated, or otherwise disposed of by the
         Debtors under subparagraph 15(c), if the "cure amount"
         required to be paid to the landlord to cure defaults
         existing at the time of the sale, assumption and
         assignment, subletting, termination, or other
         disposition is reduced or waived below the "cure amount"
         that the Debtors reasonably believe is required to cure
         defaults, Hilco shall also earn a fee for the waiver or
         reduction of the "cure amount" in an amount equal to
         two and one-half percent (2.5%) of the total amount so
         reduced or waived. Each fee earned under this
         subparagraph 15(d)(i) shall be paid within five (5)
         business days after the closing of each transaction
         giving rise to each such fee.

     ii) Administrative Expenses. To the extent not included
         in a fee pursuant to subparagraph 15(c) or 15(d)(i)
         above, for any Lease sold, assumed and assigned,
         sublet, terminated, or otherwise disposed of by the
         Debtors under subparagraph 15(c), Hilco shall also
         earn a fee in an amount equal to two and one-half
         percent (2.5%) of the difference between (a) the
         amount of any claim asserted by the landlord for each
         such Lease under Bankruptcy Code sections 365 or 503
         and (b) the amount of any such claim as paid, reduced,
         or waived.  Each fee earned under this subparagraph
         15(d)(ii) shall be paid within five (5) business days
         after the closing of each transaction giving rise to
         each such fee.

    iii) 502(b)(6) Claims. In addition to all of the fees
         referenced above, for any Lease sold, assumed and
         assigned, sublet, terminated, or otherwise disposed
         of by the Debtors under subparagraph 15(c) or any
         Lease rejected by the Debtors, Hilco shall earn a fee
         in an amount equal to two and onehalf percent (2.5%)
         of the Value of the Total Claim Reduction for each
         such Lease. By way of clarification and without
         limiting the foregoing, if a 502(b)(6) Claim is
         completely mitigated as a result of a sale, assumption
         and assignment, sublet, termination, or other
         disposition, but no such 502(b)(6) Claim was asserted
         or filed by the landlord, Hilco?s fee under this
         subparagraph 15(d)(iii) will be calculated based on
         the reasonable amount of the 502(b)(6) Claim(s) that
         would have been asserted by such landlord had the
         Lease not been sold, assumed and assigned, sublet,
         terminated, or otherwise disposed of by the Debtors.
         All fees earned under this subparagraph 15(d)(iii) will
         be paid within five (5) business days after the
         "effective date" of the Debtors plan or plans of
         reorganization or liquidation.

In addition to any amounts payable to Hilco under the Fee
Structure, Hilco will charge the Debtors, on a monthly basis, for
reasonable and documented out-of-pocket expenses incurred by Hilco
in connection with the performance of its services under the
Engagement Agreement, subject to an aggregate cap of $10,000.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of 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 listed
$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: Hires Hilco Streambank to Dispose IP
-------------------------------------------------------
Filene's Basement, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Hilco IP Services LLC dba Hilco Streambank to provide
intellectual property disposition services.

The intellectual property disposition services to be provided by
Hilco Streambank are:

   a) collect and secure all of the available information and
      other data concerning the Intellectual Property;

   b) prepare marketing materials designed to advertise the
      availability of the Intellectual Property for sale,
      assignment, license, or other disposition;

   c) develop and execute a sales and marketing program
      designed to elicit proposals to acquire the Intellectual
      Property from qualified acquirers with a view toward
      completing one or more sales, assignments, licenses or
      other dispositions of the Intellectual Property within
      eight to twelve weeks of the date of the Retention
      Letter;

   d) assist the Debtors in connection with the transfer of
      the Intellectual Property, except to the extent prohibited
      by applicable law or court order, to such acquirer(s) who
      offer the highest or otherwise best consideration for the
      Intellectual Property; and

   e) execute all marketing and sale activities related to the
      Intellectual Property as requested by the Debtors.

The Debtors and Hilco Streambank have agreed to this compensation
structure:

   a) Hilco Streambank will be paid a commission based on a
      percentage of aggregate Gross Proceeds generated from
      the sale, assignment, license or other disposition of
      the Intellectual Property:

       i) 5% of the first $1 million of aggregate Gross
          Proceeds.

      ii) 7% for any aggregate Gross Proceeds in excess of
          $1 million and up to $3 million.

   (iii) 12% for any Gross Proceeds in excess of $3 million.

   b) Any commissions due Hilco Streambank under the Retention
      Letter will be paid in full immediately upon consummation
      of any transaction or transactions involving the sale,
      assignment, license, or other disposition of the
      Intellectual Property from the Gross Proceeds of such
      transaction(s) notwithstanding any liens, claims, or other
      encumbrances on the Intellectual Property or the Gross
      Proceeds.

   c) "Gross Proceeds" means the aggregate cash or non-cash
      consideration received by any of the Debtors in
      consideration of the Intellectual Property.  The value of
      non-cash consideration paid for the Intellectual Property
      will be determined by mutual agreement between Hilco
      Streambank and the Debtors.

In addition to any amounts payable to Hilco Streambank under the
Fee Structure, Hilco Streambank will be entitled to reimbursement
from the Gross Proceeds for all reasonable and customary
Reimbursable Expenses in connection with the performance of the
services proposed under the Retention Letter at the time of
closing on the sale, assignment, license, or other disposition of
the Intellectual Property, provided, however, that any individual
expense in excess of $1,000 (e.g. out-of-town travel) must be pre-
approved by the Debtors in writing in order to qualify for
reimbursement.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of 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 listed
$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: Taps Cushman & Wakefield as Real Estate Broker
-----------------------------------------------------------------
Filene's Basement, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Cushman & Wakefield Securities, Inc., as real estate
financial advisor, nunc pro tunc to the Petition Date, and Cushman
& Wakefield, Inc., as exclusive real estate broker nunc pro tunc
to the Petition Date.

Cushman Securities has agreed to provide these services with
respect to the properties identified as the "Owned Properties" and
the "Broker Leased Property":

   a) assist the Debtors in evaluating and analyzing
      real estate issues and opportunities related to
      the Properties;

   b) review existing appraisal methodologies;

   c) review and supplement Rothschild Inc.'s real estate
      investor lists;

   d) assist the Debtors and cooperate with Rothschild
      Inc. in analyzing and structuring any real estate
      transaction involving the Properties to achieve
      the best economic, tax, and accounting results for
      the Debtors;

   e) represent the Debtors in, and collaborate with
      Rothschild with respect to, negotiations with
      landlords and lenders to, and investors in, the
      Debtors;

   f) provide analysis and reports in furtherance of the
      engagement;

   g) assist the Debtors and cooperate with Rothschild
      in negotiating documentation relating to any real
      estate transaction involving the Properties;

   h) coordinate with Rothschild to facilitate the investor
      due diligence process; and

   i) assist the Debtors and cooperate with Rothschild in
      closing any real estate transaction involving the
      Properties.

Cushman Broker has agreed to provide leasing, negotiation, sales
and other brokerage services with respect to the Owned Properties
and the Broker Leased Property and, specifically, to:

   a) assist the Debtors in evaluating and analyzing
      real estate issues and opportunities related to
      Owned Properties and the Broker Leased Property;

   b) represent the Debtors in negotiations with landlords
      and lenders to, and investors in, the Debtors;

   c) assist the Debtors in negotiating documentation
      relating to any real estate transaction involving
      the properties listed as "Own" on Appendix A to the
      Broker Engagement Letter; and

   d) assist the Debtors in closing any Transaction.

Cushman Securities will earn a monthly financial advisory fee of
$100,000 on the first of each month; provided, that the Monthly
Fees will be subject to an aggregate cap of $500,000.  The Monthly
Fees are payable by the Debtors in advance, and will be earned in
full upon receipt.  All Monthly Fees will be credited against the
$400,000 retainer that Cushman Securities received prior to the
Petition Date.

Pursuant to the Broker Engagement Letter, the Debtors have agreed
to pay Cushman Broker:

   a) Transaction Fees: Upon the closing of each Transaction,
      creditable against the Change of Control Fee, the following
      fees set forth below:

      (i) Leasing or Subleasing: A fee equal to standard
          commission rates for leasing, subleasing or assignment
          Transactions based on the location and term of such
          Transaction provided, however, in the event that such
          leasing or subleasing Transaction constitutes a lease
          buyout, such fee amount shall be determined based on
          50% of standard commission rates.  In connection with
          a Sale Leaseback Transaction, if a Debtor or any of its
          Affiliates in such Transaction is the lessee or lessor
          of real estate, Cushman Broker shall receive a fee with
          respect to the sale component of the Sale Leaseback
          Transaction, but no additional compensation for the
          lease component of such Transaction.

          Leasing Transactions will not include (unless the
          Debtors request Cushman Broker's services in connection
          therewith) (x) transactions with respect to the
          extension of subleases of a Debtor where such Debtor
          is sublandlord, pursuant to existing rights contained
          in such subleases, or (y) transactions with respect
          to the extension of leases where a Debtor is tenant,
          pursuant to existing rights contained in such leases.

      ii) Sale Transactions: A fee equal to (i) 2.5% of gross sale
          proceeds with respect to each sale of property listed as
          "Own" on Appendix A to the Broker Engagement Letter
          where the gross sales price is $25,000,000 or less,
          (ii) 1.5% of gross sale proceeds with respect to each
          sale of an Individual Property where the gross sales
          price exceeds $25,000,000 and is less than or equal to
          $75,000,000, (iii) 1% of gross sale proceeds with
          respect to each sale of an Individual Property where
          the gross sales price exceeds $75,000,000 and is less
          than or equal to $100,000,000 and (iv) 0.75% of gross
          sales proceeds with respect to each sale of an
          Individual Property where the gross sales price
          exceeds $100,000,000 (any fee pursuant to (i) to
          (iv), a "Sale Transaction Fee"), provided, (w) if one
          or more Owned Properties is sold to the same buyer,
          such Owned Properties shall be treated as a single
          Individual Property for purposes of calculating the
          fee under this paragraph, (x) a Sale Transaction that
          also includes a lease of the real estate shall be
          treated as a "Sale Leaseback Transaction," (y) Cushman
          Broker will not be entitled to receive a Transaction
          Fee with respect to the sale of the Owned Property,
          located at 21930 Miles Road, North Randall, OH 44128
          and (z) if the total number of buyers of all of the
          Owned Properties totals 4 or less, then Cushman
          Broker's aggregate fees under this subsection (ii)
          With respect to all Sale Transactions and Sale
          Leaseback Transactions shall not exceed $3,250,000.

   b) Change of Control Fee: A fee equal to 0.8375% of the
      Consideration (as defined in the Broker Engagement Letter),
      which will be payable upon a Change of Control (as defined
      in the Broker Engagement Letter), subject to a minimum
      aggregate fee equal to $1,000,000, less any fees actually
      received by Cushman Broker from the Debtors pursuant to the
      Transaction Fees.

   c) Additional Crediting: Cushman Broker will apply the first
      $500,000 in earned Transaction Fees due and payable to
      Cushman Broker solely for Cushman Broker's own account
      (and not for the account of any third-party, including
      local licensed real estate brokers and tenant brokers)
      against the Retainer provided by the Debtors to Cushman
      Securities; provided, if Cushman's engagement is
      terminated at any time prior to April 1, 2012, this
      paragraph will be null and void and of no effect, and
      all amounts applied against the retainer shall become
      immediately due and payable by the Debtors to Cushman.

On Oct. 31, 2011, Cushman Securities received from the Debtors a
$400,000 retainer.

The Debtors assure the Court that neither Cushman Securities nor
Cushman Broker (a) has any present connection with Debtors,
Debtors' creditors, or other parties-in-interest or (b) holds or
represents any interest adverse to the estate.

                     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 listed
$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 Taps Skadden Arps as Litigation Counsel
---------------------------------------------------------------
Syms Corp., a debtor-affiliate of Filene's Basement, LLC, asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Skadden, Arps, Slate, Meagher & Flom LLP and its
affiliated law practice entities as corporate and litigation
counsel.

Skadden Arps represented Syms in 1997 in connection with a
secondary offering of Syms' common stock.

In July 2011, Skadden, Arps also advised Syms in connection with
litigation brought against Syms by a significant shareholder,
Esopus Creek Value Series LP, in New Jersey state court.  In
that litigation, Esopus sought access to Syms' books and records.
Esopus is a member of the Equity Committee.

Skadden Arps will, among other things:

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

   b) advise the Debtors in connection with the sale of assets;
and

   c) perform other necessary legal services and provide other
necessary legal advice to the Debtors in connection with the
Chapter 11 cases.

Skadden Arps will take appropriate steps and coordinate with Young
Conaway Stargatt & Taylor, LLP, conflicts counsel, and each of the
Debtors' other professionals to avoid unnecessary duplication of
efforts.

The hourly rates of Skadden Arps' personnel are:

         Partners and Of Counsel         $795 - $1,095
         Counsel and Special Counsel     $770 -   $860
         Associates                      $365 -   $710
         Legal Assistants                $195 -   $295

Prepetition, Skadden Arps was paid a total of $3,124,501 for the
firm's work on behalf of the Debtors in connection with the
Debtors' efforts to pursue strategic alternatives, including their
efforts to find one or more out-of-court strategic alternatives,
and in connection with preparations for the commencement of the
cases.  A total of $2,617,195 of the amount was paid in the
90 days prior to the Petition Date.

Skadden Arps incurred approximately $1.96 million of recorded fees
in October.  During these preparations, Skadden Arps estimated
that its outstanding fees and expenses would likely exceed
$3 million as of a potential chapter 11 filing date of
Nov. 2, 2011.  As an accommodation to the Debtors, however,
Skadden, Arps agreed to reduce this estimate to a total of
$2.2 million.  Therefore, in accordance with the Engagement
Agreement, Syms delivered to Skadden Arps two separate retainers
in the collective amount of $2.2 million to be held as on account
cash and applied to payment of prepetition professional fees and
expenses to be charged and invoiced by Skadden Arps for all
matters.

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

The Debtors set a Dec. 28, 2011, hearing at 3:00 p.m., to consider
approval of Skadden Arp's employment.  Objections, if any, are due
Dec. 15, at 4:00 p.m.

                     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.
Loughlin Management Partners & Company, Inc., serves as financial
advisor for the Committee.

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.


FORD MOTOR: Moody's Says Dividend No Impact on 'Ba1' Rating
-----------------------------------------------------------
Moody's Investors Service said that the Ba1 rating and positive
outlook of Ford Motor Company and Ford Motor Credit Company are
unchanged following the decision by Ford's board of directors to
authorize a quarterly dividend of 5 cents per share. The total
annual distribution would approximate $800 million.

Bruce Clark, senior vice president with Moody's said, "This
dividend is consistent with our expectations. It is well supported
by the level of free cash flow Ford should generate during 2012,
it doesn't weaken the company's strong liquidity position, and we
don't believe that it compromises the commitment to maintain a
strong balance sheet."

At September 30, 2011 Ford's gross liquidity position stood at
$29.7 billion and consisted of $20.8 billion of cash and
securities, and $8.9 billion in availability under a committed
credit facility maturing in November 2013. In addition, Moody's
expects that Ford will generate free cash flow in excess of $3
billion during 2012. This financial profile, along with Ford's low
North American breakeven level and increasingly competitive
domestic product portfolio, provide sound support for the current
rating level and positive outlook.

Notwithstanding these credit strengths, it remains important for
Ford to continue to successfully execute the key elements of its
operating strategy. This strategy includes: maintaining an
aggressive new product investment program globally; preserving its
low North American breakeven level; and expanding its position in
Asia. In addition, the company must contend with low pricing, weak
demand, and excess industry capacity in the European market.

An additional risk that could mitigate further improvement in the
rating is the European sovereign and banking debt crisis. This
crisis could further depress economic growth in Europe and spill
over to the economies of North America. In addition, it could
result in a contraction in the global capital markets.


FRAZER/EXTON: Wins Approval to Employ MacElree as Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Frazer/Exton Development, L.P., et al., to employ
MacElree Harvey, Ltd., as their special counsel.

MacElree Harvey will advise the Debtors on certain complex land
use and development as well as to represent its interests in the
"Makemie transaction."

Prepetition, MacElree Harvey has represented the Debtors in
various legal matters, including, without limitation, the
negotiation of the Makemie transaction.

                   About Frazer/Exton Development

Based in Malvern, Pennsylvania, Frazer/Exton Development, L.P.,
owns real property in Chester County.  Whiteland Village Ltd.
obtained various approvals and permits for the development of the
real property as a continued care retirement community.  Whiteland
Village Ltd. and Frazer/Exton Development, L.P., filed for
Chapter 11 bankruptcy (Bankr. E.D. Pa. Case Nos. 11-14036 and 11-
14041) on May 19, 2011. The case was initially assigned to Judge
Stephen Raslavich but was transferred to Judge Jean K. FitzSimon.
Frazer/Exton Development L.P. filed with the Bankruptcy Court its
schedules of assets and liabilities disclosing $0 in total assets
and $46,953,617 in total liabilities.

The Debtors are selling a portion of the Property to Makemie at
Whiteland -- a Pennsylvania non-profit corporation and affiliate
of Philadelphia Presbytery Homes Inc. -- for $7,300,000 in cash
and assumption of up to $5,000,000 of debt.  The deal is subject
to higher and better offers.


FREESEAS INC: Receives Deficiency Letter from NASDAQ
----------------------------------------------------
FreeSeas Inc. has received a deficiency letter from NASDAQ stating
that, because the Company's common stock has not maintained a
minimum bid price of $1 per a share for the last 30 consecutive
business days, the Company is no longer in compliance with NASDAQ
Listing Rule Section 5450(a)(1).

In order to regain compliance, FreeSeas has until June 4, 2012 for
the closing bid price of its common stock to meet or exceed $1 for
a minimum of ten consecutive business days.  If FreeSeas has not
regained compliance by the expiration of the initial 180 calendar
days, NASDAQ will then provide written notification to the Company
that its common stock is subject to delisting.  If at any time
during this 180-day period the closing bid price is at least $1
for a minimum of 10 consecutive days, NASDAQ will provide written
confirmation of compliance and matter will be closed.

If FreeSeas does not regain compliance with the Rule during this
180-day period, the Company may be eligible for an additional 180
calendar days to regain compliance if it meets all other initial
listing standards, with the exception of the bid price.  To
qualify for the second compliance period, FreeSeas must apply to
transfer its common stock to The NASDAQ Capital Market and provide
written notice to NASDAQ of its intent to cure this deficiency
during the second compliance period.

                        About FreeSeas Inc.

FreeSeas Inc. -- http://www.freeseas.gr-- is a Marshall Islands
corporation with principal offices in Athens, Greece.  FreeSeas is
engaged in the transportation of drybulk cargoes through the
ownership and operation of drybulk carriers.  Currently, it has a
fleet of Handysize and Handymax vessels.  FreeSeas' common stock
trades on the NASDAQ Global Market under the symbol FREE.


GENERAL MARITIME: Creditors Object to Critical Vendor Payment
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of General Maritime
Corp. filed an objection to the Debtors' motion for interim and
final orders (i) authorizing payments to foreign and critical
vendors; (ii) authorizing the payment of Section 503(b)(9)
administrative expenses; (iii) authorizing the payments of
prepetition amounts owed to customers under charter agreements;
(iv) authorizing the debtors to continue to perform under pooling
agreements and (v) directing financial institutions to honor all
related checks and electronic payments requests.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Creditors Committee said in a court filing
General Maritime went too far in paying pre-bankruptcy debt owing
to a company where GenMar's chairman was a director.

The Creditros Committee, according to BData, asserts, "The
Committee takes no position with respect to the lion's share of
the payments the Debtors seek authority to make under the Motion.
The same cannot be said for at least one creditor that the Debtors
apparently already paid in excess of $2.6 million pursuant to the
interim authority granted to the Debtors under the Interim Order.
. . .  The Committee recently became aware that the Debtors made
this approximately $2.6 million payment to an entity on which the
Debtors' chairman of the board of directors, Peter C.
Georgiopoulos, owns 10% of the outstanding common shares and
happens to be the chairman of the board, and as to which the
Debtors' president and CEO, John Tavlarious, is on the board of
directors. The Committee posits that the Debtors cannot satisfy
any of the standards justifying post-petition payment of any pre-
petition amounts to the Georgiopoulos Entity and any post-petition
payments made by the Debtors to the Georgiopoulos Entity on
account of pre-petition claims, whether pursuant to the Interim
Order or otherwise, should be disgorged and returned to the
Debtors' estates immediately."

According to the Bloomberg report, the committee lodged the
objection in advance of the Dec. 15 hearing.  The committee says
that the company used interim permission for critical vendor
payments to pay $2.6 million to a company where Peter C.
Georgiopoulos, GenMar's chairman, owns 10% of the stock and is on
the board. GenMar's Chief Executive John Tavlarious is on the
recipient's board too, the filing said.

The committee, the report, relates, wants GenMar barred from
making payment to any creditor that's an affiliate or shares
officers or directors with GenMar. The committee also believes the
$2.6 million should be paid back.

According to BankruptcyData.com, General Maritime's official
committee of unsecured creditors also filed with the U.S.
Bankruptcy Court an objection to the Debtors' motion for interim
and final orders authorizing the Debtors to (i) pay wages, other
compensation, and reimbursable expenses; (ii) honor and continue
employee benefit programs in the ordinary course and (iii) direct
banks and financial institutions to honor and related process
checks and transfers.

                      About General Maritime

New York-based General Maritime Corporation, through its
Subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

General Maritime disclosed $1,718,598,000 in assets and
$1,412,900,000 in liabilities as of Sept. 30, 2011.  General
Maritime's publicly held securities include 121.5 million common
shares and $300 million in unsecured 12% notes due 2017.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

An ad hoc group of holders of more than $185 million of the $300
million of 12% Senior Notes due 2017 issued by General Maritime
Corporation is represented by Paul D. Leake, Esq., and Pedro A.
Jimenez, Esq., at Jones Day.


GIBRALTAR INDUSTRIES: S&P Raises Corp. Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Buffalo, N.Y.-based Gibraltar Industries Inc. to 'BB-'
from 'B+'. The rating outlook is stable.

"At the same time, we raised our issue level ratings on the
company's senior subordinated notes to 'BB-' from 'B+'. We also
revised the recovery rating on the notes to '3', reflecting the
expectation for meaningful (50% to 70%) recovery for lenders in
the event of payment default, from '4'," S&P said.

"The upgrade reflects our view that Gibraltar Industries Inc.'s
credit measures are likely to be sustained at levels more inline
with the 'BB-' rating despite continued challenges in the building
products sector. We expect that adjusted leverage will be
maintained between 3x and 4x, which incorporates the company's
acquisition-driven growth strategy and our view of its 'weak'
business risk profile," said Standard & Poor's credit analyst
Gayle Bowerman. "The upgrade also reflects our revised assessment
of the company's liquidity position to 'strong' from 'adequate',
following the recent extension of its asset-based lending
facility's maturity."

"The ratings incorporate our expectation that demand for
Gibraltar's mailboxes, bar grating, and ventilation products may
increase slightly as housing markets and the general economy
continue to recover. Standard & Poor's economists expect
residential end markets, which represent approximately 50% of the
company's sales, to improve modestly in 2012. New housing starts
are projected to increase 10% from 2011's expected level of about
600,000 units. Furthermore, sales and margins are likely to
improve following the company's recent acquisition focused on
infrastructure end markets and intensive cost cutting initiatives.
We are forecasting adjusted EBITDA for 2012 could improve about
20% from 2011's projected level of above $75 million because of
ongoing cost reductions, improved pricing, and increased sales
volumes. Our EBITDA forecast reflects our view that the cyclical
diversity afforded by the comparatively stable and slightly
higher-margin infrastructure business will help Gibraltar maintain
adjusted EBITDA margins above 10%. Key risks to our forecast
include weaker-than-expected housing and commercial construction
activity and greater-than-expected fluctuations in steel prices.
We believe raw materials?including steel?represent more than 45%
of some product costs," S&P said.

"The rating outlook is stable, reflecting our belief that
Gibraltar's credit measures will remain inline with the 'BB-'
corporate credit rating given our expectation that contributions
in infrastructure markets will mitigate slow growth in residential
and commercial markets. We believe that leverage will be
maintained between 3x and 4x, even after giving consideration to
the company's acquisition-driven growth strategy. In addition, our
rating outlook incorporates the company's favorable debt maturity
profile, good expected cushion with regards to its fixed-charge
covenant, and ability to generate modest free cash flow," S&P
said.

"A negative rating action could occur if credit measures were to
weaken from current levels such that adjusted leverage was likely
to be maintained between 4x and 5x. This could occur if our
outlook for a recovery in residential and non-residential end
markets is delayed further or if the company is unable to pass
through raw material costs following a decline in demand. In
addition, a negative rating action could occur if the company were
to pursue a more aggressive financial policy with regards to its
acquisition growth strategy," S&P said.

"A positive rating action is less likely in the near term, given
our view of the company's weak business risk profile. However, one
could occur if residential and commercial markets rebound more
quickly than expected and demonstrate sustainable growth prospects
over the medium term," S&P said.


GLOBAL AVIATION: Cut by S&P to 'CCC-' on "Tight Liquidity"
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Global
Aviation Holdings Inc. "We lowered the corporate credit rating to
'CCC-' from 'CCC' and lowered the issue rating on the senior
secured debt to 'CCC-' from 'B-'. We are keeping ratings on
CreditWatch, but are revising the implications to negative from
developing. We are also revised the recovery rating to '3' from
'1' based on our lower expectations for recovery in a payment
default scenario," S&P said.

The downgrade reflects Global Aviation's very tight liquidity
position following several quarters of weak operating performance,
and Standard & Poor's expectation that liquidity will not
materially improve. "We believe the company could default, absent
some type of liquidity-enhancing transaction, over the coming
year," said Standard & Poor's rating analyst Lisa Jenkins.

"Our ratings on Global Aviation reflect its participation in the
competitive and capital-intensive heavy airfreight business and
its highly leveraged capital structure. Global Aviation provides
passenger and cargo air transportation to the U.S. military and
commercial customers through its two airline subsidiaries, World
Airways Inc. and North American Airlines Inc. The majority of the
company's revenues come from serving the U.S. Air Mobility
Command, as a member of the Civil Reserve Air Fleet. The company's
earnings and cash flow have been hurt by reduced pricing on its
military business, higher capital expenditures, and lower-than-
expected flying in both the military and commercial business in
recent quarters. The company has sought covenant relief twice this
year, most recently in September 2011. It also has negotiated
revised lease terms with lessors as a means of lowering its
costs," S&P said

"Despite these efforts, we believe Global Aviation will continue
to face earnings pressures over the coming year and that it could
face a liquidity squeeze. The commercial air cargo sector has
weakened considerably in recent months and the outlook is
uncertain. Demand from the military is also likely to decline as
troops are withdrawn from the Middle East. In addition, Global
Aviation is likely to be challenged by changes in teaming
arrangements in the military flying program," S&P said.

The company has negotiated extended payment terms with some
vendors, revised lease terms with some aircraft lessors, reduced
headcount, and taken other actions to lower operating costs. The
company is also seeking other sources of liquidity, which could
include asset sales and issuances of debt or equity. In addition,
the company has stated that it is evaluating capital restructuring
options with its equity sponsor, MatlinPatterson, and with its
second-lien loan holder.

"The negative CreditWatch implications reflect our belief that
Global Aviation could default on its debt obligations within the
year, absent some type of liquidity-enhancing transaction, a
material improvement in operating performance, or some other
source of liquidity. This would lead to a downgrade to 'D'. We
also believe the company could engage in some type of debt
restructuring that we would deem to be a distressed exchange,
which would lead to an initial rating of 'CC' upon the
announcement of the restructuring and then 'SD' upon completion of
the distressed exchange. If the company can bolster its liquidity
position (without triggering a selective default) and if the
company's operating prospects improve, we could affirm the
rating," S&P said.


GREEN EARTH: Jeffrey Loch Elected to Board of Directors
-------------------------------------------------------
Green Earth Technologies, Inc., on Dec. 6, 2011, held its 2011
Annual Meeting of Stockholders.  At that meeting, stockholders:

   -- elected Jeffrey Loch as Class III director to serve until
      the 2014 annual meeting of the Company's stockholders or
      until his successor has been elected and qualified; and

   -- provided advisory approval of the appointment of independent
      auditors for fiscal year 2012.

                  About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

The Company reported a net loss of $12.20 million on $7.50 million
of net sales for the year ended June 30, 2011, compared with a net
loss of $12.88 million on $2.43 million of net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.49 million in total assets, $6.02 million in total liabilities,
all current, and a $2.53 million total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, noted that the
Company's losses, negative cash flows from operations, working
capital deficit and its ability to pay its outstanding liabilities
through fiscal 2012 raise substantial doubt about its ability to
continue as a going concern.


GUIDED THERAPEUTICS: NCI Says LuViva Investment a Success
---------------------------------------------------------
The National Cancer Institute has designated the LuViva Advanced
Cervical Scan by Guided Therapeutics, Inc., as one of the agency?s
successful investments for developing innovative products to fight
cancer.

NCI has awarded Guided Therapeutics more than $6 million in six
consecutive grants since 2001 to develop LuViva, a new technology
designed to scan the cervix with light to detect precancer and
provide a result immediately.  The full story from NCI can be
accessed on line at:

http://sbir.cancer.gov/success/stories/guided_therapeutics/index.asp

"We are honored that LuViva has been acknowledged as a successful
investment by the world's leading cancer research organization,"
said Mark L. Faupel, Ph.D., CEO and president of Guided
Therapeutics, Inc.  "This recognition underscores LuViva's unique
approach for improving the standard of care in cervical disease
detection.  The NCI is a valuable partner in the development of
LuViva, and the collaborative support of the agency makes
innovation like ours possible."

LuViva is currently under U.S. Food and Drug Administration (FDA)
premarket application review.  The FDA has informed Guided
Therapeutics that the agency expects to rule on the application by
Jan. 20, 2012.

LuViva scans the cervix with light to identify cancer and pre-
cancer painlessly and non-invasively.  Guided Therapeutics'
patented biophotonic technology is able to distinguish between
normal and diseased tissue by detecting biochemical and
morphological changes at the cellular level.  Unlike Pap or HPV
tests, LuViva does not require laboratory analysis or a tissue
sample, and is designed to provide immediate results at the point
of care, eliminating costly and painful testing.

NCI Small Business Innovation Research (SBIR) and Small Business
Technology Transfer (STTR) programs are an important source of
early-stage technology financing for small businesses.  The NCI
SBIR & STTR Programs foster research and development for
anticancer agents, biomarkers, informatics, medical devices,
nanotechnology, proteomics, pharmacodynamics, and many other
biotechnologies, as well as programs designed to prevent,
diagnose, and treat cancer.

The NCI is part of the National Institutes of Health, which is one
of 11 agencies that make up the U.S. Department of Health and
Human Services.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

The Company also reported a net loss of $3.88 million on $2.70
million of service revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.56 million on $2.30 million
of service revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.84 million in total assets, $5 million in total liabilities,
and a $2.16 million total stockholders' deficit.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


HARBOUR EAST: Can Use 7935 NBV's Cash Collateral Until Dec. 31
--------------------------------------------------------------
The Hon. A. Jay Cristol the U.S. Bankruptcy Court for the Southern
District of Florida authorized, in a ninth interim order, Harbour
East Development, Ltd., to use the rental income in which 7935 NBV
LLC may claim an interest.

The Debtor would pay the operating expenses until Dec. 31, 2011,
including: (i) monthly condominium assessments to the CIELO by the
Bay Condominium Association; (ii) a monthly real estate tax
escrow, to the extent of available funds; (iii) utilities; and
(iv) ongoing maintenance and repairs relating to the Condominium
Units; the Debtor will not use any cash collateral to pay any
operating expenses or capital expenditures, or as may be approved
by NBV in writing.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant NBV replacement liens upon all
postpetition assets of the Debtor which are of the same nature or
type as exixted prepetition.

A hearing on the Debtor's request for continued use of cash
collateral will be held on Dec. 15, at 2:00 p.m.

                  About Harbour East Development

Harbour East Development, Ltd., is the developer and owner of the
luxury residential condominium development known as CIELO on the
Bay located at 7935 East Drive, North Bay Village.  CIELO contains
35 residential condominium units.

Harbour East filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 10-20733) on April 22, 2010.  Michael L. Schuster, Esq.,
who has an office in Miami, Florida, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million,
as of the Chapter 11 filing.

Judge Cristol denied the request of 7935 NBV LLC's request to
dismiss the case.

No creditors' committee has been appointed in the case.  In
addition, no request for the appointment of a trustee or examiner
has been made.


HARRISBURG, PA: Council Appeals Ruling to Dismiss Chapter 9 Case
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a majority of the city council in Harrisburg,
Pennsylvania filed an appeal from the order signed by the
bankruptcy judge on Nov. 23 dismissing the city's Chapter 9
municipal bankruptcy.  The bankruptcy judge ruled that the filing
was prohibited by state law and that the council by itself didn't
have power to initiate a bankruptcy.

                   About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

Four members of the City Council of Harrisburg on Oct. 11, 2011,
authorized the filing of a Chapter 9 bankruptcy petition (Bankr.
M.D. Pa. Case No. 11-06938) by the City of Harrisburg.  Judge Mary
D. France presides over the case.  Mark D. Schwartz, Esq. --
markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve
as counsel.  The petition estimated $100 million to $500 million
in assets and debts.  Susan Wilson, the city's chairperson on
Budget and Finance, signed the petition.

The city council voted 4-3 on Oct. 11, 2011, to authorize the
Chapter 9 municipal bankruptcy filing. The city claims to be
insolvent, unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

The city said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

Two days after the Chapter 9 filing on Oct. 11, the state of
Pennsylvania filed a motion to dismiss the case as being
unauthorized. Later, the state adopted a new law allowing the
governor to appoint a receiver who may join those seeking
dismissal.

Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania
have objected to the bankruptcy filing.  Mayor Thompson is
represented in the case by Kenneth W. Lee, Esq., Christopher E.
Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner,
Esq., at Tucker Arensberg, P.C.  Counsel to the Commonwealth of
Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric
L. Scherling, Esq., at Cozen O'Connor.

The governor of Pennsylvania selected an individual to serve as
receiver and take over the city.


HAWKER BEECHCRAFT: Enters Into RSU Agreement with CFO
-----------------------------------------------------
Hawker Beechcraft, Inc., the parent company of Hawker Beechcraft
Acquisition Company, LLC, and Hawker Beechcraft Notes Company and
Ms. Karin-Joyce Tjon Sien Fat, chief financial officer, entered
into a Restricted Stock Unit Agreement for the grant of 80,000
restricted stock units to Ms. Tjon Sien Fat that will be exchanged
for shares of common stock of HBI under certain circumstances.

The RSU Agreement provides that, subject to Ms. Tjon Sien Fat's
continued employment through the applicable date of accrual, the
RSUs will accrue 20% per year commencing on the vesting
commencement date for those RSUs.  RSUs will be deemed fully
accrued upon a Change in Control or a Qualifying Sale.  In the
event of an involuntary termination due to Ms. Tjon Sien Fat's
death or disability, Ms. Tjon Sien Fat will become accrued in an
additional 20% of the RSUs and any additional RSUs that have not
been accrued will be forfeited.

Upon the earliest of (i) the date of the consummation of a Change
in Control, (ii) Ms. Tjon Sien Fat's termination without cause or
due to Ms. Tjon Sien Fat's death or disability, (iii) the date of
the consummation of a Qualifying Sale or (iv) the date of the
expiration of the underwriter's lockup agreed to by the Company in
an IPO, HBI will issue to Ms. Tjon Sien Fat one (1) share of
common stock with respect to each accrued RSU as of the date of
such event.  Following the occurrence of an IPO, but subject to
Ms. Tjon Sien Fat's continued employment, Ms. Tjon Sien Fat's
outstanding RSUs will continue to accrue and shares of common
stock issued upon each subsequent accrual date.  Any RSUs not
accrued as of the date of a termination without cause or due to
Ms. Tjon Sien Fat's death or disability shall be forfeited for no
consideration.  In the event of a termination for cause, Ms. Tjon
Sien Fat will forfeit all outstanding RSUs, whether or not such
RSUs are accrued.

A full-text copy of the Restricted Stock Unit Agreement is
available for free at http://is.gd/5uui36

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.  The Company's balance sheet at June 30, 2011, showed
$3.01 billion in total assets, $3.33 billion in total liabilities,
and a $317.30 million deficit.

The Company also reported a net loss of $214 million on $1.65
billion of total sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $238.60 million on $1.80 billion of
total sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

                         *     *     *

As reported by the TCR on Sept. 16, 2011, Moody's Investors
Service has lowered all the credit ratings, including the
corporate family rating to Caa3 from Caa2, of Hawker Beechcraft
Acquisition Company LLC.  The rating outlook is negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon.  Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable.  Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook.  Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio. While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak.  As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis)

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its ratings on Wichita, Kan.-based Hawker
Beechcraft Inc., including the corporate credit rating to 'CCC'
from 'CCC+'.

"The downgrade reflects Hawker's continued poor credit protection
measures and tighter liquidity resulting from declining revenues,
significant (albeit improving) losses, and weak cash generation,"
said Standard & Poor's credit analyst Christopher DeNicolo.  "We
have concerns about the company's ability to maintain covenant
compliance."


HAWKER BEECHCRAFT: Bank Debt Trades at 24% Off
----------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 75.53 cents-on-
the-dollar during the week ended Friday, Dec. 9, 2011, an increase
of 1.38 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa2 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 131 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.  The Company's balance sheet at June 30, 2011, showed
$3.01 billion in total assets, $3.33 billion in total liabilities,
and a $317.30 million deficit.

The Company also reported a net loss of $214 million on $1.65
billion of total sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $238.60 million on $1.80 billion of
total sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

                         *     *     *

As reported by the TCR on Sept. 16, 2011, Moody's Investors
Service has lowered all the credit ratings, including the
corporate family rating to Caa3 from Caa2, of Hawker Beechcraft
Acquisition Company LLC.  The rating outlook is negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon.  Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable.  Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook.  Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio. While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak.  As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis)

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its ratings on Wichita, Kan.-based Hawker
Beechcraft Inc., including the corporate credit rating to 'CCC'
from 'CCC+'.

"The downgrade reflects Hawker's continued poor credit protection
measures and tighter liquidity resulting from declining revenues,
significant (albeit improving) losses, and weak cash generation,"
said Standard & Poor's credit analyst Christopher DeNicolo.  "We
have concerns about the company's ability to maintain covenant
compliance."


HERCULES OFFSHORE: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
Inc. is a borrower traded in the secondary market at 97.71 cents-
on-the-dollar during the week ended Friday, Dec. 9, 2011, an
increase of 0.51 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 650 basis points above
LIBOR to borrow under the facility.  The bank loan matures on July
11, 2013, and carries Moody's 'Caa1' rating and Standard & Poor's
'B-' rating.  The loan is one of the biggest gainers and losers
among 131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $16.99 million on $162.99 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$15.06 million on $157.61 million of revenue for the same period
during the prior year.

The Company also reported a net loss of $54.64 million on $492.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $50 million on $460.06 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.05
billion in total assets, $1.12 billion in total liabilities and
$928.65 million in total stockholders' equity.

                           *     *     *

The Company reported a net loss of $134.59 million on $657.48
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $91.73 million on $742.85 million of revenue during
the prior year.  Hercules reported a net loss of $37.65 million on
$329.58 million of revenue for the six months ended June 30, 2011,
compared with a net loss of $34.94 million on $302.45 million of
revenue for the same period during the prior year.  The Company's
balance sheet at June 30, 2011, showed $2.09 billion in total
assets, $1.14 billion in total liabilities, and $944.48 million in
stockholders' equity.


HOFFMASTER GROUP: Moody's Assigns 'B2' Corporate; Outlook Negative
------------------------------------------------------------------
Moody's Investors Service assigned a new B2 Corporate Family
Rating and Probability of Default Rating to Hoffmaster Group, Inc.
following the company's recently announced leveraged buyout by
Metalmark Capital. Moody's also assigned a B1 rating to the
company's new $235 million senior secured first lien term loan due
2017, a B1 rating to the company's new $35 million senior secured
revolving credit facility expiring in 2016, and a Caa1 to the
company's $64 million second lien term loan due 2018. A $37.5
million subordinated PIK note (unrated) will also be issued to
finance the acquisition. The LBO enables the company's new PE
sponsor, Metalmark Capital, to assume ownership of the company
from previous sponsor Kohlberg & Company. Ratings will be subject
to Moody's review of the final documentation. Existing Hoffmaster
ratings will be withdrawn upon the closing of this transaction.
The outlook is negative.

These ratings are assigned to Hoffmaster Group, Inc. (Newco):

- Corporate Family Rating at B2;

- Probability of Default Rating at B2;

- $35 million senior secured revolving credit facility due
  December 2016, at B1 (LGD3, 36%);

- $235 million senior secured first lien term loan due December
  2017, at B1 (LGD3, 36%);

- $64 million second lien term loan due December 2018, at Caa1
  (LGD5, 83%).

These ratings will be withdrawn of Hoffmaster Group, Inc. (Oldco):

- Corporate Family Rating at B2;

- Probability of Default Rating at B2;

- $30 million senior secured revolving credit facility due June
2015, at B1 (LGD3, 38%);

- $183 million senior secured term loan due June 2016, at B1
  (LGD3, 38%);

- $65 million second lien term loan due June 2017, at Caa1 (LGD5,
  88%).

The outlook is negative.

RATINGS RATIONALE

"Despite a substantial increase in debt following the leveraged
buyout of Hoffmaster by Metalmark Capital, credit metrics are
expected to modestly improve over the next twelve months to levels
more acceptable for the company's B2 rating," says Moody's Senior
Vice President Janice Hofferber, CFA. The negative outlook
reflects the potential risk that the company is not able to
generate sufficient free cash flow and deleverage as expected.

"Given the highly leveraged profile and small scale of the
company, any modest increase in competitive activity, especially
in the company's large and more discretionary consumer business,
or a modest decline in away-from-home dining in its foodservice
segment, could materially impact Hoffmaster's revenue growth or
profitability," adds Ms. Hofferber.

Hoffmaster's B2 Corporate Family Rating reflects its small scale
and highly leveraged profile, narrow product focus, and growing
exposure to more competitive consumer categories. These factors
are offset in part by its strong market presence in the
foodservice channel, diversified customer base in consumer retail,
and improving profitability and relatively consistent cash flow.
While the company's product portfolio consists of low-priced, high
frequency, disposable consumer necessities, its sales volume is
somewhat dependent on the level of consumer spending on away-from-
home dining and more discretionary party supplies. In the consumer
channel, Hoffmaster is a relatively small player and its highly
leveraged profile increases its vulnerability given the higher
investments needed to grow and sustain its market share against
large scale competitors with significantly more financial
resources.

Pro-forma for the transaction and assuming a full-year of
operating results for the Innoware business acquired in March
2011, Moody's estimates September 30, 2011 debt-to-EBITDA exceeded
6.0 times, but anticipates that leverage will modestly improve to
approximately 5.5 times by FYE12. Given Hoffmaster's history of
debt-financed acquisitions and distributions to shareholders
combined with its small scale and more discretionary product
offerings, Moody's considers leverage of up to 5.5 times
appropriate for the B2 rating category.

Hoffmaster's ratings could be downgraded if the company fails to
reduce its leverage over the next 12 to 18 months such that debt-
to-EBITDA is sustained above 5.5 times and free cash flow remains
negative.

Hoffmaster's ratings could be upgraded if the company is able to
improve its scale and product diversification without impacting
its credit metrics such that debt-to-EBITDA is sustained below 4.0
times and free cash flow turns positive.

The principal methodology used in rating Hoffmaster was the Global
Packaged Goods Industry Methodology published in July 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Oshkosh, Wisconsin, Hoffmaster is a leading niche
manufacturer and supplier of decorative disposable tableware
products sold through foodservice and retail channels. The
company's primary products include paper napkins, placement mats,
tablecovers, plates, cups, bowls and guest towels as well as
sourced items such as cutlery and accessory items sold under the
Hoffmaster, Touch of Color, Party Creations, Sensations, Paper Art
and FashnPoint brand names. Hoffmaster's equity sponsor is
Metalmark Capital. Sales during the twelve month period ended
September 30, 2011 were approximately $335 million.


INT'L. ENVIRONMENTAL: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
International Environmental Solutions filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,300,000
  B. Personal Property           $25,828,636
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,681,873
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $322,082
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,169,940
                                 -----------      -----------
        TOTAL                    $28,128,636      $11,173,895

Headquartered in Menifee, California, International Environmental
Solutions, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-44755) on Nov. 11, 2011.  Judge Wayne E. Johnson
presides over the case.  Howard S. Levine, Esq. --
howard@cypressllp.com -- at Cypress LLP, serves as the Debtor's
counsel.  The petition was signed by Gary Allen, president.


JEFFERSON COUNTY: Not Eligible for Chapter 9, Banks Argue
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, faces a two-day hearing on
Dec. 15 and 16 where banks, bond insurers and taxpayers will argue
that the county isn't eligible for a Chapter 9 municipal
bankruptcy.

According to the report, the objectors say the county isn't
eligible because it has no outstanding funding or refunding bonds.
The county only issued sewer warrants, which don't qualify, in
their opinion.

Mr. Rochelle notes that the question of whether Jefferson County
can remain in Chapter 9 may be decided in the aftermath of the
municipal bankruptcy of city of Prichard, Alabama, whose case was
dismissed by the bankruptcy judge for lack of a bond issuance.

According to Mr. Rochelle, when the Prichard case went up on
appeal, the U.S. district judge asked the Alabama Supreme Court to
answer a certified question about the interpretation of state law
requiring bond or refunding bond issuance as a condition to being
in Chapter 9.  The Alabama Supreme Court accepted the question and
as a result may issue an opinion indirectly deciding if Jefferson
County can be in Chapter 9.  Jefferson County filed papers with
the Alabama Supreme Court supporting Prichard's right to be in
Chapter 9.

Bloomberg relates Bank of New York Mellon Corp., as indenture
trustee for holders of the sewer warrants, filed the main set of
papers opposing Jefferson County's right to Chapter 9 relief.  The
bank was supported by bond insurers Financial Guaranty Insurance
Co. and Assured Guaranty Municipal Corp.  Other banks urging
dismissal are Bank of Nova Scotia, Societe Generale New York
Branch and State Street Bank & Trust Co.  Taxpayers who
successfully opposed a wage tax are also seeking dismissal.
Having succeeded in persuading state courts to void the tax, they
are taking an appeal aimed at winning refunds for taxes paid
before they were ruled improper.

The bankruptcy judge is yet to rule on the extent to which the
receiver for the sewer system can be ousted as a result of
bankruptcy.

                       About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.


KEVIN WRIGHT: Court Won't Reverse $12MM Default Judgment
--------------------------------------------------------
Bankruptcy Judge Alan H.W. Shiff denied the request of Kevin
Wright to reopen an adversary proceeding and vacate a $12 million
default judgment entered against him.  Marjatta Freeman, v. Kevin
Wright, Adv. Proc. No. 07-5039 (Bankr. D. Conn.), was filed Nov.
26, 2007, seeking a determination that certain debts are non-
dischargeable and finding the defendant liable for civil RICO
violations.  On July 6, 2011, more than 11 months after the entry
of the Default Judgment, the defendant's current attorney filed a
verified motion to reopen the adversary proceeding and vacate the
default judgment.  A copy of the Court's Dec. 8 Memorandum of
Decision and Order is available at http://is.gd/OdS0Z0from
Leagle.com.

Timothy D. Miltenberger, Esq., at Coan, Lewendon, Gulliver &
Miltenberger, LLC, 495 Orange Street, New Haven, Conn., argues for
the Defendant.

Elizabeth Austin, Esq. -- eaustin@pullcom.com -- at Pullman and
Comley, P.O. Box 7006, 850 Main Street, Bridgeport, Conn.; and Dan
Breacher, Esq., at Scarinci Hollenbeck, 99 Park Avenue, in New
York, NY, argue for the Plaintiff.

Kevin Wright in Greenwich, Conn., filed for Chapter 11 bankruptcy
(Bankr. D. Conn. Case No. 07-50506) on Aug. 26, 2007.  Judge Alan
H.W. Shiff presides over the case.  Joseph J. D'Agostino, Jr.,
Esq., served as the Debtor's counsel.  Mr. Wright listed $51,002
in assets and $1 million in debts in his petition.  The case was
later converted to Chapter 7 liquidation.


KH FUNDING: U.S. Trustee's Plan Outline Objection Due Dec. 22
-------------------------------------------------------------
Bankruptcy Judge Thomas J. Catliota signed off on a stipulation
among KH Funding Company, its Official Committee of Unsecured
Creditors, and the United States Trustee for Region 4, extending
the time upon which the U.S. Trustee can file his objections,
comments or other response to the Joint Disclosure Statement
explaining the Debtor's Joint Plan of Liquidation.  The U.S.
Trustee's response deadline is moved to Dec. 22, 2011.  A copy of
the Dec. 9 stipulation is available at http://is.gd/DmKjBifrom
Leagle.com.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 10-37371) on Dec. 3, 2010.  Lawrence Coppel, Esq., at
Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to $50
million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers
at McGuireWoods LLP as co-counsel.  The Committee has tapped BDO
Consulting, a division of BDO USA, LLP, as its financial advisor.

The Troubled Company Reporter on Oct. 3, 2011, outlined the terms
of the Joint Liquidation Plan filed by KH Funding and the
Committee.  The Plan provides that the Debtor's assets will be
liquidated in an orderly manner, including sales of real property
owned by the Debtor.


KIWIBOX.COM INC: Posts 4.1 Million Net Loss in Third Quarter
------------------------------------------------------------
Kiwibox.com, Inc., filed on Nov. 21, 2011, its quarterly report on
Form 10-Q for the three months ended Sept. 30, 2011.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about Kiwibox.Com's ability to
continue as a going concern, after reviewing the Company's
financial statements as of and for the three and nine-month
periods ended Sept. 30, 2011, and 2010.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency as of Sept. 30, 2011.

The Company reported a net loss of $4.1 million on $1,500 of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $2.5 million on $417 of revenues for the same period
in 2010.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $4.8 million on $2,272 of revenues, compared with a
net loss of $3.1 million on $1,820 of revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2011, showed $9.5 million
in total assets, $17.1 million in total liabilities, and a
stockholders' deficit of $7.6 million.

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

                       http://is.gd/sWGWKx

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective July
1,  2011, Kiwibox.com, Inc., became the owner of Kwick! --a top
social network community based in Germany.  Kiwibox.com shares are
freely traded on the bulletin board under the symbol KIWB.OB.


LAGUARDIA ASSOCIATES: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: LaGuardia Associates, L.P.
                aka LaGuardia Plaza Hotel
                fka LaGuardia Crowne Plaza Hotel
                150 S. Warner Road, Suite 260
                King of Prussia, PA 19406

Case Number: 11-19334

Type of Business: Hotel

Involuntary Chapter 11 Petition Date: December 6, 2011

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

LaGuardia Associates' petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
ECBM                     Insurance Premiums     $143,095
Four Fall Corp. Ctr.     and Services
Suite 405,
300 Conshohocken
State Rd.
W. Conshohocken,
PA 19428

Landmark Food            Services               $25,597
Corporation
865 Waverly Avenue
Holtsville, NY 11742

Penn Glass               Services               $3,169
84-06 Liberty Avenue
Ozone Park, NY 11417


LEE ENTERPRISES: Post-Dispatch Owner Files Prepackaged Chapter 11
-----------------------------------------------------------------
Lee Enterprises Incorporated and certain of its affiliates filed
voluntary chapter 11 cases (Bankr. D. Del. Lead Case No. 11-13918)
on Dec. 12, 2011.

The Bankruptcy Court will consider the first-day motions at a
hearing scheduled for 12:00 p.m. (Eastern) on Dec. 13, 2011.

Prior to commencing its chapter 11 cases, the Company solicited
and obtained acceptances from its lenders and noteholders in favor
of the Amended Joint Prepackaged Plan of Reorganization, dated
Dec. 2, 2011. The Company will be seeking the Bankruptcy Court's
approval to conduct a hearing on or about Jan. 23, 2012 to, among
other things, confirm the Plan.

The Debtors filed copies of the Plan and related documents
together with their bankruptcy petitions.  The Plan is designed to
provide full payment to all creditors.  The salient terms of the
Plan are:

   * The maturity of the remaining $127.6 million in 9.05% first-
lien notes due April 2012, known as the Pulitzer notes, will be
modified and extended.  The interest rate on the Pulitzer notes
will be raised initially to 10.55%, increasing annually
thereafter.

   * Lenders owed $548.2 million under a term loan and $307.6
million under a revolving credit will receive 15% of the stock
plus a $689.5 million term loan, a $40 million revolving credit
not expected to be drawn initially, and a $175 million term loan.

   * Unsecured creditors will be paid in full.  Prepetition trade
debt total $10.6 million.

   * Shareholders will retain their stock with minimal dilution.

The Debtors have commitment for $40 million of post-petition
financing.  The DIP loan may be into a "new first lien credit
facility" under the Plan.  If so converted, it will eliminate the
need for a separate exit financing facility.

The Debtors said in a note that if approved by the bankruptcy
court, they intend to pay unsecured claims of vendors and
suppliers in the ordinary course.

In total, the plan deals with $1 billion of debt that otherwise
would mature in April.  Lee Enterprises expects to emerge from
bankruptcy within 60 days.

Carl G. Schmidt, the CFO, said that the Company has sought a
restructuring via Chapter 11 as the company was facing $1 billion
in principal payments before the end of April 2012.  The Company
commenced discussions with lenders and noteholders early this
year.

                Prepetition Capital Structure

The Company is a borrower and certain of its subsidiaries are
guarantors under its 2005 Amended and Restated Credit Agreement
dated as of December 21, 2005, as amended, among the Company and
certain of its subsidiaries, the Lenders from time to time party
thereto and Deutsche Bank Trust Company Americas, as
Administrative Agent, under which, as of the Commencement Date,
the principal amount of revolving and term loans that remains due
is $855.76 million, and the amount of issued and undrawn letters
of credit is $12.8 million.

St. Louis Post-Dispatch LLC, an indirect subsidiary of the
Company, is a borrower under the Note Agreement dated as of May 1,
2000, as amended with a group of institutional Noteholders.
Pulitzer Inc. and its subsidiaries (other than Star Publishing
Company) are the guarantors under the related Guaranty Agreement
dated as of May 1, 2000, as amended, in favor of the Noteholders
from time to time, under which, as of the Commencement Date, the
principal amount of debt that remains due under PD LLC's 10.05%
Senior Notes due April 2012 is $127.855 million.

                         Business as Usual

The Debtors will continue to manage their properties and operate
their businesses as "debtors-in-possession" under the jurisdiction
of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and the orders of the Bankruptcy
Court.

As part of the Voluntary Chapter 11 Filing, the Company has filed
a variety of customary motions with the Bankruptcy Court to
approve, among other things, the Company's access to its cash on
hand, as well as all cash generated from daily operations, which
will be used to continue to satisfy the Company's obligations
without interruption during the course of its restructuring.
Also, the Company filed first day motions to approve payment of
pre-petition employee wages, salaries, health benefits and other
employee obligations during its restructuring, as well as
authority to continue to honor its current customer commitments.

The Company has also sought authorization from the Bankruptcy
Court to satisfy all post-petition expenses incurred in the
ordinary course of business without seeking Bankruptcy Court
approval.

Additionally, to assure adequate liquidity during the
restructuring process, the Company has secured a commitment from
its lenders for a $40 million debtor-in-possession credit facility
and has filed motions seeking the Court's approval of the
financing.  The Company expects the Bankruptcy Court to consider
and take favorable action on its first day motions on Dec. 13,
2011.

                       About Lee Enterprises

Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weekly
newspapers and specialty publications in 23 states.  Revenue for
the 12 months ended December 2010 was $780 million.

The Company has 6,200 employees, with 4,650 working full-time.

The Company's balance sheet at Sept. 25, 2011, showed $1.2 billion
in total assets and $1.3 billion in total liabilities.

Operating loss was $103.3 million for fiscal year ended Sept. 25,
2011, on revenue of $756.1 million.

Attorneys at Sidley Austin LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  The Garden City
Group Inc. is the claims and notice agent.


LEE ENTERPRISES: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lee Enterprises, Inc.
        201 N. Harrison Street, Suite 600
        Davenport, IA 52801

Bankruptcy Case No.: 11-13918

Debtor-affiliates that filed separate Chapter 11 petitions:

        Debtor                              Case No.
        ------                              --------
        K. Falls Basin Publishing Inc.      11-13919
        INN Partners, L.C.                  11-13920
        Accudata, Inc.                      11-13921
        Journal-Star Printing Co.           11-13922
        Lee Publications, Inc.              11-13923
        Lee Consolidated Holdings Co.       11-13924
        Lee Procurement Solutions Co.       11-13925
        Sioux City Newspapers, Inc.         11-13926
        STL Distribution Services LLC       11-13927
        St. Louis Post-Dispatch LLC         11-13928
        Fairgrove LLC                       11-13929
        Pulitzer Network Systems LLC        11-13930
        Suburban Journals of Greater
          St. Louis LLC                     11-13931
        Pulitzer, Inc.                      11-13932
        Pulitzer Technologies Inc.          11-13933
        Pulitzer Newspapers, Inc.           11-13934
        Flagstaff Publishing Co.            11-13935
        Hanford Sentinel, Inc.              11-13936
        Kauai Publishing Co.                11-13937
        NIPC, Inc.                          11-13938
        Santa Maria Times, Inc.             11-13939
        Ynez Corporation                    11-13940
        Pulitzer Utah Newspapers, Inc.      11-13941
        Napa Valley Publishing Co.          11-13942
        Northern Lakes Publishing Co.       11-13943
        Pantagraph Publishing Co.           11-13944
        Southwestern Oregon Publishing Co.  11-13945
        Pulitzer Missouri Newspapers, Inc.  11-13946
        SHTP LLC                            11-13947
        HomeChoice LLC                      11-13948
        NVPC LLC                            11-13949
        NLPC LLC                            11-13950
        HSTAR LLC                           11-13951
        SOPC LLC                            11-13952

Type of Business: Lee Enterprises, Inc., publishes the St. Louis
                  Post Dispatch and the Arizona Daily Star along
                  with more than 40 other daily newspapers and
                  about 300 weeklies.

Chapter 11 Petition Date: Dec. 12, 2011

Court: U.S. Bankruptcy Court
       District of Delaware Delaware

Judge: Hon. Kevin Gross

Debtors'
Counsel:          Larry J. Nyhan, Esq.
                  Kenneth P. Kansa, Esq.
                  Bojan Guzina, Esq.
                  Steven W. Robinson, Esq.
                  SIDLEY AUSTIN LLP
                  One South Dearborn
                  Chicago, Illinois 60603
                  Tel.:  312  853-7000
                  Fax:  312  853-7036

                     -and

                  Robert S. Brady, Esq.
                  Edwin J. Harron, Esq.
                  Edmon L. Morton, Esq.
                  Donald J. Bowman, Jr., Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  Wilmington, Delaware 19899-0391
                  Tel:  302  571-6600
                  Fax:  302  571-1253

Debtors'
Financial
and
Asset
Management
Consultant:       THE BLACKSTONE GROUP

Debtors'
Claims,
Noticing
and
Balloting
Agent:            THE GARDEN CITY GROUP, INC.
                  http://www.leerefinancing.com

Total Assets: $1.15 billion at Sept. 25, 2011

Total Liabilities: $1.25 billion at Sept. 25, 2011

The petitions were signed by Carl G. Schmidt, vice president,
chief financial officer and treasurer.

Lee Enterprises' List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Alberta Newsprint Sales            Trade Debt         $1,726,784
1717 North Naper Blvd
Naperville, IL 60563

North Pacific Paper Company        Trade Debt         $1,316,212
P.O. Box 2069
Longview, WA 98632

Abitibi Bowater                    Trade Debt           $806,745
111 Duke Street, Suite 5000
Montreal, Quebec H3C 2M1

Inland Empire Paper Company        Trade Debt           $415,827
3320 North Argonne
Spokane, WA 99212

Yahoo Inc.                          Trade Debt           $326,942
701 First Ave.
Sunnyvale, CA 94089

Macdermid Printing Solutions        Trade Debt           $257,855
245 Freight Street
Waterbury, CT 06702

Willis of Illinois                  Insurance            $226,952

JTS Direct, LLC                     Trade Debt           $216,628

Boise Paper Solutions               Trade Debt           $205,148

Color Web Printers                  Trade Debt           $170,337

Flint Group North America           Trade Debt           $143,292

Sentry Insurance                    Insurance            $136,357

Catalyst Paper                      Trade Debt           $120,255

Southern Lithoplate                 Trade Debt           $102,313

Central MO Newspapers Inc.          Trade Debt            $87,974

Belleville News-Democrat            Trade Debt            $86,102

King Features Syndicate             Trade Debt            $85,312

Three Z Printing Company            Trade Debt            $81,429

AON Consulting                      Trade Debt            $75,250

Top Marketing USA                   Trade Debt            $66,629

White Birch Paper Company           Trade Debt            $65,985

Arcade Printing                     Trade Debt            $65,118

SP Newsprint Co                     Trade Debt            $62,792

ATEX Inc.                           Trade Debt            $59,194

Express KCS LLC                     Trade Debt            $55,554

Anacoil Corporation                 Trade Debt            $54,892

Simon Roofing & Sheet Metal Co.     Trade Debt            $54,035

Fisher Printing Inc.                Trade Debt            $48,927

Breese Journal & Publishing         Trade Debt            $47,277

Century Tape and Label              Trade Debt            $47,121


LEE ENTERPRISES: Incurs $146.6 Million Net Loss in Fiscal 2011
--------------------------------------------------------------
Lee Enterprises, Incorporated, filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $146.68 million on $756.10 million of total operating
revenue for the fiscal year ended Sept. 25, 2011, compared with
net income of $46.17 million on $780.64 million of total operating
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 25, 2011, showed $1.15
billion in total assets, $1.25 billion in total liabilities and a
$100.89 million total deficit.

KPMG LLP, in Chicago, Illinois, noted that Lee Enterprises the
Company has short-term obligations that cannot be satisfied by
available funds, which raises substantial doubt about its ability
to continue as a going concern.

                        Bankruptcy Filing

The Company said it will make use of a voluntary, prepackaged
filing under Chapter 11 of the U.S. Bankruptcy Code on or about
Dec. 12, 2011, to effect the amendments to its Credit Agreement
and Pulitzer Notes.  This process is not expected to have an
adverse effect on the Company's governance or operations.
Immediately upon filing, the Company will request authority to pay
all suppliers and other vendors without delay, which request is
commonly approved in similar situations.  All the Company's
digital and print products will be published as usual and no
employees will be impacted.  The Company's 50% owned equity
interests in Tucson, AZ and Madison, WI, are not included in the
filing.  Lender and Noteholder balloting related to the Chapter 11
process is expected to be completed on or before Dec. 12, 2011.

The Company expects to complete the restructuring process quickly
and without disruption to our business, likely in 60 days or less
from the date of filing.  The Company has received commitments for
a $40,000,000 debtor-in-possession financing facility that will
provide additional liquidity during the restructuring process and
will, subject to the satisfaction of certain conditions, be
converted into the revolving credit facility under the amended
Credit Agreement upon our emergence from Chapter 11 proceedings.

Support agreements have been executed by 94% of Lenders under the
Credit Agreement and 100% of Noteholders of the Pulitzer Notes and
are in effect as of Sept. 8, 2011, and Dec. 2, 2011, respectively.
Those support agreements require the Lenders and Noteholders to
support the amendments to the Credit Agreement and Pulitzer Notes,
respectively, contemplated in the prepackaged filing.  An
amendment to the Credit Agreement to allow unscheduled principal
payments on the Pulitzer Notes and to facilitate other aspects of
the refinancing process was declared effective on Dec. 2, 2011.

The Company does not expect the refinancing process to affect the
trading of our Common Stock on the NYSE.  The Company is currently
operating under an approved plan, which is subject to periodic
reassessment by the NYSE, to address non-compliance issues,
including the need to increase the average closing price of the
Company's Common Stock to $1 per share.

A full-text copy of the Form 10-K is available for free at:

                        http://is.gd/Q12CPX

                       About Lee Enterprises

Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weeklies.
Revenue for the 12 months ended December 2010 was approximately
$780 million.


LORD & TAYLOR: Moody's Assigns 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Lord &
Taylor Holding LLC; Corporate Family Rating at B1. Moody's also
rated the proposed senior secured term loan at Ba3 and assigned a
Probability of Default Rating at B1. The rating outlook is stable.

The proceeds of the proposed $450 million term loan along with a
$280 million preferred equity investment and a $147 million common
equity investment by the Hudson's Bay Company will be used to
repay about $922 million of Lord & Taylor's debt. Given the terms
of the preferred equity, particularly the 10 year maturity,
Moody's considers it to be a hybrid instrument. Thus, Moody's has
assigned the preferred equity a basket B classification which
results in it being considered 75% debt/25% equity.

These ratings are assigned

Corporate Family Rating at B1

Probability of Default Rating at B1

Senior secured term loan at Ba3 (LGD 3, 42%)

RATINGS RATIONALE

The B1 Corporate Family Rating reflects Moody's expectation for
Lord & Taylor's moderately high leverage to improve over the next
twelve months. It also reflects Lord & Taylor's satisfactory
interest coverage and adequate liquidity. Pro forma for the
transaction, Moody's expects debt to EBITDA to be about 5.4 times
and EBITA to interest expense to be about 2.6 times for the year
ending January 29, 2012.

Additionally, the rating considers Lord & Taylor's small scale
with revenues about $1.4 billion and regional concentration in the
North East where about 85% of its stores are located. In addition,
Lord & Taylor's earnings are also highly seasonal. Last year about
55% of its operating profits and EBITDA being generated during the
Holiday fourth quarter. The ratings are supported by Lord &
Taylor's significant value of its owned real estate relative to
its pro forma debt levels. Positive ratings consideration is also
given to Lord & Taylor solid comparable store sales growth
relative to its industry peer group and its sizable earnings
growth since January 2010.

The stable outlook acknowledges that Lord & Taylor's earnings and
credit metrics will improve over the next twelve months. It also
acknowledges that Lord & Taylor will maintain adequate liquidity
mainly provided by the available balance under its asset based
revolving credit facility which is expected to show improvement
over the long term. The stable outlook also assumes that there
will be no change to Lord & Taylor's operating strategies.

Ratings could be upgraded should Lord & Taylor maintain good
liquidity as reflected by a lower level of reliance on its
revolving credit facility and a higher level of cash balances.
Ratings could also be upgraded should operating performance
improve or debt be repaid such that debt to EBITDA approaches 4.0
times while EBITA to interest expense remains above 2.5 times.

Ratings could be downgraded should liquidity contract from current
levels. A downgrade would also result should operating performance
falter such that debt to EBITDA is likely to remain around 5.5
times or interest coverage approach 2.25 times. A negative outlook
may be assigned should Lord & Taylor become more promotional or
change its fundamental operating strategies leading to a decline
in EBIT margins.

The principal methodology used in rating Lord & Taylor Holdings
LLC was the Global Retail Industry Methodology published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Lord & Taylor Holdings LLC, headquartered in New York, NY,
operates 46 full line departments stores and 3 outlet stores
predominantly located in the North Eastern United States. Upon
completion of the transaction, Lord & Taylor will be wholly owned
by Hudson's Bay Company. Hudson's Bay Company is directly owned by
the Hudson's Bay Trading Company, L.P., a private equity
investment partnership. Lord & Taylor's revenues are about $1.4
billion.


MAGUIRE GROUP: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Maguire Group Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $6,526,196
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $484,926
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $46,275,832
                                 -----------      -----------
        TOTAL                     $6,526,196      $46,760,759

Debtor-affiliates also filed their respective schedules
disclosing:

   Name of Company                         Assets    Liabilities
   ---------------                         ------    -----------
1. The Maguire Corporation                     $0     $1,838,618
2. Maguire Group Holdings, Inc.              $391     $2,098,500
3. East Atlantic Casualty Company, Ltd.      $317        $11,046
4. Maguire Group Architects, Engineers,
   Planners, Ltd.                              $0             $0

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A., serve as
Kurtzman Carson Consultants LLC is the claims and notice agent.
Rasky Baerlein Strategic Communications, Inc., is the
communications consultant.  Maguire Group Holdings estimated
assets at $0 to $50,000 and debts at $1 million to $10 million.


MAGUIRE GROUP: Hires Berkowitz Dick as Financial Advisors
---------------------------------------------------------
Maguire Group Holdings, Inc., et al., have sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Berkowitz Dick Pollack & Brant as financial
advisors.

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A., serve as
Kurtzman Carson Consultants LLC is the claims and notice agent.
Rasky Baerlein Strategic Communications, Inc., is the
communications consultant.  Maguire Group Holdings estimated
assets at $0 to $50,000 and debts at $1 million to $10 million.


MARKET STREET: Wants to Incur $250,000 DIP Loan from Nola Dev't
---------------------------------------------------------------
Market Street Properties, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana for authorization to incur
postpetition unsecured indebtedness from Nola Development
Partners, LLC.

Nola Development has provided the Debtor $50,000, on an emergency
basis, and is willing to provide an additional line of credit of
$200,000.

The Debtor would use the funds to operation its business
operations.

The terms of the postpetition financing includes:

   1. Nola Development committed to provide a total of $250,000;

   2. the loan or advance is on an unsecured basis, with Nola to
   receive interest at a rate of 10% per annum and priority as an
   administrative expense claim, but subordinate to any priority
   administrative claims of allowed professional fees in the case,
   and the fees of the U.S. Trustee and the Court costs; and

   3. repayment of the advance may be made when funds become
   available from movie location fees, release of monies held by
   the DIP lender or other sources of revenues that the Debtor may
   obtain.

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at Lugenbuhl Wheaton
Peck Rankin & Hubbard, in New Orleans.  Cupkovic Architecture LLC
serves as the Debtor's architect; and Patrick J. Gros, CPA, as
accountant.  James E. Fitzmorris, Jr., serves as political
consultant and advisor.  No trustee or examiner has been appointed
in the case. The Company disclosed $52,404,026 in assets and
$26,848,596 in liabilities as of the Chapter 11 filing.

No official committee of unsecured creditors has yet been
established in the Debtor's case.


MCCLATCHY CO: Saba Capital Holds 4.1% of Class A Shares
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Saba Capital Management, L.P., and its affiliates
disclosed that, as of Nov. 29, 2011, they beneficially own
2,482,351 shares of Class A common stock of The McClatchy Company
representing 4.1% of the shares outstanding.  The Company's Form
10-Q filed on Nov. 3, 2011, indicates that the total number of
outstanding shares of Class A Common Stock as of Oct. 28, 2011,
was 60,605,396.  A full-text copy of the Schedule 13D is available
for free at http://is.gd/6YXJji

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Sept. 25, 2011, showed
$2.98 billion in total assets, $2.76 billion in total liabilities
and $214.83 million stockholders' equity.

                           *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MCCLATCHY CO: Bestinver Gestion Owns 5.15% of Class A Shares
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Bestinver Gestion S.A., SGIIC, disclosed that, as of
Dec. 9, 2011, it beneficially owns 3,122,623 shares of Class A
common stock of The McClatchy Company representing 5.15% of the
shares outstanding.  The Company's Form 10-Q filed on Nov. 3,
2011, indicates that the total number of outstanding shares of
Class A Common Stock as of Oct. 28, 2011, was 60,605,396.  A full-
text copy of the Schedule 13D is available at http://is.gd/GHcN4M

                     About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Sept. 25, 2011, showed
$2.98 billion in total assets, $2.76 billion in total liabilities
and $214.83 million stockholders' equity.

                           *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MEMC ELECTRONICS: Moody's Reviews 'B1' CFR for Downgrade
--------------------------------------------------------
Moody's Investors Service placed the long-term ratings of MEMC
Electronic Materials, Inc. debt under review for possible
downgrade -- corporate family, probability of default and senior
notes at B1. Moody's also lowered the speculative grade liquidity
rating to SGL-3 from SGL-2.

This rating review follows MEMC's announcement of an anticipated
fourth quarter $700 million restructuring charge, an amount
roughly equal to the reported sales for the third calendar
quarter. The SGL downgrade reflects the lower than expected
liquidity position, which results from negative free cash flow and
the cash restructuring costs.

The review will focus on potential profitability and cash flow
under MEMC's business model, which is evolving to asset-lite,
polysilicon sourcing risks, the performance risk under MEMC's
existing contracts and the ability to renegotiate contracts to
reflect current market conditions. Additionally, Moody's will
review management's strategy for the solar operations, which are
being consolidated, and the liquidity profile following the cash
restructuring charges and the prospects for diminished free cash
flow.

According to MEMC, the restructuring will include a workforce
reduction, reduction of production capacity, and consolidation of
the solar business. Cash restructuring charges are anticipated to
total $180 million over time, with the intent to right-size the
business in the face of stiff Chinese competition in the solar
wafer segment and weakness in the broader semiconductor market.

Rating downgraded:

Speculative Grade Liquidity to SGL-3 from SGL-2

Ratings placed under review for possible downgrade:

B1 Senior Unsecured Rating

B1 Corporate Family Rating

B1 Probability of Default.

The principal methodology used in rating MEMC is the Global
Semiconductor Industry Methodology published in November 2009.

MEMC, headquartered in St. Peters, MO, is a leading supplier of
polysilicon semiconductor and solar wafers to semiconductor
foundries, IDMs (integrated device manufacturers) and solar
cell/module manufacturers. Through its SunEdison (SE) subsidiary,
MEMC also develops, constructs and operates solar energy power
projects.


METAL SERVICES: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family (CFR)
and probability of default rating to Metal Services LLC, which
does business as Phoenix Services LLC. Concurrently, Moody's has
assigned a Ba3 rating to the company's proposed $245 million first
lien credit facilities. Roughly $60 million mezzanine debt held by
Olympus Partners, Phoenix's private equity sponsor, is expected to
be rolled over as part of the financing transaction. The proceeds
from this proposed financing are expected to be used to refinance
existing debt, to finance the acquisition of a leading French
steel mill services provider, and for general corporate purposes.
The rating outlook is stable.

These ratings have been assigned subject to completion of the
financing transaction and review of final documentation:

B1 Corporate Family Rating;

B1 Probability of Default Rating;

Ba3 (LGD3, 38%) on the proposed $30 million first lien revolving
credit facility due 2016;

Ba3 (LGD3, 38%) on the proposed EUR45.6 million ($60 million
equivalent) first lien term loan A due 2016;

Ba3 (LGD3, 38%) on the proposed $140 million first lien term loan
B due 2017; and

Ba3 (LGD3, 38%) on the proposed $15 million first lien delayed
draw term loan B due 2017.

RATINGS RATIONALE

The B1 CFR reflects the modest size of the company, customer
concentration with ArcelorMittal, and material growth capital
expenditure requirements for any new service contracts Phoenix
signs in the future. Moody's notes, however, that revenues from
such capex generally begin immediately upon contract start date.
The rating also considers potential risks related to the
integration of the French acquisition which could divert
management's focus as more than a third of revenues post-
acquisition could come from France, and the company's dependence
on the volatile and highly cyclical steel industry. However,
Phoenix's business model, which allows for fixed fees, tiered
pricing, and highly variable cost structure, combined with three
new contracts that will begin in early 2012, should continue to
help maintain strong operating results over the intermediate term
even if macro-economic uncertainties pressure capacity utilization
rates somewhat from their current levels. The rating is further
supported by Phoenix's attractive EBITDA margins and strong credit
metrics for the rating category, pro-forma for the acquisition and
financing transactions. The rating also benefits from the relative
predictability of the company's revenues and earnings, long-term
contracts with a blue-chip customer base within steel industry,
newer tangible assets, and good market positions in the U.S. and
in Europe.

The stable outlook reflects Moody's expectation that leverage will
be below 3 times and free cash flow will be at least breakeven to
modestly positive over the intermediate term as the company
allocates cash flow to its potential growth initiatives in form of
new service contracts and sites.

Moody's anticipates that growth over the next two years in both
the U.S. and internationally will be funded through a combination
of internally generated cash flow and proceeds from the proposed
$15 million delayed draw term loan. The current ratings anticipate
that the proposed revolver will remain largely undrawn over this
timeframe, and that management will continue to follow a
conservative financial philosophy and approach towards growth.

The Ba3 ratings on the proposed senior secured facilities reflect
their first lien priority on substantially all of Phoenix's assets
post-acquisition, and their seniority in the capital structure
relative to mezzanine debt. The ratings also benefit from the
flexibility afforded by the company's ability to PIK a portion of
the interest associated with the mezzanine debt. Covenants are
expected to include both leverage and fixed charge coverage ratios
set with adequate cushion.

Moody's would view excessive reliance by Phoenix on its revolver
especially to fund growth as inconsistent with the current ratings
and outlook. If such behavior persisted, ratings pressure would
likely build. Further, the loss of a material contract or leverage
sustained above 4x for an extended period could have negative
rating implications. Moody's could also consider a negative
outlook or downgrade if it were to expect a meaningful decline in
site level margins, a deterioration in liquidity, or sustained
negative free cash flow.

A ratings upgrade is not viewed as likely in the near term given
the current modest absolute size of the company's value added
revenues, the relatively short time period during which the
company has been in existence, and the pending acquisition that
Moody's somewhat views as transformative, although not one that is
inherently fraught with risk. Improved customer and geographical
diversity, a larger revenue base, and continued adherence to a
relatively conservative leverage and liquidity profile would be
viewed positively.

The principal methodology used in rating Metal Services LLC was
the Global Steel Industry Methodology published in January 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Metal Services LLC (dba Phoenix Services LLC), headquartered in
Kennett Square, Pennsylvania, is majority owned by Olympus
Partners and is a provider of on-site steel mill services such as
handling and processing of slag, metal recovery, and other
ancillary services. It has agreed to acquire a leading France
based steel mill services company.


MF GLOBAL: Tried To Fill $1-Billion Shortfall, Says NYT
-------------------------------------------------------
After MF Global discovered a nearly $1 billion shortfall in
customer money in the early hours of October 31, the brokerage
firm lined up a last ditch effort, which proved to be ultimately
unsuccessful, to fill the hole, according to people briefed on
the matter, Ben Protess and Michael J. de la Merced of The New
York Times reported on November 29, 2011.

The report related that at that time, the revelation of missing
money was about to scuttle a last-minute deal to sell part of MF
Global to another brokerage firm.  MF Global executives
"scrambled to assemble money from a variety of sources, including
its own accounts at banks and clearings houses," said the people
who asked not to be named because of pending investigations on
the collapse of the brokerage firm, the NYT related.

According to the NYT, the firm was ready to proceed with the wire
transfers but was forced to abort at the last second.  Hours
later, MF Global filed for bankruptcy protection and within days
Jon Corzine stepped down from his post as the firm's chief
executive, the report said.

The NYT related that details surrounding the failed transfers are
spotty though investigators have criticized the poor condition of
MF Global's books, which may have presented an incorrect picture
of how much money the firm had at the time.  It could be that MF
Global lacked the necessary money to complete the transfers, the
NYT said.  It could also be that the firm's banks, including
JPMorgan Chase, may have needed additional time to verify its
account balances, the NYT stated.  The NYT said the reason that
MF Global's books and records were in disarray may be partly due
to a flurry of asset sales that the firm made in its last week in
a frenzied effort to raise money.

The NYT further noted that the cause of the initial shortfall
remains to be subject of investigations by federal regulators and
the U.S. Department of Justice.  The actual amount of the
shortfall itself is disputed with estimates ranging from $600
million to more than $1.2 billion, the report said.

What is clear to investigators is that MF Global improperly used
customer funs for its own needs during its final chaotic days,
people with knowledge of the inquiries told the NYT.  The move
violated a fundamental Wall Street rule: customer money must
remain separate from company cash, according to the NYT.

The people with knowledge of the inquiries further disclosed that
about $200 million in customer money that has been missing
surfaced at one point at JPMorgan in UK during that last week,
the NYT relayed.  The NYT said the discovery of the $200 million
could prove to be a major breakthrough in the search for the
missing funds, noting that hundreds of millions of dollars in
customer money however remain unaccounted for.

MF Global sent the $200 million to JPMorgan, certain people close
to the investigations believe, after it overdrew an account at
bank, the NYT relayed.  While JPMorgan raised questions about the
money, it never received assurances from MF Global, the report
noted.  It is also possible that JPMorgan no longer holds the
money having served only as a middleman between MF Global and its
trading partners, 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: Lawmakers Blast Futures Regulator for Mess
-----------------------------------------------------
U.S. lawmakers blasted the Commodity Futures Trading Commission
and its chairman Gary Gensler for his agency's role in the
collapse of MF Global at a Dec. 1 senate hearing, Christopher
Doering and Sarah N. Lynch of Reuters reported.

Investigators are still searching for more than $1.2 billion in
missing customer money, which regulators said the firm may have
diverted for its own needs, Reuters said.

Reuters recalled that Mr. Gensler recused himself from the CFTC's
probe into the failed brokerage firm after it filed for
bankruptcy.  Mr. Gensler and Jon Corzine worked together at
Goldman Sachs Group Inc. in the 1990s, the report disclosed.

"It looks to me like you're trying to avoid the heat," U.S.
Senator Mike Johanns said of Mr. Gensler's recusal from the MF
Global probe, Reuters relayed.  "You certainly did not recuse
yourself all of the other weeks and months and days while MF
Global was doing what it was doing," the senator said.

Mr. Gensler defended himself, saying that although he did not
recuse himself immediately, he did so as soon as the CFTC
prepared for possible civil and criminal charges, Reuters
related.  "Lawyers assured me there were no legal or ethical
reasons, but I thought it could be a distraction in the media and
the press," Mr. Gensler explained to the lawmakers, Reuters
relayed.

The Dec. 1 hearing was the first in a series of Congressional
hearings that will examine whether regulators could have done
more to prevent the failure of MF Global and protect investors,
traders and farmers who may be out of hundreds of millions of
dollars, Reuters said.  Before its collapse, MF Global had about
half a dozen regulators policing various parts of the firm,
including the CFTC, the U.S. Securities and Exchange Commission
and industry watchdogs like the Chicago Mercantile Exchange,
Reuters noted.  No single regulator however was responsible for
the whole company, the report said.

"We need to get to the bottom of exactly what happened with MF
Global," U.S. Senator Pat Roberts of the Senate Agriculture
Committee was quoted by Reuters as saying.  "Unfortunately, the
manner in which Mr. Gensler chose to step aside and recuse
himself has raised more questions than it has answers," the
senator added.

At the Dec. 1 hearing, Senate Agriculture Committee Chairwoman
Debbie Stabenow asked Mr. Gensler and SEC Chairman Mary Schapiro
why MF Global had gotten clean bills of health months before its
failure and the revelation of its messy books, Reuters relayed.

The SEC reasoned that its ability to check the firm was limited
because it has few resources and is forced to rely on industry
watchdogs, Reuters disclosed.  For its part, the CFTC explained
that it does not examine any of the futures commission merchants
itself and instead is 100 percent reliant on self-regulatory
organizations to oversee them, the report relayed.  "We have 125
futures commission merchants and 40 or 50 of them are large
enough to be clearing members at the CME.  We don't examine any
of them," Mr. Gensler told the panel, according to Reuters

Following MF Global's collapse, the CFTC, the CME and the
National Futures Association are reviewing FCMs to ensure that
customers' funds were being properly segregated from firm money
in accordance with the Commodity Exchange Act and CFTC
regulations, according to Reuters.  The CFTC expects to complete
its review this month, Mr. Gensler disclosed, the report relayed.
The CFTC is also looking at whether audits can be improved, the
report added.

Mr. Gensler also indicated that the CFTC is doing a wholesale
review to make sure there are enough protections for customer
funds, Reuters relayed.  "The economic welfare of the U.S. relies
on people being able to protect themselves against price risks --
of corn or oil or wheat or interest rates going up or down," Mr.
Gensler was quoted in a Bloomberg News report as saying.
Notably, many of MF Global's customers were farmers who used
futures accounts to hedge prices for grain and other products,
Bloomberg said.

In light of the clamor from Congress, the CFTC acted on a delayed
rule that will restrict how brokers can invest customer funds,
after about $1.2 billion of funds went missing before MF Global
sought for bankruptcy protection, a separate Bloomberg News
report relayed.

In a 5-0 vote in favor of the rule, the rule dubbed as "MF rule"
will curb how brokers can invest clients' margin in money market
funds, and ban investments in foreign sovereign debt and in-house
transactions like repurchase to maturity agreements, according to
Bloomberg. The rule overturns a policy, instituted in 2005, that
let brokers invest client funds in in-house transactions, the
report disclosed.  The rule also bans such trades by brokers who
earn interest income by investing the funds, while allowing deals
with third parties, the report noted, citing a CFTC summary.

The rule was delayed by a fierce lobbying campaign by Mr.
Corzine, who was chief executive of MF Global at that time,
according to a separate report by Ben Protess of The New York
Times.  The rules were unnecessary, Mr. Corzine argued, because
federal laws already prevented brokerage firms from mixing client
money with company money, the report recalled.  The brokerage
firm however broke that sancrosanct rule in its final days, the
report said.

Regulators are also examining MF Global's risky bets on European
sovereign debt, positions that caused a crisis of confidence
among ratings agencies, the firm's creditors and regulators, the
NYT stated.  MF Global financed those positions through off-
balance-sheet deals known as "repurchase to maturity"
transactions, according to the report.

Bloomberg reported that while MF Global disclosed in a May 20
filing that its net holdings among five European countries was
$6.3 billion, it also said the figure was "net of hedging
transactions."  The firm had actually expanded its bets to $11.5
billion as of June 30, according to data in the SEC filings,
according to Bloomberg.

Against this backdrop, lawmakers wondered why MF Global was
allowed to keep regulators in the dark about those transactions,
the NYT stated.

"That is a loophole so big you can drive a Mack truck through
it," Senator Kent Conrad was quoted by the NYT as saying.  "If
that's not closed, we should ask ourselves what we're doing."

Ms. Schapiro responded that the SEC was already considering such
a crackdown, the NYT relayed.  The agency, Ms. Schapiro said, was
also investigating whether MF Global violated accounting rules.
"We are investigating very carefully both the accounting
treatment and the disclosure by the firm," she said at the
hearing.

Ms. Schapiro also acknowledged that the SEC will do a "lessons-
learned review" on MF Global, Reuters relayed.  "What broke down
here was the framework for the protection of customer assets
based on the actions by this firm which ... may well have been
illegal," she was quoted in the report as saying.

The Senate Agriculture Committee will convene a second hearing on
the matter on December 13, the NYT 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: Mixed Funds, Made Transfers Abroad, Says Probe
---------------------------------------------------------
Regulators investigating the collapse of MF Global determined
that the firm combined money between securities and futures
accounts owned by customers, and transferred funds outside the
country to at least one entity, a source told Reuters.

"The further we get into (the investigation) the more complex it
is . . . but we're making progress," the source said, adding that
the commingling and transferring of money is making it hard for
regulators to determine what money belongs where, according to
the Reuters report.

An official familiar with the matter related that MF Global took
futures segregated money and put it into the account for customer
securities, essentially mixing futures and securities that were
owned by customers, Reuters disclosed.

Reuters related that until now, it was believed that only
customer futures accounts were affected.  The source revealed to
Reuters that MF Global had been using customer funds for "several
days if not weeks" rather than just a few days before the firm
collapsed.  This disclosure was contrary to what regulators
previously thought that the firm was using customer funds on the
Thursday and Friday before it filed for bankruptcy, Reuters said.
Reuters recalled that the CME Group said it found no issues with
the customer money per review of the company's books a week
before the bankruptcy.

If MF Global started improperly dipping into its customers'
accounts long before the firm's collapse, the allegation would
raise questions of why the regulators and auditors failed to spot
that behavior, Reuters wrote.  Indeed, a recent Congressional
hearing questioned the extent of the U.S. Securities and Exchange
Commission's and the Commodity Futures Trading Commission's
oversight and regulation of the brokerage firm before its
collapse.

"Establishing the specifics of what happened is key to figuring
out how the system failed and how to fix it going forward," U.S.
Senator Chuck Grassley of Iowa said in a statement, Reuters
relayed.  "Congress will need to keep drilling down."

A separate report by Dow Jones' Daily Bankruptcy Review related
that MF Global Ltd. admitted to federal regulators that money had
been diverted out of customer accounts, citing a federal official
who said the move violated the 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: Sen. Shelby Writes to Futures Agency
-----------------------------------------------
U.S. Senator Richard C. Shelby of the Senate Committee on
Banking, Housing and Urban Affairs, wrote to Inspector General A.
Roy Lavik of the Commodity Futures Trading Commission, seeking a
review of the oversight and regulation by the Commodity Futures
Trading Commission of MF Global Inc.

In a November 30, 2011 letter, Mr. Shelby pointed out that
thousands of customers have been denied access to their funds
and, as a consequence, many are facing tremendous hardships.
"The fact that all of MFGI's customer funds cannot be accounted
for raises serious public policy concerns," he said.

Mr. Shelby thus asked, once the immediate concerns about
customers' access to their funds are addressed, the CFTC to file
with the Committee a report on the agency's oversight and
regulation of MFGI.  The report should include:

1) A detailed account of the CFTC's role in overseeing and
  regulating MFGI, including an assessment of whether its
  oversight and regulation of MFGI differed in any material way
  from its oversight and regulation of other futures commission
  merchants;

2) A detailed account of how the CFTC coordinated with the
  Chicago Mercantile Exchange ("CME"), the designated self-
  regulatory organization for MFGI, in overseeing MFGI's
  customer segregated funds;

3) A summary of relevant examination manuals or other guidance
  for staff involved in overseeing and regulating MFGI or
  monitoring the CME's oversight of MFGI;

4) An analysis of whether and how the CFTC's oversight of MFGI
  changed after the CFTC's enforcement actions against MFGI in
  December 2007 and December 2009;

5) An analysis of the CFTC's role in the determination that
  caused MFGI to increase its net capital in August 2011;

6) An analysis of the CFTC's activities with respect to MFGI in
  the week prior to the liquidation;

7) An analysis of whether CFTC Chairman Gary Gensler's decision
  to recuse himself from matters relating to the MFGI
  investigation is consistent with the CFTC's official recusal
  policy; and

8) An analysis of whether and how a decision by CFTC Chairman
  Gary Gensler to recuse himself from previous matters relating
  to MFGI would have been consistent with the CFTC's official
  recusal policy.

                         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: Jamie Parisi Defends CME Handling OF MFG Collapse
------------------------------------------------------------
The CME Group said it was over collateralized when it came to MF
Global's customer positions in CME's clearinghouse," Jamie
Parisi, CME's chief financial officer told investors during a Web
cast presentation, Tom Polansek of Reuters reported.

Mr. Parisi made clear at the Keefe, Bruyette & Woods conference
in New York that a shortfall in money at MF Global was an issue
between MF Global and its customers, Reuters relayed.

"Our clearinghouse did a fantastic job around this," Mr. Parisi
said of CME's performance, the report noted.

Mr. Parisi's comments came as customers who had open positions
and cash in MF Global accounts continue to wait for the return of
their money, the report stated.  Customers insisted that CME
should have exercised greater oversight of MF Global before its
bankruptcy, with some calling for the exchange to compensate them
for their losses while the trustee overseeing the liquidation of
MF Global Inc. searches for the missing funds, the report noted.

Reuters explained that the CME was MF Global's main regulator at
the exchange level. It performed an audit on the brokerage days
before its bankruptcy, which was caused by bad bets on European
sovereign debt, the report noted.  The CME recently expanded the
size of a guarantee to help expedite the return of client cash to
$550 million from $250 million, the report stated.

Mr. Parisi downplayed complaints about delays in returning money
to customers, according to Reuters.  "There's been some delay in
returning the funds, but when you compare it to other just
general bankruptcy situations, it's been a very quick return of a
substantial amount of funds," the CEO was quoted by Reuters as
saying.

                         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: Collapse Reportedly Affects Farm Decisions
-----------------------------------------------------
Tom Polansek of Reuters reported that MF Global's collapse has
begun to impact farm decisions that can directly affect output.

Farmers are among the thousands of former MF Global clients who
are missing money from the brokerage firm, said Mr. Polansek.
Indeed, the bankruptcy had an immediate impact on farmers'
abilities to hedge their crops at grain exchanges, according to
the report.  Many had to liquidate positions or put up additional
cash to meet margin calls after their accounts were transferred
from MF Global to other brokerages, the report noted.

For the first time in 25 years, Minnesota farmer Dean Tofteland
has missed his deadline to buy seed for next spring's corn and
soybean crops, Reuters disclosed.  With $200,000 of his money yet
to be returned, the farmer has missed a $5,000 discount for early
buyers of seed, the report said.

As the latest sign of how MF Global's failure is continuing to
cascade across the commodity industry, Mr. Tofteland and other
farmers who have yet to recover more than a third of their money
now find themselves in a cash crunch that risks rippling far
beyond the futures market, Mr. Polansek wrote.  Some farmers, the
report revealed, have to postpone purchases of land or equipment.
While Mr. Tofteland expects to sow his 1,000 acres of land, he
may have to borrow to do so, the report said.

The delay in returning billions of dollars in customer funds
threatens to cloud the outlook for U.S. crops, according to
farmers who have been ratcheting up pressure on the trustee
overseeing the liquidation of MF Global Inc. to disperse any cash
he secures, Reuters stated.

The report noted that farmers were caught off guard by the
disappearance of their money because it was held in segregated
accounts considered to be immune from troubles at brokerages.
Now, farmers worry the cost of doing business could go up
permanently due to the increased risk of keeping money in
segregated accounts, making it more expensive to produce crops,
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)


MICHAELS STORES: Moody's Says Loan Extension No Impact on B3 CFR
----------------------------------------------------------------
Moody's Investors Service stated that Michaels Stores B3 Corporate
Family Rating and positive rating outlook are not immediately
affected by the company's proposed transaction to extend the
maturity date of a portion of its Term Loan B from October 2013 to
October 2016.

Michaels' B3 Corporate Family Rating reflects the company's still
significant debt burden, with debt/EBITDA of 6.3 times as of its
most recent fiscal year end. It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins. The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business. Michaels' ratings also reflect its very
good liquidity profile. The positive rating outlook reflects
expectations that ratings could be upgraded if the company
continues to improve key credit metrics over the near term. This
reflects Moody's expectations that the company can maintain
positive revenue growth, stable to slightly improving operating
margins, while also reducing debt with available cash. The
proposed transaction does not fully address the company's 2013
debt maturity requirements, but Moody's does think this action is
an positive step addressing these requirements.

The principal methodology used in rating Michaels Stores, Inc. was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


MORGAN'S FOODS: Adam Bradley Discloses 6.8% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Adam Bradley and his affiliates disclosed that, as of
Dec. 1, 2011, they beneficially own 202,066 shares of common stock
of Morgan's Foods, Inc., representing 6.88% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/GN1bo7

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $988,000 on $89.9 million of
revenues for the fiscal year ended Feb. 27, 2011, compared with
net income of $396,000 on $90.5 million of revenues for the fiscal
year ended Feb. 28, 2010.

The Company's balance sheet at Aug. 14, 2011, showed $42.91
million in total assets, $42.75 million in total liabilities and
$161,000 in total shareholders' equity.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.


MOSAID TECHNOLOGIES: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Ottawa-based technology licensing
company MOSAID Technologies Inc. The outlook is stable. On a pro
forma basis, Standard & Poor's expects the company to have
about $215 million of reported debt outstanding, including $30
million of sponsor-owned subordinated payment-in-kind (PIK) debt.

"At the same time, we assigned our 'BB-' issue-level rating (two
notches higher than the corporate credit rating on the company),
and '1' recovery rating, to MOSAID's proposed $155 million senior
secured credit facilities. The facilities are composed of a $150
million term loan B due 2016 and a $5 million revolving credit
facility (undrawn at transaction close) due 2014. The '1' recovery
rating indicates our expectations of very high (90%-100%)
recovery in the event of default," S&P said.

"These rating assignments follow the planned C$590 million
leveraged buyout of MOSAID by an affiliate of U.S.-based private
equity investor Sterling Partners," said Standard & Poor's credit
analyst Madhav Hari.

Sterling (not rated) expects to fund the transaction with a $150
million senior secured term loan, $35 million of mezzanine debt,
$30 million of subordinated sponsor-owned PIK notes, about C$307
million of equity, and about C$84 million of surplus cash at
MOSAID, with the remaining consideration derived from management
rollover equity and option proceeds. Standard & Poor's assumes the
purchase transaction and related funding will close in December
2011.

"The ratings on MOSAID are largely driven by the company's highly
leveraged financial risk profile characterized by Standard &
Poor's pro forma adjusted debt to EBITDA in the mid-6x range based
on our fiscal 2012 expectations, weak pro forma cash flow
protection measures, and an aggressive financial policy given the
company's leveraged capital structure and financial sponsor
ownership. The ratings also reflect our assessment of a fair
business risk profile owing to what we consider its relatively
small scale, limited product diversity, high customer
concentration, and uncertainty with respect to litigation
outcomes. These factors are somewhat mitigated, we believe, by the
strength of MOSAID's intellectual property patent portfolio in
areas of dynamic random access memory and Wi-Fi wireless (which
combined generated about 95% of the company's fiscal 2011
revenue), the company's history of contract renewals and new wins
(through successful litigation), reasonable near-term revenue
visibility (we expect more than 50% of MOSAID's annual revenue in
each of the next few years to be derived from contracts currently
in place), and good profit margins and cash generation," S&P said.

As a patent management company, MOSAID primarily derives its
revenue by entering into licensing agreements with third parties
that use its patented technologies. The company aims to monetize
its portfolio of about 5,400 intellectual technology patents by
identifying patent infringement(s) and seeking compensation
through litigation and eventual negotiation. Compensation is
typically provided through fixed recurring payments or running
royalties. MOSAID operates in two primary markets, semiconductors
(66% of fiscal 2011 revenue) and communications (34%), and has a
strong intellectual property (IP) position in areas such as DRAM
memory and Wi-Fi wireless. For the 12 months ended Oct. 31, 2011,
the company reported revenue and pro forma EBITDA (excluding
estimated public company costs of about C$2 million) of C$81
million and C$44 million," S&P said.

"The stable outlook reflects what we view as MOSAID's significant
base of high-margin currently in-place contracted revenue from
large vendors in the memory and wireless markets, which we expect
will provide more than half of the company's annual revenue in
each of the next few years. This good near-term cash flow
visibility should support additional growth initiatives and some
debt reduction as required under its bank credit agreements. As
such, we believe the company should be able to improve its
relatively high debt leverage of about 6.5x to our 5.0x target for
the ratings in the next couple of years. Ratings downside would
come from adjusted debt leverage and corresponding credit measures
weakening from current levels likely owing to the loss of a large
customer or high and prolonged litigation expenses -- factors that
could also affect the company's liquidity. Ratings upside is
currently constrained by MOSAID's weak credit metrics for the
ratings and potential time to materially improve these given the
company's business profile," S&P said.


MRA PELICAN: Fannie Mae Wants Receiver to Turn Over Property
------------------------------------------------------------
Fannie Mae asks the U.S. Bankruptcy Court for the Southern
District of Florida to:

   -- issue a declaratory judgment finding that the funds held by
   Margaret Smith, the receiver of MRA Pelican Pointe Apartments,
   LLC, are the property of Fannie Mae; and

   -- direct the receiver to turn it over to Fannie Mae.

Fannie Mae possesses a duly perfected security interest in all of
the collateral located at the property -- a certain multifamily
project commonly known as "Whispering Isles Apartments," located
at 250 West Sample Road, Pompano Beach, Florida.

Fannie Mae also asks that all future receivership funds must be
turned over to Fannie Mae on or before the 15th day of each
succeeding month while the receiver is in possession of the
property.

                         About MRA Pelican

MRA Pelican Pointe Apartments, LLC, owns an apartment complex
commonly known as Whispering Isles Apartments in Pompano Beach,
Florida.  As of the Petition Date, the mangers of the Debtor are
Aryeh Kieffer and Samuel Weiss.  As of the Petition Date, the
shareholders of the Debtor are as follows: (i) 1087 Flushing
Avenue Properties, Inc., who owns 38.99% of the Debtor, and (ii)
Samuel Weiss, who owns 61.01% of the Debtor.

Pre-bankruptcy, Fannie Mae initiated a foreclosure action against
the property  in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida.  At Fannie Mae's behest, Margaret
Smith of Glass Ratner Advisory & Capitol Group LLC was appointed
as receiver.  The receiver has administered and operated the
apartment complex since May 17, 2011.

MRA Pelican filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case
No. 11-32457) on Aug. 10, 2011.  Addison Advisors' Mr. Kieffer
signed the petition.  Bradley S. Shraiberg, Esq., and Bernice C.
Lee, Esq. at Shraiberg, Ferrara, & Landau P.A., in Boca Raton,
Fla., represent the Debtor in its restructuring efforts.  In its
amended schedules, the Debtor disclosed $13,226,852 in assets and
$14,809,364 in liabilities.

Fannie Mae is represented by Gary M. Freedman, Esq., and Mark S.
Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.

The U.S. Trustee said that until further notice, an official
committee under 11 U.S.C. Sec. 1102 will not be appointed in the
bankruptcy case of MRA Pelican Pointe Apartments, LLC.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


MT. VERNON: Hires Alex Cooper as Broker and Auctioneer
------------------------------------------------------
Mt. Vernon Properties, LLC, asks for permission from the U.S.
Bankruptcy Court for the District of Maryland to employ Alex
Cooper Auctioneers, Inc., as its broker and auctioneer to conduct
an auction of the real properties subject to the liens of City
National Bank, Fannie Mae, First Mariner Bank, Colombo Bank and
Carrolton Bank.

In connection with the Sale Motion, the Debtor has reached an
agreement with Alex Cooper to market the Properties and conduction
the auction sale of the Properties.  Subject to the Court?s
approval, below is a summary of the principal terms of the
agreement between the Debtor and Alex Cooper:

   (a) Commission and Fees: In the event the auction sale is
       cancelled prior to the Sale Date, Alex Cooper?s auction fee
       will be $300 per Property.  If the sale is cancelled on the
       Sale Date or bought-in by a Lender, the auction fee will be
       $500 per Property.  If any Property is sold to a third
       party, a buyer?s premium of 5% will be added to the auction
       bid price and included in the contract purchase price.

   (b) Marketing Budget: The marketing budget of the sale of the
       Properties will not exceed $7,500.  Alex Cooper will take
       the necessary steps to properly promote the Properties up
       to the marketing budget cap in order to maximize exposure
       and sale results.

Paul R. Cooper, Vice President of Alex Cooper, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

Alex Cooper will file a final fee application that sets forth a
summary of the commission earned in connection with the sale of
the Properties, and all marketing expenses in connection with such
sales.

                 About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com --
at Meridian Law, LLC, in Baltimore, serves as bankruptcy counsel.
The Debtor disclosed $10,237,448 in assets and $15,064,059 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Ronald Persaud, managing member of Mt. Vernon Properties II
LLC, the Debtor's sole member.

First Mariner Bank, a cash collateral lender, is represented by
Susan J. Klein, Esq., and Lawrence D. Coppel, Esq., at Gordon,
Feinblatt, Rothman, Hoffberger & Hollander, LLC.


MUSCLEPHARM CORP: Amends Stock Purchase Agreement with Carriage
---------------------------------------------------------------
MusclePharm Corporation, on Dec. 8, 2011, executed an amendment
to a stock purchase agreement, dated July 7, 2011, by and between
the Company and Carriage Group, LLC.  Pursuant to the Original
Agreement, the Company issued 20,000,000 shares of the Company's
common stock, par value $0.001 per share, to Carriage in exchange
for an aggregate purchase price of $500,000, or $0.025 per share.
The executed Amendment changes the purchase price of $0.025 to
$0.0125, resulting in an additional issuance to Carriage of
20,000,000 shares of Common Stock, for an aggregate issuance of
40,000,000 shares of Common Stock.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company had a net loss of
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.

The Company also reported a net loss of $12.33 million on
$13.07 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.67 million on $3.13 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.71 million in total assets, $10.86 million in total
liabilities, and a $5.14 million total stockholders' deficit.


MUSCLEPHARM CORP: Registers 126.4 Million Common Shares
-------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the resale of 126,400,000 Shares of the Company's common stock,
par value $0.001 per share, by selling security holders, including
(i) 12,000,000 Put Shares that the Company will put to Southridge
pursuant to the Equity Purchase Agreement, (ii) 82,000,000
Purchase Shares, and (iii) 32,400,000 Warrant Shares.

The Equity Purchase Agreement provides that Southridge is
committed, at the Company's sole option, to purchase up to
$10,000,000 of the Company's common stock.  The Company may draw
on the facility from time to time, as and when the Company
determines appropriate in accordance with the terms and conditions
of the Equity Purchase Agreement.

Southridge is an "underwriter" within the meaning of the
Securities Act of 1933, as amended, in connection with the resale
of the Put Shares under the Equity Purchase Agreement.  No other
underwriter or person has been engaged to facilitate the sale of
the Put Shares in this offering.  This offering will terminate 24
months after the registration statement to which this prospectus
is made a part is declared effective by the SEC.  Southridge will
pay the Company 94% of the average of the lowest closing bid price
of our common stock reported by Bloomberg, LP, in any two trading
days, consecutive or inconsecutive, of the five consecutive
trading day period commencing the date a put notice is delivered.

The Company will not receive any proceeds from the sale of the
Shares.  However, the Company will receive proceeds from the sale
of the Company's Put Shares under the Equity Purchase Agreement.
The proceeds will be used for working capital or general corporate
purposes.  The Company will bear all costs associated with the
registration of the Shares under the Securities Act.

The Company's common stock is quoted on the OTCBB under the symbol
"MSLP.OB."  The Shares registered hereunder are being offered for
sale by the Selling Security Holders at prices established on the
OTCBB during the term of this offering.  On Dec. 7, 2011, the
closing bid price of the Company's common stock was $0.01 per
share.  These prices will fluctuate based on the demand for the
Company's common stock.

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

                        http://is.gd/CXzx43

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company had a net loss of
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.

The Company also reported a net loss of $12.33 million on
$13.07 million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.67 million on $3.13 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.71 million in total assets, $10.86 million in total
liabilities, and a $5.14 million total stockholders' deficit.


NEBRASKA BOOK: Won't be Out of Bankruptcy Until March
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Nebraska Book Co. filed under Chapter 11 in
June with a deal in place to emerge quickly from reorganization,
it's now clear that the college bookseller won't be out of
bankruptcy until March, if then.

The report relates that the confirmation hearing for approval of
the reorganization plan, previously postponed until Dec. 19, was
pushed back three more months, to March 22, according to a court
filing.  The voting deadline was extended to March 13.

Mr. Rochelle relates that Nebraska Book was unable to confirm the
plan worked out before bankruptcy given an inability to secure
$250 million in outside financing.  Currently, the company's
exclusive period for proposing a plan is set to expire on Jan. 23.

The plan in limbo would have paid off first- and second-lien debt
in full, while giving most of the new equity to subordinated
noteholders of the operating company and holders of notes issued
by the holding company.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book prepared a pre-packaged Chapter 11 plan that would
swap some of the existing debt for new debt, cash and the new
stock.


NEENAH PAPER: Moody's Says Ba3 CFR Unaffected by Acquisition
------------------------------------------------------------
Moody's Investors Service said that Neenah Paper Company's
proposed acquisition of certain assets from Wausau Paper Corp.
(unrated) will not immediately impact Neenah's Ba3 Corporate
Family Rating or stable rating outlook.

Neenah Paper, Inc. produces premium, performance-based papers and
specialty products. The Fine Paper business segment accounts for
slightly less than half of consolidated sales and produces premium
writing, text, cover, and specialty papers used in corporate
annual reports, corporate identity packages, invitations, personal
stationery, and high-end packaging. The Technical Products
business segment manufactures automotive filters, saturated and
coated base papers, and a variety of non-woven wall coverings.
Based in Alpharetta, Georgia, the company has operations in the US
and Germany, and reported consolidated net sales of $691 million
for the twelve months ended September 30, 2011.


NGPL PIPECO: Moody's Reviews 'Ba2' CFR for Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service placed NGPL PipeCo LLC's (NGPL, Ba2
Corporate Family Rating) ratings under review for possible
downgrade. The review follows NGPL's recent release of September
2011 quarter's financial statements which showed a more severe
drop in revenues than was previously expected. With little
headroom left under the bank financial covenant, the company
appears set to require yet another waiver or amendment of its
credit facility. The company also now faces looming refinancing
risk as a over a billion dollars of debt soon becomes current.
NGPL is a gas pipeline owned 80% by Myria Acquisition LLC (Myria,
not rated) and 20% by Kinder Morgan Kansas, Inc. (KMK, Ba1 sr.
sec., under review for possible downgrade).

RATINGS RATIONALE

The review reflects the potential that weak conditions in the
Midwest gas market is weighing more on NGPL's financial
performance than previously anticipated . If this proves to be the
case, NGPL's financial results are likely to remain depressed for
some time since increased competition among pipelines and
overcapacity in the region are expected to persist for several
years. NGPL is particularly vulnerable to such market conditions
because of its high leverage and the short tenors of its
transportation contracts (about 2 years) that reset to reflect
prevailing rates when they are renewed. Meanwhile, operating
costs, in particular pipeline integrity spending, are on the rise
and will reduce cash flow.

"The severe drop in NGPL's revenues in the 2011 September quarter
exceeded Moody's estimates, and if revenues stay at this level,
the company will not be able to sustain the range of credit
metrics that we would expect for its current rating," says Moody's
vice president Mihoko Manabe.

Moody's will review NGPL for another quarter to assess whether
this recent trend persists and establishes its future run-rate
financial performance. The outlook could be stabilized if 1) the
December 2011 quarter performance proves the September 2011
quarter to be an anomaly and cash flow returns to a level that can
sustain funds flow from operations-to-debt in the 7% range; and 2)
near term liquidity issues are resolved, including its bank
facility covenant compliance and refinancing of the company's
long-term debt. Conversely, NGPL's ratings could be downgraded by
another notch if the weakness in revenues persists and the
company's funds flow from operations-to-debt is likely to remain
below 7%, and its liquidity issues are inadequately managed.

Without a comparable historical record under NGPL's new rates, it
is not clear whether the 2011 September quarter indicates a
reliable baseline for its future financial results. Moody's notes
that the 2011 September quarter was significant in that it was the
first reporting quarter in which all of the phased-in rate
reductions ordered by the Federal Energy Regulatory Commission
(FERC) were fully incorporated. As of July 1, 2011, NGPL lowered
its firm transportation and base storage rates by another 3%,
resulting in a total of 8% reduction from the rates that were in
effect on April 1, 2010. More significantly, NGPL's fuel retention
factor was lowered by 15%, resulting in a total of 45% reduction
from the rates that were in effect on April 1, 2010.

NGPL's current run-rate financial performance, as indicated by
September 2011 quarter funds flow from operations (FFO), shows
further deterioration from the March 2011 quarter data cited in
Moody's June 2011 downgrade of NGPL. September 2011 quarter
annualized FFO was $126 million compared to the $235 million March
2011 annualized FFO. These annualized FFOs are, respectively, 60%
and 26% below the $317 million FFO recorded in the last twelve
months ended March 2010 (a baseline period for subsequent rate
reductions), and falling well below the 20% decline estimate that
the company first gave around the time of its 2010 rate settlement
with the FERC. Based on the September 2011 annualized FFO, FFO-to-
debt would be 4%, well below the 7% range Moody's expects for
NGPL's Ba2 rating.

In September 2011, NGPL obtained an amendment of its credit
facility which decreased the size from $100 million to $75 million
and eased the debt-to-EBITDA covenant limit from 6.25 times to
6.75 times. This follows an earlier amendment in November 2010
which raised the covenant limit from 5.5 times after the FERC rate
settlement. In the September 2011 quarter, the covenant was 6.61
times, leaving less than $10 million EBITDA cushion under this
test. NGPL has not actively used this credit facility and no
amount was outstanding on September 30, 2011. Given the potential
covenant violation, it is possible NGPL will seek a waiver or
discontinue the credit agreement. If the financial covenant is
breached, it would not cause a cross-default under NGPL's long-
term debt indenture which triggers at $300 million of defaulted
debt.

NGPL faces a large refinancing in twelve months when $1.25 billion
of notes (roughly 40% of its debt) mature in December 2012. The
credit facility requires the notes to be refinanced before June 1,
2012, or else the expiration of the facility will be moved up from
February 2013 to September 2012, prior to the debt maturity.

The last rating action for the company was on June 6, 2011, when
Moody's downgraded NGPL to its current ratings.

The methodologies used in this rating were Natural Gas Pipeline
published in December 2009, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

NGPL PipeCo LLC is a holding company for Natural Gas Pipeline
Company of America and other interstate natural gas pipeline
assets. NGPL is 80% owned by Myria Acquisition LLC and 20% owned
and operated by Kinder Morgan Kansas, Inc., based in Houston
Texas.


NUTRITION 21: Wants Litigation Proceeding Transferred to New York
-----------------------------------------------------------------
Walgreen Co., and Debtors Nutrition 21, Inc., and Nature's
Product, Inc., ask the U.S. Bankruptcy Court for the Southern
District of New York to approve a stipulation transferring the
action to Judge Robert D. Drain; and render a final enforceable
judgment with respect to all claims, counterclaims and cross-
claims which have been or may be asserted in the action.

The parties relate that the action was commenced in the U.S.
Bankruptcy Court for the Northern District of Illinois.

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.

On Nov.  1, 2011, the Company completed the auction of
substantially all of its assets pursuant to the Court-approved
bidding procedures.  The Company selected N21 Acquisition Holding,
LLC, as having submitted the highest and best bid at the Auction.
Accordingly, the Company, Nutrition 21, LLC, and the Purchaser
entered into an Amended and Restated Asset Purchase and Sale
Agreement, dated as of Nov. 1, 2011, amending and restating the
Original Asset Sale Agreement.

The Amended Asset Sale Agreement provides that the Purchaser will
purchase substantially all of the assets of the Debtors under
section 363 of the Bankruptcy Code and will assume certain of the
Debtors' obligations associated with the purchased assets.
Pursuant to the terms of the Amended Asset Sale Agreement, the
purchase price is $7,449,008.  The purchase price remains subject
to potential post-closing adjustment, as set forth in the Amended
Asset Sale Agreement.

At a hearing on Nov. 3, 2011, the Bankruptcy Court approved the
Sale, but reserved a decision on the assumption and assignment by
N21 LLC of that certain License and Supply Agreement between
Probioferm, LLC, Probiohealth, LLC, and N21 LLC dated as of
Aug.  6, 2009 (as amended from time to time).


OPTIMUMBANK HOLDINGS: Amends Stock Purchase Pact with M. Gubin
--------------------------------------------------------------
OptimumBank Holdings, Inc., previously announced that it had
entered into a stock purchase agreement dated as of Oct. 25, 2011,
with Company director Moishe Gubin, pursuant to which Gubin has
agreed to purchase, subject to certain conditions, for $2.7
million in cash, 6,750,000 newly issued shares of common stock of
the Company.

On Dec. 5, 2010, the Company and Gubin entered into a Restated and
Amended Stock Purchase Agreement primarily to accommodate the
completion of all necessary regulatory applications and approvals
required for Gubin to consummate the purchase of the Shares.

Pursuant to the terms of the Amended Stock Purchase Agreement, the
outside closing date has been extended from Feb. 28, 2012, to
June 30, 2012.  The Amended Stock Purchase Agreement provides that
the agreement may be terminated by the Company or Gubin if the
closing does not occur by June 30, 2012, but not by either party
whose failure to perform any obligations under the agreement
required to be performed on or prior to such date has been the
cause of, or results in, the failure of the transaction to close
on or before such date.

Under the terms of the Amended Stock Purchase Agreement, the
Company's obligation to issue and sell the Shares to Gubin is
subject to the following additional conditions:

   * the Company will have obtained all shareholder and regulatory
     approvals required for the Company to sell the Shares to
     Gubin; and

   * Gubin will have obtained all regulatory approvals or consents
     required for him to purchase the Shares, including the
     consent of the Federal Reserve Board and the Florida Office
     of Financial Regulation.

A full-text copy of the Amended and Restated Stock Purchase
Agreement is available at http://is.gd/yUpzI1

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company also reported a net loss of $3.69 million on
$5.06 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $6.77 million on $6.94
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$167.12 million in total assets, $168.83 million in total
liabilities and a $1.71 million total stockholders' deficit.


O.U.R. FEDERAL: Northwest Community Credit Union Buys Assets
------------------------------------------------------------
Brent Hunsberger at The Oregonian reports that Northwest Community
Credit Union has purchased the assets of O.U.R. Federal Credit
Union, the second Oregon credit union closed by regulators this
year.

The report relates that O.U.R., taken over by the National Credit
Union Administration in June, became the 14th liquidated
nationwide in 2011.

The regulator said it found 42-year-old O.U.R. to be insolvent
with little chance of recovering on its own, according to the
report.

O.U.R. Federal Credit Union served 1,400 members, had
$4.25 million in deposits and worked largely with lower-income
residents.


PACIFIC GOLD: Agrees to Assign $500,000 of Outstanding Note
-----------------------------------------------------------
Pacific Gold Corp., on Dec. 2, 2011, agreed to the assignment of
$500,000 in principal amount of an outstanding note, which
represents a portion of the note the Company issued to the
original debt holder on Jan. 2, 2011.  The assignment was to a
third party that is not affiliated with the Company.  In
connection with the assignment, the Company agreed to various
modifications of the note for the benefit of the new holder, which
enhance and reset the conversion features of the note and change
certain other basic terms of the note.  As a result of the
amendments, the note now:

   (i) has a conversion rate of a 45% discount to the daily VWAP
       price of the common stock based on a five day period prior
       to the date of conversion, which rate will be subject to
       certain adjustments;

  (ii) has an annual interest rate of 12%, due at maturity;

(iii) has a new maturity date of Dec. 2, 2012;

  (iv) permits prepayment only with a premium of 50% of the amount
       being repaid;

   (v) has ratchet protection of the conversion anti-dilution
       provisions for all future issuances or potential issuances
       of securities by the Company at less than the then
       conversion rate; and

  (vi) has additional default provisions, including additional
       events of default and an default interest rate of 24.99%.

The Company has also agreed that the assigned debt will not be
subordinate to new debt, other than purchase money and similar
debt, which may have the effect of limiting the Company's access
to additional debt capital while the note is outstanding.  Based
on the above and without taking into account the conversion of any
of the interest to be earned or converted, the principal if fully
converted represents the potential issuance of 50,000,000 shares,
limited to a maximum conversion right at any one time to 4.99% of
the then outstanding shares of common stock of the company.

$50,000 worth of the new note was converted on Dec. 2, 2011.  The
principal balance as of this filing is $450,000 plus interest.

In December 2011 an officer of the Company advanced $100,000 to
the Company interest free with repayment to be made within 12
months.

In December 2011, a company controlled by an officer of the
Company advanced $153,000 to the Company with terms of 10%
interest and a conversion price of $0.05 per share with the note
due on Jan. 2, 2013.

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

The Company reported a net loss of $711,847 on $nil revenue for
the six months ended June 30, 2011, compared with a net loss of
$487,108 on $nil revenue for the same period last year.

The Company's balance sheet at June 30, 2011, showed $1.3 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $3.2 million.

As reported in the TCR on July 18, 2011, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about
Pacific Gold's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred losses from operations, has negative
working capital and is in need of additional capital to grow its
operations so that it can become profitable.


PALISADES 6300: Can Hire Marjorie Guymon as Attorney
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Palisades 6300 West Lake Mead, LLC, to employ Marjorie A. Guymon,
Esq., of Goldsmith & Guymon, P.C., as the Debtor's attorney under
a general retainer in the amount of $35,000.

The current hourly rates charged by the firm's professionals are:
Not exceeding $400 per hour for attorneys; not exceeding $150 per
hour for law clerks; and not exceeding $90 per hour for
paralegals.

               About Palisades 6300 West Lake Mead LLC

Palisades 6300 West Lake Mead, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011.
Judge Linda B. Riegle oversees the case.  Marjorie A. Guymon,
Esq., at Goldsmith & Guymon, P.C., serves as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed
$17,452,917 in assets and $14,733,148 in liabilities.


PALISADES 6300: Seeks to Employ FamCo as Financial Expert
---------------------------------------------------------
Palisades 6300 West Lake Mead, LLC, seeks permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Kenneth
Funsten, FamCo Advisory Services, as interest rate expert.

The Debtor, through its original borrower Palisades II, LLC,
executed a Promissory Note dated Aug. 17, 2000, in favor of Bank
of America, N.A., as original lender, in the principal amount of
$15 million.  The Debtor requires the assistance of a financial
expert to determine the appropriate interest rate on the Debtor's
payment of the Loan to formulate a plan of reorganization.

The Debtor anticipates that FamCo will provide financial and
restructuring advisory services, which may include, but are not
limited to the following:

   (a) Reading material, budgets, surveys, appraisals and
       computing financial ratios.  The firm's hourly fee for this
       work is $425, billable in 6-minute increments.

   (b) Writing and providing report.  Funsten FamCo's hourly fee
       for this work is $425, billable in 6-minute increments.

   (c) Appearing for depositions.  The firm's hourly fee for this
       work is $425 for travel, and $600 for deposition and time
       spent in direct preparation by Client's attorney for such
       deposition, both billable in 6-minute increments.

   (d) Appearing for confirmation hearing.  The firm's hourly rate
       for this work is $425 for travel, and $600 for deposition
       and time spent in direct preparation by Client's attorney
       for such testimony, both billable in 6-minute increments.

   (e) advising on the Debtor's Plan formulation and disclosure
       documents.

FamCo has agreed to provide its services for an initial retainer
of $15,000.

The Debtor agrees to compensate and reimburse FamCo for all
services and expenses incurred.

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

               About Palisades 6300 West Lake Mead LLC

Palisades 6300 West Lake Mead, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011.
Judge Linda B. Riegle oversees the case.  Marjorie A. Guymon,
Esq., at Goldsmith & Guymon, P.C., serves as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed
$17,452,917 in assets and $14,733,148 in liabilities.


PEGASUS RURAL: Xanadoo Approved for $3MM Loan to Subsidiaries
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that subsidiaries of Xanadoo Co. were authorized by the
bankruptcy judge last week to borrow another $500,000 from the
parent, bringing the financing package to $3 million.

Mr. Rochelle recounts that originally, Xanadoo was providing a
$1.6 million loan.  The loan was later increased to $2.5 million.
A final financing hearing was set for March 8.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.

On Oct. 14, 2011, the Court denied the motion to dismiss the
Chapter 11 case of Xanadoo Spectrum, LLC, and to appoint a
Chapter 11 trustee for Xanadoo Holdings, Inc., Pegasus Rural
Broadband, LLC, Pegasus Guard Band, C, and Xanadoo LLC.


PENINSULA HOSPITAL: Court Approves BDO USA as Auditors
------------------------------------------------------
Peninsula Hospital Center and Peninsula General Nursing Home
Corp., doing business as Peninsula Center for Extended Care &
Rehabilitation, obtained authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ BDO USA, LLP as
auditors.

BDO USA will bill the Debtors for services rendered and reasonable
out of-pocket expenses incurred monthly.

To the best of the Debtor's knowledge, BDO USA 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: Court OKs Abrams Fensterman as Attorneys
------------------------------------------------------------
Peninsula Hospital Center and Peninsula General Nursing Home
Corp., doing business as Peninsula Center for Extended Care &
Rehabilitation, obtained authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Abrams Fensterman
et al. as their attorneys, nunc pro tunc to the Petition Date.

As counsel, Abrams Fensterman's services will include assisting,
advising and representing the Debtors with respect to these
matters:

   (a) The administration of these cases and the exercise of
       oversight with respect to the Debtors' affairs;

   (b) The preparation on behalf of the Debtors of necessary
       applications, motions, memoranda, orders, reports and
       other legal pleadings;

   (c) Appearances in Court and at various meetings to represent
       the interests of the Debtors;

   (d) Negotiating with the Debtors' secured lenders, as well as
       any creditors' committee appointed in the cases, other
       creditors, and third parties, for the benefit of the
       Debtors' estates; and

   (e) Communication with creditors and others as the Debtors may
       consider desirable or necessary.

The Debtors will compensate Abrams Fensterman in accordance with
its standard hourly billing rates, and will reimburse the Firm's
expenses incurred on behalf of the Debtors.  The hourly rate for
various attorneys and paraprofessionals, who will be rendering
services on behalf of the Debtors during the pendency of the
cases, ranges from $90 to $600 per hour.  Hourly rates for (i)
attorneys currently range from $250 to $600, and (ii)
paraprofessionals range from $90 to $225.

Deborah J. Piazza, a partner at Abrams Fensterman, attests that
the Firm is a "disinterested person" as defined by 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.


PREFERRED PROPPANTS: S&P Assigns B+ Prelim. Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Radnor, Pa.-based Preferred Proppants
LLC. The rating outlook is stable.

"The preliminary corporate credit rating and stable outlook
reflect our assessment of Preferred Proppants' financial risk
profile as 'aggressive' and business risk profile as 'fair' -- as
our criteria define the terms," said Standard & Poor's credit
analyst Gayle Bowerman. This assessment takes into account the
company's aggressive capital structure, influenced by high pro
forma debt levels; concentrated ownership structure; relatively
short operating history; and dependence on a single, cyclical end
market. The company's good asset base, logistics network, and
position as a supplier to the rapidly growing oil and gas industry
offset these negative factors.

The company will use its new credit facilities, in part, to fund
its $220 million acquisition of a northern white sands producer
with assets in Wisconsin and Saskatchewan, Canada. The acquisition
will add approximately 1.3 million tons of raw sand production
volume in 2012 and 44 million tons of sand reserves to Preferred
Proppants' portfolio. The acquisition will expand the company's
customer base and increase its proximity to Canadian shale basins.

"Pro forma for the proposed transaction, we expect the company
will generate revenues of $230 million in 2011 and $475 million in
2012, with adjusted EBITDA of $100 million in 2011 and $200
million in 2012. Margins are projected to be in the 50% range for
both years, which is reflective of strong demand for sand for use
as proppants in the oil and gas industry. We estimate pro forma
2011 adjusted leverage to be around 4.5x and funds from operations
(FFO) to total debt to just under 20%, but expect the company to
pursue a rapid deleveraging program in 2012 and 2013. As a result,
we expect adjusted leverage to strengthen to around 2x and FFO to
debt to be about 30% in 2012, with leverage below 2x and FFO to
debt of around 55% in 2013. We consider these levels to be
appropriate for our view of its aggressive financial risk
profile in context with the company's modest size, exponential
growth rate, and short operating history. The rating outlook is
stable, reflecting our assessment of the company's rapid
growth rate and short operating history. We expect Preferred
Proppants to continue to benefit in the near term from strong
demand from oil and gas end markets and that it will realize
increased production levels as a result of capacity expansion
initiatives," S&P said.

"We could raise the ratings if the company is successful in
further increasing production capacity to support 2012 earnings of
about $200 million without a significant increase in debt and in
building a sustainable liquidity position. We expect its credit
measures may improve significantly over the next 12 to 18 months,"
S&P said.

"We could lower the rating if the company's liquidity position
deteriorates due to increases in working capital, if it initiates
a program to return capital to shareholders in lieu of expected
debt repayments, or if demand from end markets stalls," S&P said.


PROELITE INC: Files 2008 Financials; Net Loss at $55.6 Million
--------------------------------------------------------------
ProElite, Inc., filed on Nov. 21, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2008.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about ProElite's ability to continue as a going
concern, following its audit of the Company's financial statements
as of and for the years ended Dec. 31, 2008, and 2007.  The
independent auditors noted that the Company has suffered losses
from operations and negative cash flows from operations.

The Company reported a net loss of $55.6 million for the fiscal
year ended Dec. 31, 2008, compared with a net loss of
$27.1 million for the fiscal year ended Dec. 31, 2007.

As a result of the decision to discontinue operations, the Company
did not have any revenues, cost of revenue, and gross profit for
the fiscal years ended Dec. 31, 2008, and 2007.

At Dec. 31, 2008, the Company's balance sheet showed $2.3 million
in total assets, $11.8 million in total liabilities, and a
shareholders' deficit of $9.5 million.

A copy of the Form 10-K is available for free at:

                       http://is.gd/xnycUZ

                     Third Quarter of 2008

ProElite, Inc. reported a net loss of $10.9 million on $2.9
million of revenues for the three months ended Sept. 30, 2008,
compared with a net loss of $7.1 million on $1.1 million of
revenues for the same period of 2007.

For the nine months ended Sept. 30, 2008, the Company has reported
a net loss of $35.3 million on $11.1 million of revenues, compared
with a net loss of $19.1 million on $3.3 million of revenues for
the nine months ended Sept. 30, 2007.

The Company's balance sheet at Sept. 30, 2008, showed $6.6 million
in total assets, $11.0 million in total liabilities, and a
stockholders' deficit of $4.4 million.

"The Company has incurred losses from operations and negative cash
flows from operations since its inception," the Company said in
the filing.

"These factors raise substantial doubt about the Company's ability
to continue as a going concern.  Although the Company had
approximately $634,000 of cash at Sept. 30, 2008, the Company
continues to expend more cash than it brings in through
operations.  On Oct. 20, 2008, management, with Board
ratification, decided to close or sell all operations and began an
extended period of restructuring its balance sheet, divesting
itself of certain assets, settlement of contingent liabilities,
and attempting to raise additional capital."

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

                       http://is.gd/Dk29j9

                         About ProElite Inc.

Los Angeles, Calif.-based ProElite, Inc., is a holding company for
entities that (a) organize and promote mixed martial arts matches,
and (b) create an internet community for martial arts enthusiasts
and practitioners.

On Oct. 20, 2008,  management, with Board ratification, decided to
close or sell all operations and began an extended period of
restructuring its balance sheet, divesting itself of certain
assets, settlement of contingent liabilities, and attempting to
raise additional capital.

Effective Oct. 12, 2009, the Company entered into a Strategic
Investment Agreement with Stratus Media Group, Inc. ("SMGI")
pursuant to which the Company agreed to sell to SMGI, shares of
the Company's Series A Preferred Stock (the "Preferred Shares").
The Preferred Shares are convertible into the Common Stock of the
Company.  This transaction closed on June 14, 2011.


PROTEONOMIX INC: Describes 2011 "Momentous" Year for the Company
----------------------------------------------------------------
Proteonomix, Inc., on Dec. 7, 2011, sent letter to its
shareholders.

     Dear Shareholders:

     This has been a momentous year for your Company.  During the
     past several years we have asserted that our business lines
     would move forward in both the cosmetic area via our
     Proteoderm subsidiary and in the biopharmaceutical lines,
     most recently our UMK-121 technology.

     Earlier this month the Company announced that it had entered
     into an agreement with a leading University to conduct a
     Clinical Study entitled "UMK-121 in Patients with Liver
     Disease."  Under the agreement The Company and The University
     agreed to conduct a clinical study entitled UMK-121 in
     Patients with Liver Disease.  The University will pay
     expenses associated with this clinical study and the Company
     shall contribute $105,000 to assist with the clinical study.
     The University was most generous in assuming the vast
     majority of the costs associated with the clinical study.
     The Company believes that the University's action
     demonstrates that the University has a high degree of
     confidence in the potential of UMK-121.

     The Company has previously described the terms of the
     agreement to license and develop and the patent application
     of the UMK 121 technology.  This first clinical trial will be
     in ESLD patients.  The Company hopes to provide information
     about the clinical study in the upcoming weeks and months.
     In addition to ESLD we also believe that UMK-121 may have
     applications to the amelioration of disease processes in
     other organs, such as the kidneys and the heart.  Further
     clinical studies will be required before moving UMK-121 to
     commercialization.

     Yet another major achievement was made by the Company in
     early November when the Cosmetic Ingredients Review Board
     approved and assigned an INCI nomenclature to its innovative
     Matrix NC-138 Cosmeceutical product, a necessary final step
     prior to manufacturing and commercialization of cosmetic
     products in the United States.  The approval of the CIR and
     its issuance of an INCI name to our Matrix NC-138 is a
     significant and momentous occasion.  We have now demonstrated
     that we are committed to develop and deliver to the market
     safe and innovative products.  The issuance of the INCI name
     will allow the company to move forward with commercialization
     of our cosmeceutical product, Proteoderm NC-138 in the USA.

     Proteoderm, Inc., has already developed a line of anti-aging
     skin care cosmetics based on its research with stem cell
     derivatives.  We are the first company to use a matrix of
     proteins originally discovered in non-embryonic stem cells,
     to harness the anti-aging potential in Cosmeceutical
     products.

     Our plan to market the Proteoderm products centers on
     partnering with other cosmetic manufacturers.  This
     partnering process has already been greatly enhanced by the
     issuance of the INCI name.  Based in Washington, D.C., the
     Personal Care Product Council has funded the Cosmetic
     Ingredient Review Expert Panel as an independent, nonprofit
     panel of scientists and physicians established in 1976 to
     assess the safety of ingredients used in cosmetics in the
     U.S. with the support of the U.S. Food and Drug
     Administration and the Consumer Federation of America in an
     open, unbiased, and expert manner, and to publish the results
     in the peer-reviewed scientific literature.  The CIR mission
     is to review and assess the safety of ingredients used in
     cosmetics in an open, unbiased, and expert manner, and to
     publish the results in the peer-reviewed scientific
     literature.  Upon conclusion of its review the CIR issues an
     International Nomenclature of Cosmetic Ingredients name to
     the ingredient.  The PCPC does not regulate but provides
     information on national and international regulation.  We
     presently adhere to the Personal Care Products Council
     Consumer Commitment Code, including filing timely reports
     with the FDA regarding manufacturing and ingredient usage.

     The Company also engaged the services of Gilford Securities
     Inc. in July to act as the Company's investment banking
     adviser for the purposes of assisting and advising the
     Company on enhancing shareholder value.

     In summary, we have started to deliver on the promise of our
     technologies and expect that in the near future we will have
     confirmation via the human clinical study of the safety and
     perhaps even the efficacy of our UMK-121.  We also anticipate
     making substantial progress in moving our Proteoderm NC-138
     into commercial use during 2012.

     On behalf of the Board of Directors Of Proteonomix, Inc.

     /s/ Michael Cohen

     Michael Cohen
     Chairman, Board of Directors

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company's balance sheet at June 30, 2011, showed $3.51 million
in total assets, $6.95 million in total liabilities and a $3.43
million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


QUANTUM CORP: BlackRock Discloses 4.9% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Nov. 30, 2011, it beneficially owns 11,640,797 shares of common
stock of Quantum Corp. representing 4.98% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/wVKsbr

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Sept. 30, 2011, showed $394.19
million in total assets, $443.32 million in total liabilities and
a $49.13 million total stockholders' deficit.

                          *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


RADLAX GATEWAY: Supreme Court to Review Credit Bidding
------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports that
the U.S. Supreme Court will review an appellate court ruling in
the bankruptcy case of RadLax Gateway Hotel LLC over lenders'
ability to credit bid in bankruptcy auctions.

Dow Jones says no official dates have been set yet, but the case
is expected to be heard sometime in March or April, with a
decision coming in June or later in the summer.

In RadLax, a three-judge panel with the Seventh U.S. Circuit Court
of Appeals sided with the hotel's lenders, who had insisted they
should be able to use debt to purchase their collateral.  But the
year before, in the Third Circuit, the publisher of Philadelphia's
two daily newspapers succeeded in the company's quest to bar
lenders from bidding debt at auction.

Dow Jones relates the dueling decisions made the topic ripe for
consideration by the country's highest court, which hasn't
directly taken up a major Chapter 11 reorganization issue in over
a decade, according to David M. Neff, a Perkins Coie, Esq.,
attorney who represents the debtor in the hotel bankruptcy case
and will be arguing on its behalf before the Supreme Court.

Dow Jones says the issues at play go to the heart of bankruptcy --
the balance of power between secured creditors and debtors and the
leeway a struggling company is allotted in trying to carve a
creative way out of Chapter 11.

Dow Jones recounts Philadelphia Newspapers LLC was one of the
first to realize that it could tie a sale transaction into its
bankruptcy-exit plan in a way that allowed it to block credit
bidding -- a loophole that upset what was long thought by many to
be a lender's guaranteed right.  The legal battle wound its way up
to an appeals court, which declared the new tactic kosher.  The
lenders ended up winning the battle for the publisher's assets
anyway, with cash instead of debt, but a new strategy had been
born.

Dow Jones notes that Mr. Neff, who followed in Philadelphia
Newspapers' footsteps himself by trying to block credit-bidding in
the case of River Road Hotel Partners LLC, which involved the
InterContinental Chicago O'Hare hotel, said the trend has been
spreading.  "More and more debtors are proposing plans that
involve sales of collateral without allowing for lenders to credit
bid or some variation," he said.

Dow Jones relates that Mr. Neff was lucky in that he and his
colleagues had also been using the same strategy in the case of
RadLax Gateway Hotel LLC -- the sister case to River Road.  While
the River Road case wrapped up before the credit-bidding issue
came to a head -- the company exited bankruptcy under a plan that
skirted the auction process in its entirety -- the issue is still
open in RadLax.

"I think that bankruptcy practitioners are going to be very
interested in the outcome," Mr. Neff said.

Adam A. Lewis, Esq., an attorney with Morrison Foerster who
represents the lending group, said he had hoped the issue would
end with the appeals court ruling.  "We're disappointed," he said.
"On the other hand, we're optimistic that the Supreme Court will
affirm the Seventh Circuit. We think we have the right arguments."

                  About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date,
estimating assets at $50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender would waive its deficiency claim on taking title through
the plan.  The plan was declared effective Nov. 23, 2011.


RANGE FUELS: Government Seek to Liquidate Ethanol Plan
------------------------------------------------------
Bloomberg News reports that Range Fuels Inc., a cellulosic ethanol
company backed by as much as $156 million in U.S. loans and grants
from President George W. Bush's administration, is being forced by
the government to liquidate its only factory after failing to
produce the fuel.

According to Bloomberg, the closely held company, which counts
Vinod Khosla, a venture capitalist and Sun Microsystems Inc. co-
founder, as an initial investor, shuttered the factory in
Soperton, Georgia, in January after not delivering on its promise
to convert woodchips into ethanol, which was intended to help the
U.S. become less dependent on foreign oil.

Bloomberg says the ethanol project received $46.3 million of a $76
million grant from the Energy Department and half of an $80
million loan from the Agriculture Department, according to each
department.

According to the report, Range Fuels Chief Executive Officer David
Aldous said Dec. 3 in an e-mail that the company found a buyer
that would take over the debt and purchase the distillery, only to
have the Agriculture Department reject the deal, citing taxpayer
interest.

Bloomberg relates that Mr. Aldous said the project received more
than $160 million in venture capital investments from Khosla
Ventures LLC and other companies.

The Soperton plant began construction in 2007 and was to initially
produce 20 million gallons of the biofuel in 2008 and expand
capacity to more than 100 million gallons a year by 2009,
Mr. Khosla told Bloomberg in a November 2007 interview.


RAY ANTHONY: Creditors Wants W.B. Kania to Release Escrowed Funds
-----------------------------------------------------------------
General Electric Capital Corporation and Huntington National Bank,
ask the U.S. Bankruptcy Court for the Western District of
Pennsylvania to:

   -- modify the Court's prior order to distribute funds held in
   escrow;

   -- allow GE Capital and Huntington to instruct W.B. Kania &
   Associates to release the escrowed funds pursuant to their
   written agreement.

As of the Petition Date, GE Capital had a purchase money security
interest in the collateral; United Bank had a first priority
blanket security interest in, among other things, all of the
Debtor's inventory; and Huntington had a second priority blanket
security interest in, among other things, all of the Debtor's
inventory.

The Court authorized the sale of property free and divested of
liens and interests.  Pursuant to the B&G Sale Order, the Debtor
sold the Terex RT780 Rough Terrain Crain S/N 16800 for $380,000
and the Terex RT780 Rough Terrain Crain S/N 15602 for $380,000,
and all liens and claims on said cranes were transferred to the
proceeds of the sale.  Pursuant to the RWB Sale Order, the Debtor
sold the Demag AC160-2 Crane S/N 83065 for $500,000, and all liens
and claims on said crane were transferred to the proceeds of the
sale.

Pursuant to the sale orders, W.B. Kania & Associates holds
$1,260,000 as sale proceeds of the collateral.

GE Capital and Huntington have resolved between them all issues
relating to lien priory of GE Capital's purchase money security
interest and Huntington' blanket security interest, as both liens
relate to the sale proceeds.

As reported in the Troubled Company Reporter on Nov. 9, 2011, the
Debtor asked the Court to dismiss its Chapter 11 bankruptcy case.

The Debtor explained that during the administration of the case,
the Debtor sold the bulk of its crane rental/lease operations in
two separate motions for sale for its Texas and Pennsylvania
operations.  The two sales of the Debtor's assets resolved the
bulk of the claims in this Estate.  As a result, the Debtor no
longer has an ability to fund a feasible Plan of Reorganization.

Huntington National is represented by:

         Jillian L. Nolan, Esq.
         GRENEN & BIRSIC, PC
         One Gateway Center, 9th Floor
         Pittsburgh, PA 15222
         Tel: (412) 281-7650
         Fax: (412) 281-7657
         E-mail: jnolan@grenenbirsic.com

GE Capital is represented by:

         Jeanne S. Lofgren, Esq.
         REED SMITH LLP
         Reed Smith Centre
         225 Fifth Avenue, Suite 1200
         Pittsburgh, PA 15222
         Tel: (412) 288-5936
         Fax: (412) 288-3063
         E-mail: jlofgren@reedsmith.com

                 About Ray Anthony International

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.

The Bankruptcy Court has issued an order requiring the Debtor to
either file a Chapter 11 plan of reorganization or move to dismiss
the case on or before Oct. 28, 2011.

The Debtor has sold a large portion of its assets by way of the
B&G Crane Service, LLC and Red White and Blue Crane, LLC sales.

Certain funds from various sales of assets, including but not
limited to, B&G Crane Service, LLC, and Red White and Blue Crane,
LLC, have been placed in to escrow subject to being released and
paid only upon an order of the Bankruptcy Court or agreement by
the parties holding lien claims.  These funds will remain in
escrow under the same terms and conditions and will not be
released without Huntington's written consent.


RCS CAPITAL: U.S. Trustee Appoints 3-Member Creditors' Panel
------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of RCS Capital Development LLC.

The Creditors Committee members are:

      1. William Dutton
         3801 E. Coolidge
         Phoenix, AZ 85018
         Tel: (602) 677-2700

      2. Kenneth Krynski
         c/o Scott Brown
         Lewis and Roca LLP
         40 N. Central Avenue, 19th Fl.
         Phoenix, AZ 85004
         Tel: (602) 262-5321

      3. ZYX Learning Centres Limited
         Attn: Christopher Honey
         60 Margaret Street, Level 31
         Sydney, New South Wales 2000
         AUSTRALIA
         Tel: +61 2 9338 2630

                      About RCS Capital

RCS Capital Development LLC filed a Chapter 11 petition (Bankr.
D. Ariz. Case No. 11-28746) on Oct. 12, 2011.  The bankruptcy
stemmed from a dispute with A.B.C. Learning Centres Ltd., an
Australia-based operator of childcare centers.  Liquidators for
A.B.C. filed for Chapter 15 relief in May 2010 in Delaware.  In
November and January, U.S. Bankruptcy Judge Kevin Gross ruled that
the liquidators are entitled to use Chapter 15 and gave an
expansive reading to the injunction against creditor actions in
the U.S.  In part, Judge Gross was halting collection actions
taken in the U.S. by RCS, which won a $47 million jury verdict
against A.B.C. in a lawsuit over the breach of development
contracts for locations in the U.S.

The A.B.C. liquidators have argued that RCS violated the Chapter
15 order by continuing actions in Nevada to seize property in
which the liquidators claimed an interest.  At a hearing in U.S.
Bankruptcy Court in Delaware on Oct. 4, the liquidators asked
Judge Gross to rule that RCS violated the automatic stay.  The
liquidators also wanted RCS to be held in contempt, directed to
return property and assessed with punitive damages.  Judge Gross
concluded the Oct. 4 hearing and said he would rule later, court
records show.

RCS reported $57 million in assets, composed mostly of the
judgment against A.B.C.  RCS listed $50.5 million in claims,
almost all unsecured.  A.B.C. sits atop the list of 20 largest
unsecured creditors with its $40 million disputed claim.

Judge Randolph J. Haines presides over RCS's case.


REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 92.70 cents-on-the-
dollar during the week ended Friday, Dec. 9, 2011, an increase of
1.15 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Sept. 30, 2013, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 131 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities, and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REALOGY CORP: Bank Debt Trades at 10% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 89.63 cents-on-the-
dollar during the week ended Friday, Dec. 9, 2011, an increase of
1.44 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's 'B1' rating and Standard & Poor's 'B-' rating.
The loan is one of the biggest gainers and losers among 131 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy reported a net loss of $285 million on $3.16 billion of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities, and a
$1.34 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


ROUND TABLE: Plan Being Confirmed in Oakland
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Round Table Pizza Inc. won a commitment from the
bankruptcy judge to sign a confirmation order approving the
reorganization plan under which the employee stock ownership plan
trust retains ownership.

General Electric Capital Corp., as agent for secured lenders owed
$37.4 million, is to be paid in full with interest at 9%.  The new
loan to GECC, which was co-proponent to the Plan, comes due in
July 2013.  Unsecured creditors with $7.2 million in claims will
be paid in full with 6% interest in installments through December
2015.

                      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.


SALON AMERICA: Court Permits Landlord to Commence Eviction
----------------------------------------------------------
Bankruptcy Judge William L. Stocks granted Freeman Phillips
Partnership relief from the automatic stay in the bankruptcy case
of Salon America, Inc., to enforce an order for possession of real
property located at 7700 Boeing Road, Greensboro, North Carolina.

The Debtor and Freeman Phillips are parties to a five-year
commercial lease agreement for the nonresidential real property.
The rent under the Lease began at $8,000 per month in April 2009,
and increases on each anniversary of the commencement date in
accordance with increases in the Consumer Price Index.  The Lease
specifies that all rent "shall be due and payable on the first
(1st) day of each month, in advance."

During 2010, the Debtor defaulted in making the rental payments
and by December 2010, the past due and accrued rent totalled
$45,685.  On March 28, 2011, Freeman Phillips commenced an action
for summary ejectment in the small claims section of the District
Court of Guilford County to recover possession of the Leased
Premises pursuant to N.C. Gen. Stat. Sec. 42-26.  The requested
relief was granted after a trial before the Magistrate and the
Debtor appealed to the District Court.  A trial was held in the
District Court which resulted in a judgment on Sept. 6, 2011,
ordering that the Debtor be removed from the Leased Premises for
nonpayment of rent and that Freeman Phillips be put in possession
of the Leased Premises.

Freeman Phillips asserts that the Lease was terminated prior to
the petition date and that as a result, there is cause to grant
relief from the automatic stay.  The Debtor, however, denies that
the Lease was terminated pre-bankruptcy.

In his Dec. 9, 2011 Opinion and Order available at
http://is.gd/5cHRyIfrom Leagle.com, Judge Stocks held that the
Lease has been terminated prepetition and Section 365(c)(3) of the
Bankruptcy Code precludes the Debtor from assuming or assigning
the Lease.  That being the case, there is cause to modify the
automatic stay since no bankruptcy relief is available regarding
the Lease.  Judge Stocks also ruled that based upon the explicit
language of the Lease, Freeman Phillips was not required under the
applicable North Carolina law to give notice that it was
terminating the Lease as a result of the Debtor's default.

Salon America, Inc., d/b/a Music City Event Center, sought Chapter
11 bankruptcy protection (Bankr. M.D.N.C. Case No. 11-11409) on
Sept. 15, 2011.  The Debtor disclosed under $1 million in both
assets and debts.  Samantha K. Brumbaugh, Esq. --
cfslaw@hotmail.com -- at Brumbaugh & Stroupe, P.L.L.C., serves as
the Debtor's counsel.  A copy of the petition is available at no
charge at http://bankrupt.com/misc/ncmb11-11409.pdf


SANDY CREEK: S&P Affirms 'BB-' Rating on $835MM Secured Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
Sandy Creek Energy Associates L.P.'s (SCEA) $835 million first-
lien senior secured facility and revised the outlook to negative
from stable. "We also revised our recovery rating to '3' from '2'.
The '3' rating indicates our expectation of a meaningful (50% to
70%) recovery if a default occurs. The outlook is negative," S&P
said.

"On Oct. 17, 2011, during test-firing the plant with coal, a
number of tubes overheated that badly damaged the boiler. Before
the test, project construction was ahead of schedule by about 1.6%
compared with the budget, with substantial completion expected by
Feb, 25, 2012. After assessing the damage, the project now
forecasts the substantial completion date will occur in early
2013. However, the schedule includes little margin or float, in
our opinion, and may change as final planning is completed and
repair work progresses," S&P said.

"We believe that the project is currently adequately protected
against delays. However, because the revised schedule for
completion is preliminary, we revised the outlook to negative.
Also, while market heat rates in the North Electric Reliability
Council of Texas (ERCOT) electricity pricing region have remained
steady and even increased, natural gas prices have declined
significantly," S&P said.

"As a result, we expect net revenues for the plant to be lower
than anticipated, which also contributes to the outlook change."
said Standard & Poor's credit analyst Aneesh Prabhu.

The rating on SCEA's $835 million first-lien senior secured credit
facilities is 'BB-', and consists of $735 million of construction
loans and $100 million of tax-exempt notes. At the time of the
original financing in August 2007, the construction loan amount
available was $1 billion. SCEA raised $100 million of tax-exempt
financing in two tranches in October 2007 and February 2008,
reducing the construction loan amount to $900 million. The project
subsequently resized this $900 million loan to $735 million in
June 2008, when it sold a portion of the ownership interest.

"The negative outlook on the ratings reflects uncertainties
relating to the length and scope of the construction delay as well
as lower expected gross margins for the project after the COD
given the significant reduction in power prices in ERCOT over the
past two years. We could lower ratings if construction issues
persist. As per Shaw Engineers, the IE under the credit facility,
the contractor is responsible for repair costs. We will review
SCEA should any disputes emerge relating to which party should
bear the loss. We may also lower the rating if market dynamics in
ERCOT deteriorate, or if there are additional costs of complying
with environmental rules," S&P said.


SATURNS SEARS: Moody's Lowers Rating on $46.8-Mil. Notes to 'B3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the
following units issued by SATURNS Sears Roebuck Acceptance Corp.
Debenture Backed Series 2003-1:

   -- $46,808,075 of 7.25% Callable Units due June 1, 2032;
      Downgraded to B3; previously on July 19, 2011 Downgraded to
      B1

RATINGS RATIONALE

The transaction is a structured note whose rating is based on the
ratings of the Underlying Securities and the legal structure of
the transaction. The rating action is a result of the change of
the rating of the 7.00% Sears Roebuck Acceptance Corp. debentures
due June 1, 2032, which was downgraded to B3 by Moody's on
December 5, 2011.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April 2010.


SEA TRAIL: Seeks to Employ McIntyre Paradis as Accountants
----------------------------------------------------------
Sea Trail Corporation seeks permission from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ
McIntyre, Paradis, Wood & Company CPA's PLLC as its accountants.

The Debtor desires to pay McIntyre Paradis a flat fee of $5,275
for the preparation of annual state and federal tax returns and
depreciation schedules.  In addition, the Debtor desires to pay
McIntyre Paradis on an hourly basis of a maximum of $155 per hour
in connection with reviewing, auditing and consulting services.

Stanley Paradis, CPA, of McIntyre, Paradis, Wood & Company CPA's
PLLC, assures that Court that neither he nor his firm holds any
interest adverse to the interest of the estate.

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation operates the Sea Trail Golf Resort and Conference
Center.  The Debtor's business operations are comprise of three
operating divisions, including the golf division, the convention
and resort division, and the real estate division.

Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina.
The Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.

Sea Trail Corporation's official committee of unsecured creditors
had retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.


SEA TRAIL: Seeks to Employ TFG as Financial Consultant
------------------------------------------------------
Sea Trail Corporation seeks permission from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ The
Finley Group, Inc., as its financial consultant, nunc pro tunc to
Nov. 9, 2011.

Upon retention, TFG will:

   (a) assist the Debtor in the preparation of financial related
       disclosures and reporting required by any orders of the
       Court or the Bankruptcy Code;

   (b) assist the Debtor in assessing its various divisions and
       offer recommendations to improve the productivity and
       profitability of them;

   (c) assist the Debtor in selecting a property management firm
       to provide services in connection with the rental program,
       convention services, conference bookings, tournament
       reservations, and resort reservations as a whole;

   (d) assist the Debtor in 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 accounts receivable
       and accounts payable, and analysis of future transactions;
       and

   (e) attend at meetings and assist in discussions with
       investors, banks, secured lenders, other parties-in-
       interest, and other professionals hired by the state on an
       as requested basis.

TFG's hourly rates are:

                President             $375 - $400
                Managing Directors    $325 - $375
                Associates            $225 - $300
                Paraprofessionals      $75 - $150

TFG has agreed that the hourly rate for services provided by
Matthew Smith will be $325 per hour.

With respect to travel, out of town travel will be billed at 50%
of the hourly rates.  The Debtor will reimburse TFG for reasonable
out-of-pocket expenses.  The Debtor has agreed to indemnify TFG.

Matthew Smith, of The Finley Group, Inc., attest to the Court that
neither he nor his firm holds or represents an interest adverse to
the interest of the estate.

                    About Sea Trail Corporation

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation operates the Sea Trail Golf Resort and Conference
Center.  The Debtor's business operations are comprise of three
operating divisions, including the golf division, the convention
and resort division, and the real estate division.

Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina.
The Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.

Sea Trail Corporation's official committee of unsecured creditors
had retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.


SEA TRAIL: Court Rejects Hiring of Cox & Watts as Special Counsel
-----------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied the request of
Sea Trail Corporation to employ S. Denise Watts and the law firm
of Cox & Watts, PLLC, as the Debtor's special counsel, according
to a Dec. 9, 2011 Order available at http://is.gd/eYFCdXfrom
Leagle.com.  Waccamaw Bank and the Bankruptcy Administrator
objected to the engagement.

The debtor filed an application to appoint Cox & Watts as its
special counsel pursuant to 11 U.S.C. Sec. 327(e).  The Troubled
Company Reporter ran a story on the engagement in its Oct. 27,
2011 edition.  Waccamaw, the Debtor's largest secured creditor,
opposes the application on grounds that it does not assert the
"specified special purpose" of the representation and, instead,
applies for Cox & Watts' appointment as general counsel, which is
not authorized by Sec. 327(e).  The Bankruptcy Administrator
likewise "generally objects to the vague nature of counsel's
employment and seeks further clarification of their role in this
case."  Waccamaw also objected on grounds that the application
failed to satisfy the "no adverse interest" requirement because of
a possible preferential transfer.

Ms. Watts has been the debtor's attorney since 2006 and her legal
services encompass a range of issues including real estate
matters, vendor contracts, leases, employee issues, and other
corporate work.  Sea Trail currently owes $125,000 to Cox & Watts
in pre-petition fees.  Ms. Watts has testified that she received a
$50,000 fee from the debtor's operating account four days prior to
the debtor's bankruptcy filing, though this payment was not
disclosed in her affidavit in support of the application.

                          About Sea Trail

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation operates the Sea Trail Golf Resort and Conference
Center.  The business operations are comprise of three operating
divisions, including the golf division, the convention and resort
division, and the real estate division.

Sea Trail filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
11-07370) on Sept. 27, 2011, in Wilson, North Carolina.  The
Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  Sea Trail tapped Dana Connelly as Chief
Operating Officer.  RE/MAX serves as the Debtor's broker.

Sea Trail Corporation's official committee of unsecured creditors
had retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.


SEQUENOM INC: RA Capital Discloses 5.2% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, RA Capital Management, LLC, and its affiliates
disclosed that, as of Nov. 29, 2011, they beneficially own
5,169,800 shares of common stock of Sequenom, Inc., representing
5.20% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/8ed57z

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SEQUOIA PARTNERS: C. Hillebrand Wants $1.1MM Award for Fraud
------------------------------------------------------------
C. Hillebrand Ranch Corp., asks the U.S. Bankruptcy Court for the
District of Oregon to:

   -- issue a judgment against Sequoia Partners, LLC, ordering
      that the debt in controversy be nondischargeable in
      Bankruptcy under Section 523(a)(2)(A) of the Bankruptcy
      Code; and

   -- award damages for common law fraud for the debt amount of
      $1,155,000 plus pre- and post-judgment interest from
      Feb. 18, 2008, and punitive damages.

C. Hillebrand possessed a leasehold interest in real property
located at Paradise Ranch Resort in Josephine County, Oregon for
five 99-year terms, the first of which beginning in 1998.  In
2007, C. Hillebrand entered into an agreement to sell its entire
leasehold interest in the property to the Debtor for $7,000,000.

C. Hillebrand asserts that the Debtor committed false pretenses,
false representation, and actual fraud by falsely promising to pay
C. Hillebrand with the Home Valley Bank line of credit with no
intention of acting in accordance with the agreement.

C. Hillebrand relates that the Debtor defaulted on its loan
obligations under the sale agreement.  In 2008, the parties
amended the agreement which provided for C. Hillebrand to forbear
from immediately pursuing its rights regarding the defaulted loan
in consideration for the Debtor's agreement to pay C. Hillebrand
55% of the Debtor's disbursements under a $2,100,000 line of
credit with Home Valley Bank.  C. Hillebrand continued that the
Debtor withdrew from the Home Valley Bank line of credit, but did
not pay C. Hillebrand 55% of the disbursement as required under
the agreement.

C. Hillebrand is represented by:

         Joseph E. Kellerman, Esq.
         717 Murphy Road
         Medford, OR 97504
         Tel: (541) 779-8900

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, serves as accountant.  CPM Real Estate Services,
Inc., serves as loan broker.  The Debtor estimated assets at $50
million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.   The
Committee tapped Douglas R. Schultz and Cassie K. Jones and the
law firm of Gleaves Swearingen Potter & Scott LLP as its counsel.


SHAMROCK-SHAMROCK INC: Seeks to Employ M. Gilmore as Attorney
-------------------------------------------------------------
Shamrock-Shamrock, Inc., seeks permission from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Marshall J.
Gilmore, Esq., to represent in certain state court litigation
proceedings.  The Debtor is in need of an attorney versed in real
property foreclosure litigation law, as well as qui tam actions,
to represent the Debtor before State Court relating to claims
against Wells Fargo and Deutsche Bank for second mortgage defense.
Those claims would generate funds to be paid to unsecured
creditors.

Compensation for the representation in the pending State Court
actions will comprise of:

   (a) State of Florida ex rel Shamrock-Shamrock, Inc. vs. Wells
       Fargo et al. Case No. 2010 CA 3912, Leon County Circuit
       Court: qui tam action now under seal to recover a false
       claim for unpaid taxes due the State of Florida.  The
       Debtor will be entitled to the relator staturoty fee for
       discovering and filing the case on behalf of the State of
       Florida.

   (b) Deutsche Bank v. Sliwa and Shamrock-Shamrock, Case No. 09-
       CICI- 31733 in the Circuit Court of Volusia County, FL:
       Debtor is second lien holder in matter where first lien is
       invalid.  Debtor's interest that may be recovered is in
       excess of $100,000, plus attorney fees and costs and
       interest.

   (c) Deutsche Bank v. Sliwa and Shamrock-Shamrock, Case No.
       2011-30881 CICI in the Circuit Court of Volusia County, FL:
       Debtor is second lien holder in matter where first lien is
       invalid.  Debtor's interest that may be recovered is in
       excess of $100,000, plus attorney fees and court costs and
       interest.

   (d) Deutsche Bank v. Lawson and Shamrock-Shamrock, et al., Case
       No. 09-CICI - 30059 in the Circuit Court of Volusia County,
       FL: Debtor is second lien holder in matter where first lien
       is invalid.  The Debtor's interest that may be recovered is
       in excess of $100,000, plus attorney fees and court costs
       and interest.

   (e) Shamrock-Shamrock vs Lawson, unfilled lawsuit on note
       secured by real estate to recover the amount of in excess
       of $100,000, plus attorney fees, court costs and interest.

   (f) Deutsche Bank v. Gould and Shamrock-Shamrock, Case No. 09-
       1758 in the Circuit Court of Monroe County, FL: Debtor is
       second lien holder in matter where first lien is invalid.
       Debtor's interest that may be recovered is in excess of
       $100,000, plus attorney fees and court costs and interest.

   (g) Deutsche Bank Trust, Series 1 vs Atlantic Condo Partners
       III, LLC Case No. 2009 -CICI 33687.

   (h) Deutsche Bank Trust, Series 2 vs Atlantic Condo Partners
       III, LLC., Case No. 2009 - CICI 334809.

   (i) Wells Fargo vs. Gould and Florida Lifestyle Homes, Case No.
       2009-CA-1758. Case wherein in excess of $100,000 may be
       recovered as second lien holder.

Marshall Gilmore assures the Court that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

A hearing was held on Dec. 9, 2011, to consider the Application.
As of press time, no order has been released.

                    About Shamrock-Shamrock Inc.

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.

The Debtor disclosed in its amended schedules $12,904,154 in
assets and $17,036,102 in liabilities.  In the original schedules,
the Company disclosed assets of $12,904,154 and liabilities of
$17,021,201, owing on mortgages to a variety of lenders.


SMITH CREEK: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Smith Creek Partners, LP
        2030 Buffalo Terrace
        Houston, TX 77019

Bankruptcy Case No.: 11-40495

Chapter 11 Petition Date: December 7, 2011

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

Judge: Jeff Bohm

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  FUQUA & ASSOCIATES, PC
                  5005 Riverway, Ste. 250
                  Houston, TX 77056
                  Tel: (713) 960-0277
                  E-mail: fuqua@fuquakeim.com

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

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

The petition was signed by Stephen R. Fincher, president of
Linchpin Investments, Inc., general partner.

Debtor's List of 14 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Dale S. O'Reilly                                 $103,500
13503 Myrtlea
Houston, TX 77079

Edmund R. Covel                                  $65,000
14711 Cindywood
Houston, TX 77079

Starr Western Real Estate                        $50,000
716 Grand Avenue
Glenwood Springs, CO 81601

Douglas Rau                                      $50,000
1615 Treasure Oaks Drive
Katy, TX 77450

Merit Financial, Inc                             $36,000

Richard Rau                                      $35,000

Paula Wells                                      $35,000

John Brewster                                    $25,000

HP Geotech                                       $16,000

Michael Lawder                                   $15,000

Dennis Nelson                                    $15,000

Sopris Engineering, Inc.                         $9,000

Gerald Ghutzman                                  $5,000

William Padon                                    $3,500


SOUTHERN STAR: Owner Gets 9 Years Jail Sentence on Wire Fraud
--------------------------------------------------------------
The Monitor reports that U.S. District Judge David Hittner on
Wednesday sentenced a former Mission attorney and chairman of Bank
of South Texas to nine years in prison and to pay back more than
$1.4 million to his victims after committing wire fraud.

The Monitor relates that Rogelio "Roy" Ibanez Jr., pleaded guilty
in July to defrauding customers of Southern Star Title Company, a
business he owned that operated from McAllen and Edinburg.

According to the report, Mr. Ibanez admitted he took money from
the company's escrow account without telling or asking for
permission from the affected customers.

The report says the fraud left Southern Star Title insolvent and
liquidated by the state's Department of Insurance.  The Texas
Title Insurance Guaranty Association replaced the missing money in
the escrow account, the report notes.

Beyond the prison time, Mr. Ibanez also will have to pay more than
$1.4 million back to his victims, including more than $542,000 to
the receiver of Southern Star Title, the report relates.


STANDARD STEEL: Moody's Says 'B3' CFR Unaffected by Amendment
-------------------------------------------------------------
Moody's Investors Service said the ratings, including the B3
corporate family and secured notes ratings of Standard Steel, LLC
are unaffected by the amendment that converted the $26 million
revolving credit facility into a $7.5 million LC-only facility and
the new $20 million unsecured revolver due March 2012 put in place
with its new affiliate, Sumitomo Metal USA, Inc. The stable
outlook remains unchanged.

These summarizes the current ratings:

Corporate family rating at B3

Probability of default rating at B3

$140 million senior secured notes due 2015 at B3 (to LGD-3, 48%)
from (LGD-4, 54%)

RATINGS RATIONALE

The revolving credit facility change and new facility put in place
result in a revision to the point estimates for the B3 rated $140
million senior secured notes due 2015 to B3 (LGD-3, 48%) from B3
(LGD-4, 54%). The lower loss reflected in the revised LGD
assessments for the secured notes reflects the notes' priority
over the new unsecured $20 million revolver with Sumitomo Metal.

The principal methodology used in rating Standard Steel, LLC was
the Global Manufacturing Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Standard Steel, LLC, based in Burnham, PA, manufactures forged
wheels and axles used in freight and passenger rail cars and
locomotives. The company had last twelve months ended October 2,
2011 revenues of approximately $230 million. The company is owned
by Sumitomo Metals Industries, Ltd. and Sumitomo Corporation.


STERLING SHOES: Closes 53 Stores; CCAA Stay Extended to April
-------------------------------------------------------------
Sterling Shoes Inc. and Sterling Shoes GP Inc. (general partner of
Sterling Shoes Limited Partnership) announce the proposed future
closure of 53 store locations in British Columbia, Alberta and
Ontario.

Stores were selected for closing after extensive analysis and
based on parameters established as part of the Company's business
strategy.  Liquidation activity in the closing stores commenced on
Dec. 9, 2011.

The Company is continuing with 5 Freedman stores, 28 Sterling
stores and 72 Shoe Warehouse stores.  These remaining stores will
continue to operate on a normal basis.  Upon completion of the
store-closing process, the Company's total store portfolio will
consist of 105 stores.

The Company believes that the restructured store portfolio is an
integral and positive step towards building the foundation for
future growth and re-establishing the Company's long-term
viability.

The Company has obtained an order from the Supreme Court of
British Columbia under the Companies' Creditors Arrangement Act
(Canada) providing a further extension to the stay of proceedings
which was granted pursuant to an initial order obtained by the
Company on Oct. 21, 2011 and was first extended by a further order
obtained on Nov. 18, 2011.  With the Order the Court has extended
the Stay until April 2, 2012 with liberty to apply to further
extend the Stay period.  Under supervision of the Court, Sterling
Shoes' management has been developing a restructuring plan that
management believes will facilitate returning the Company to a
position of financial health.

                       About Sterling Shoes

Sterling Shoes is headquartered in Vancouver, B.C. and is a
leading independent footwear retailer offering a broad selection
of private label and brand name shoes and accessories.  Founded in
1987, Sterling Shoes LP operates over 100 stores across Canada.


SYNIVERSE HOLDINGS: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has changed its ratings outlook for
Syniverse Holdings Inc. to positive from stable based on the
company's strong financial performance, improving credit metrics
and very good liquidity profile. All other existing ratings,
including Syniverse's B2 corporate family rating (CFR) were
affirmed.

Moody's has taken these rating actions:

   Issuer: Syniverse Holdings Inc.

   -- Outlook, Changed to Positive from Stable

RATINGS RATIONALE

The positive outlook reflects Syniverse's continued strong
operating performance, which has allowed the company to modestly
de-lever following its LBO in December 2010. Moody's anticipates
that leverage will be at or below 4.5x (Moody's adjusted,
primarily for operating leases) by year-end 2012. Syniverse's
financial metrics and strong operating performance are favorable
relative to its B2 rating. However, these strong quantitative
metrics are offset by three key risks: (1) that rapid
technological change could lead to a decline in transaction
volumes and revenues, (2) the pressure to lower transaction rates
for customers upon contract renewal and (3) the risk of future
debt-funded acquisitions or a large payout to its equity sponsors.

Over the past three quarters, Syniverse's network services segment
revenues grew by over 30% versus the same period in 2010 due to
higher transaction volumes in North America and the launch of the
company's LNP services in India. Costs have remained stable,
resulting in EBITDA growth and leverage falling faster than
expected. Moody's projects Syniverse's Debt/EBITDA (Moody's
adjusted) could fall below 4x within the next 2 to 3 years, absent
any debt-funded acquisitions or shareholder returns.

Roaming revenue could decline over time as industry consolidation
continues and carriers build out more ubiquitous coverage. The
adoption of 4G LTE technology could create both opportunities and
challenges to for Syniverse. A standards-based adoption of LTE by
carriers could simplify roaming and diminish the role of Syniverse
to carriers. However, the company could take advantage of this
opportunity by offering more value added services which would more
deeply integrate Syiniverse into service providers' operational
support systems. Additionally, the evolution to LTE will be
gradual. Existing 3G networks will operate in conjunction with 4G
networks for many years, potentially increasing the complexity of
roaming in the medium term. Even in the long-run, capacity
shortages (due to both spectrum and network congestion), could
drive carriers to utilize roaming arrangements to handle the
growing traffic load. Further, Syniverse's role as a neutral
third-party clearinghouse could help maintain its market share.

Syniverse has a strong track record of customer retention,
claiming 98% contract renewal rate since 2006. However, with each
contract renegotiation, transaction prices typically fall due to
volume growth and competition from other providers such as TNS and
Mach. Historically, price declines have been offset by strong
volume growth and additional revenues from new value added
services.

Moody's expects Syniverse to have very good liquidity over the
next twelve months. The company had approximately $175 million in
cash or equivalents and an undrawn $150 million revolving credit
facility at the end of the third quarter of 2011.

Moody's could upgrade Syniverse's ratings if leverage (Moody's
adjusted) continues to trend towards 4.5x and free cash flow-to-
debt approaches 10%, both on a sustainable basis.

The ratings could face downward pressure if the company no longer
generates revenue growth, or free cash flow-to-debt falls below
5%. Should leverage remain near 6x for an extended period, and/or
liquidity be strained in any way, Moody's would consider a
downward rating action.

The principal methodology used in rating Syniverse was the Global
Business & Consumer Service Industry Industry Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in Tampa, Florida, Syniverse Holdings, Inc is a provider of
technology outsourcing to wireless telecommunications carriers
with last twelve month revenues of $749 million for the period
ending September 30, 2011.


TMP DIRECTIONAL: Proposes Jan. 16 as Claims Bar Date
----------------------------------------------------
TMP Directional Marketing LLC asks the Bankruptcy Court to
establish Jan. 16, 2012, at 5:00 p.m., prevailing Eastern Time, as
the deadline for creditors to submit proofs of claim; and June 4,
2012, at 5:00 p.m., prevailing Eastern Time, as the deadline for
government entities to file proofs of claim.  The Debtors also ask
the Court to approve procedures for the filing of claims.

                  About TMP Directional Marketing

TMP Directional Marketing LLC, along with affiliates, filed for
bankruptcy (Bankr. D. Del. Case No. 11-13835) with plans to
liquidate its remaining assets according to a prepackaged plan.
TMP specialized in placing ads in the yellow pages of local
telephone books. Before ceasing substantially all of operations in
early April 2011, TMP was one of the leading providers of directed
search marketing in the United States, employing nearly 400 people
in 10 offices throughout the country.

TMP was spun off from Monster Worldwide Inc.  Audax Group acquired
TMP in the 2005 spinoff.  Monster isn't in bankruptcy and is no
longer involved in the company.

The Chapter 11 plan has been accepted by more than 95% of voting
creditors.  The Company estimated that unsecured creditors will
collect 11% to 18% of what they are owed.  Secured lenders
required TMP to pay them off earlier this year, helping cause the
business to shut down.  Unsecured creditors, asserting $112
million in claims, formed an ad hoc committee to negotiate the
Chapter 11 plan.  The Ad Hoc Committee consists of AT&T Yellow
Pages Holdings LLC; Genesis Publisher Services, SuperMedia LLC,
Dex One Corporation, Directory Publishing Solutions Inc., Local
Insight Media Holdings Inc., National Solutions, Inc., Yellowbook,
Inc., and Names and Numbers.  Other members may be added from time
to time.

TMP's petition disclosed assets of $65.3 million, with debt
totaling $134.8 million.  Among the debt, $132.9 million is
unsecured.  James A. Stempel, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP; and Domenic E. Pacitti, Esq., and Morton
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, serve as
the Debtors' counsel.  CRG Partners Group LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions LLC
serves as claims and balloting agent.  The petition was signed by
Timothy P. Nugent, vice president, assistant secretary, and
assistant treasurer.

Affiliates filing for bankruptcy are TMP DM, Inc. (Case No.
11-13836) and TMP DM, LLC (Case No. 11-13837).

General Electric Capital Corp., as agent to the prepetition
lenders, is represented by: Peter Knight, Esq., at Latham &
Watkins LLP, and Eric Lopez Schnabel, Esq., at Dorsey & Whitney
LLP.  Lender CapitalSource is represented by Mary Bucci, Esq., at
Brown Rudnick LLP, and Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP.  The Ad Hoc Committee is represented by Brett H.
Miller, Esq., and William M. Hildbold, Esq., at Morrison &
Foerster LLP.


TMP DIRECTIONAL: Hiring CRG's Jonathan Nash as CRO
--------------------------------------------------
TMP Directional Marketing LLC asks the Court to approve its
employment of CRG Partners Group LLC as restructuring advisors and
CRG partner Jonathan J. Nash -- Jon.Nash@crgpartners.com -- as
chief restructuring officer.

TMP Directional said it is hiring CRG and Mr. Nash in accordance
with the "Jay Alix" protocol established with the Office of the
United States Trustee for the District of Delaware.  In October
2001, the Delaware Bankruptcy Court approved a settlement between
the U.S. Trustee and Jay Alix and Associates, under which Jay
Alix, along with its affiliates, agreed to abide by certain
guidelines in seeking to be retained in future Chapter 11 cases.
The stipulations, each dated Sept. 11, 2001, were entered in the
cases In re Safety-Kleen Corp., No. 00-2303 (Bankr. D. Del.), and
In re Harnischfeger Industries Inc., No. 99-2171 (Bankr. D. Del.).

CRG has been providing services to the Debtors since December
2010.  Mr. Nash was appointed to the Debtors' board of directors
in May 2011.

The Debtors propose to pay CRG for the services of Mr. Nash and
other CRG professionals at their customary hourly billing rates,
which range from $175 to $675 an hour.  The Debtors have provided
CRG with a $250,000 retainer.  The Debtors also have paid the firm
$381,233 in the 90 days prior to the petition date for monthly
prepetition fees and expenses.

CRG attests that neither CRG nor any professional employee or
independent contractor of CRG has any connection with or any
interest adverse to the Debtors, their significant creditors, or
any other significant party in interest known to CRG, or their
attorneys and accountants.  CRG is "disinterested" as defined in
Sec. 101(14) of the Bankruptcy Code.

                  About TMP Directional Marketing

TMP Directional Marketing LLC, along with affiliates, filed for
bankruptcy (Bankr. D. Del. Case No. 11-13835) with plans to
liquidate its remaining assets according to a prepackaged plan.
TMP specialized in placing ads in the yellow pages of local
telephone books. Before ceasing substantially all of operations in
early April 2011, TMP was one of the leading providers of directed
search marketing in the United States, employing nearly 400 people
in 10 offices throughout the country.

TMP was spun off from Monster Worldwide Inc.  Audax Group acquired
TMP in the 2005 spinoff.  Monster isn't in bankruptcy and is no
longer involved in the company.

The Chapter 11 plan has been accepted by more than 95% of voting
creditors.  The Company estimated that unsecured creditors will
collect 11% to 18% of what they are owed.  Secured lenders
required TMP to pay them off earlier this year, helping cause the
business to shut down.  Unsecured creditors, asserting $112
million in claims, formed an ad hoc committee to negotiate the
Chapter 11 plan.  The Ad Hoc Committee consists of AT&T Yellow
Pages Holdings LLC; Genesis Publisher Services, SuperMedia LLC,
Dex One Corporation, Directory Publishing Solutions Inc., Local
Insight Media Holdings Inc., National Solutions, Inc., Yellowbook,
Inc., and Names and Numbers.  Other members may be added from time
to time.

TMP's petition disclosed assets of $65.3 million, with debt
totaling $134.8 million.  Among the debt, $132.9 million is
unsecured.  James A. Stempel, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP; and Domenic E. Pacitti, Esq., and Morton
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, serve as
the Debtors' counsel.  CRG Partners Group LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions LLC
serves as claims and balloting agent.  The petition was signed by
Timothy P. Nugent, vice president, assistant secretary, and
assistant treasurer.

Affiliates filing for bankruptcy are TMP DM, Inc. (Case No.
11-13836) and TMP DM, LLC (Case No. 11-13837).

General Electric Capital Corp., as agent to the prepetition
lenders, is represented by: Peter Knight, Esq., at Latham &
Watkins LLP, and Eric Lopez Schnabel, Esq., at Dorsey & Whitney
LLP.  Lender CapitalSource is represented by Mary Bucci, Esq., at
Brown Rudnick LLP, and Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP.  The Ad Hoc Committee is represented by Brett H.
Miller, Esq., and William M. Hildbold, Esq., at Morrison &
Foerster LLP.


TMP DIRECTIONAL: Taps Klehr Harrison as Bankruptcy Co-Counsel
-------------------------------------------------------------
TMP Directional Marketing LLC seeks Bankruptcy Court authority to
employ Klehr Harrison Harvey Branzburg LLP as bankruptcy co-
counsel.  The Debtors propose to pay the firm at these hourly
rates:

          Billing Category               Range
          ----------------               -----
          Partners                    $400 - $600
          Of Counsel                  $325 - $400
          Associates                  $250 - $385
          Paraprofessionals           $175

The Debtors provided a $28,177 retainer to the firm on Feb. 22;
$50,000 on May 17; and $75,000 on Dec. 2.

The firm's Domenic E. Pacitti, Esq., attests that Klehr is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code and does not hold or represent an interest
adverse to the Debtors' estates.

                  About TMP Directional Marketing

TMP Directional Marketing LLC, along with affiliates, filed for
bankruptcy (Bankr. D. Del. Case No. 11-13835) with plans to
liquidate its remaining assets according to a prepackaged plan.
TMP specialized in placing ads in the yellow pages of local
telephone books. Before ceasing substantially all of operations in
early April 2011, TMP was one of the leading providers of directed
search marketing in the United States, employing nearly 400 people
in 10 offices throughout the country.

TMP was spun off from Monster Worldwide Inc.  Audax Group acquired
TMP in the 2005 spinoff.  Monster isn't in bankruptcy and is no
longer involved in the company.

The Chapter 11 plan has been accepted by more than 95% of voting
creditors.  The Company estimated that unsecured creditors will
collect 11% to 18% of what they are owed.  Secured lenders
required TMP to pay them off earlier this year, helping cause the
business to shut down.  Unsecured creditors, asserting $112
million in claims, formed an ad hoc committee to negotiate the
Chapter 11 plan.  The Ad Hoc Committee consists of AT&T Yellow
Pages Holdings LLC; Genesis Publisher Services, SuperMedia LLC,
Dex One Corporation, Directory Publishing Solutions Inc., Local
Insight Media Holdings Inc., National Solutions, Inc., Yellowbook,
Inc., and Names and Numbers.  Other members may be added from time
to time.

TMP's petition disclosed assets of $65.3 million, with debt
totaling $134.8 million.  Among the debt, $132.9 million is
unsecured.  James A. Stempel, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP; and Domenic E. Pacitti, Esq., and Morton
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, serve as
the Debtors' counsel.  CRG Partners Group LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions LLC
serves as claims and balloting agent.  The petition was signed by
Timothy P. Nugent, vice president, assistant secretary, and
assistant treasurer.

Affiliates filing for bankruptcy are TMP DM, Inc. (Case No.
11-13836) and TMP DM, LLC (Case No. 11-13837).

General Electric Capital Corp., as agent to the prepetition
lenders, is represented by: Peter Knight, Esq., at Latham &
Watkins LLP, and Eric Lopez Schnabel, Esq., at Dorsey & Whitney
LLP.  Lender CapitalSource is represented by Mary Bucci, Esq., at
Brown Rudnick LLP, and Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP.  The Ad Hoc Committee is represented by Brett H.
Miller, Esq., and William M. Hildbold, Esq., at Morrison &
Foerster LLP.


TRAILER BRIDGE: Final Hearing on $15MM DIP Loan Tomorrow
--------------------------------------------------------
Trailer Bridge Inc. will appear before the Bankruptcy Court in
Jacksonville, Florida, tomorrow afternoon, Dec. 14 at 1:30 p.m.,
to seek final approval of its $15 million postpetition financing.

The Debtor won authority to use the $5 million portion of the
facility on an interim basis.

On Nov. 18, 2011, Trailer Bridge entered into a Debtor-in-
Possession Term Loan and Security Agreement, with Whippoorwill
Distressed Opportunity Fund, L.P., WellPoint, Inc., Whippoorwill
Institutional Partners, L.P., Whippoorwill Associates, Inc. Profit
Sharing Plan, Principal Variable Contracts Fund, Inc. Income
Account, and Principal Fund, Inc. Income Fund, as the lenders, and
Law Debenture Trust Company of New York, as agent.

The lenders' DIP commitments are:

     Whippoorwill
        Distressed
        Opportunity Fund, L.P.               $4,879,672
     WellPoint, Inc.                         $6,252,272
     Whippoorwill Institutional
        Partners, L.P.                       $1,225,128
     Whippoorwill Associates, Inc.
        Profit Sharing Plan                     $97,928
     Principal Variable Contracts
        Fund, Inc. Income Account              $364,000
     Principal Fund, Inc. - Income Fund      $2,181,000
                                          -------------
          Total                             $15,000,000

The Company agreed to secure its obligations under the loan
documents by granting the Agent, for the benefit of the Agent and
the Lenders, a first-priority security interest in and lien upon
all of the Company's existing and after-acquired personal and real
property subject to certain carve-outs as defined in the DIP
Credit Agreement.

The interest rate provided under the DIP Credit Agreement is 7.0%
and increases to 9.0% in the event of a default or event of
default as defined in the DIP Credit Agreement.  The DIP Credit
Agreement requires the Company to pay a non-refundable upfront fee
of 4.0% of the loan amount.

The DIP facility matures one year from the Petition Date or upon
the confirmation of a plan of reorganization.

The Debtor's pre-bankruptcy capital structure consists of:

     $4.3 million under a June 2007 Term Loan and Security
                  Agreement with Wells Fargo N.A., as successor in
                  interest to Wachovia Bank, N.A., as agent;

     $5.9 million under an April 2004 Revolving Loan and Security
                  Agreement with Wells Fargo N.A., as successor by
                  merger to Congress Financial Corporation
                  (Florida);

    $13.4 million under the Title IX Ship Financing Bonds,
                  including the (a) 7.07% Sinking Fund Bonds due
                  Sept. 22, 2022, pursuant to which the Borrower
                  was authorized to issue up to $16.918 million in
                  an aggregate principal amount, guaranteed by the
                  United States Government (U.S. Department of
                  Transportation Maritime Administration); and
                  (b) 6.52% Sinking Fund Bonds due March 30, 2023,
                  pursuant to which the Borrower was authorized to
                  issue up to $10.515 million in aggregate
                  principal amount, guaranteed by the U.S.
                  Government; and

    $82.5 million under the Debtor's 9.25% senior secured notes,
                  due Nov. 15, 2011

At Wednesday's hearing, the Debtor will also seek final approval
of its request to use cash collateral securing its prepetition
obligations to Wells Fargo and the U.S. Department of
Transportation Maritime Administration.  The Debtor entered into
separate agreed orders with Wells Fargo and with MarAd regarding
adequate protection of Wells Fargo's and MarAd's interests in the
collateral.

The DIP Lenders have reserved all rights and potential remedies
with respect to any adequate protection payment made on account of
Wells Fargo's request for payment of default interest.

The Debtor agreed to provide Wells Fargo with adequate protection
payments in the form of, among other things, (i) current monthly
interest payments at the default interest rate under the Wells
Revolver; (ii) current monthly interest payments under the Wells
Term Loan; (iii) first priority replacement liens; (iv) an allowed
superpriority claim in accordance with section 507(b) of the
Bankruptcy Code for any diminution of value of its collateral; and
(v) reasonable professional fees and expenses.

The DIP Lenders said applicable case law does not support payment
of interest at the default rate, and such payment is prejudicial
to the Debtor's creditors.

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc.
-- http://www.trailerbridge.com/-- provides integrated trucking
and marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.   Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  Kurtzman Carson Consultants LLC
serves as its claims, noticing and balloting agent.  In its
petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Mark A. Tanner, co-
chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.

Law Debenture, agent to the Debtor's DIP lenders, may be reached
at:

          LAW DEBENTURE TRUST COMPANY OF NEW YORK
          400 Madison Avenue, Suite 4D
          New York, NY 10017
          Attention: Corporate Trust - Trailer Bridge
          Tel: (212) 750-6474
          Fax: (212) 750-1361
          E-mail: new.york@lawdeb.com
                  Michael.Smith@lawdeb.com

Law Debenture is represented by:

          John J. Rapisardi, Esq.
          Douglas S. Mintz, Esq.
          CADWALADER WICKERSHAM & TAFT LLP
          One World Financial Center
          New York, NY 10281
          Tel: 212-504-5585
          E-mail: john.rapisardi@cwt.com
                  douglas.mintz@cwt.com

               - and -

          Jordi Guso, Esq.
          BERGER SINGERMAN
          200 South Biscayne Blvd, Suite 1000
          Miami, FL 33131
          Tel: 305-714-4375
          E-mail: JGuso@bergersingerman.com

Wells Fargo Bank N.A., agent to the Debtor's pre-bankruptcy
lenders, is represented by:

          Jonathan N. Helfat, Esq.
          OTTERBOURG, STEINDLER, HOUSTON & ROSEN P.C.
          230 Park Avenue
          New York, NY 10169
          Tel: 212-905-3626
          E-mail: jhelfat@oshr.com

               - and -

          Stephen D. Busey, Esq.
          SMITH HULSEY & BUSEY
          225 Water Street, Suite 1800
          Jacksonville, FL 32202
          Tel: 904-359-7777
          E-mail: busey@smithhulsey.com

Deutsche Bank Trust Company Americas, as successor Indenture
Trustee of the Debtor's Senior Bonds, is represented by:

          Gregg S. Bateman, Esq.
          SEWARD KISSEL LLP
          One Battery Park Plaza
          New York, NY 10004
          Tel: 212-574-1436
          E-mail: bateman@sewkis.com

Creditor Seacor Holdings Inc. is represented by:

          Dennis F. Dune, Esq.
          MILBANK TWEED HADLEY & MCCLOY LLP
          1 Chase Manhattan Plaza
          New York, NY 10005
          Tel: 212-530-5770
          E-mail: ddunne@milbank.com

U.S. Bank N.A., Corporate Trust Services, as indenture trustee to
the outstanding MARAD bonds, is represented by:

          Leslie Davenport, Esq.
          SHIPMAN AND GOODMAN LLP
          One Constitution Plaza
          Hartford, CT 06103
          Tel: (860) 251-5918
          E-mail: ldavenport@goodwin.com


TRAILER BRIDGE: Lenders Want Exit Plan Confirmed by March 30
------------------------------------------------------------
Trailer Bridge, Inc. is required under its $15 million DIP
financing facility arranged by Law Debenture Trust Company of New
York, as agent, to meet these milestones:

     Dec. 31, 2011   -- 45 days from the petition date to file
                        a plan of reorganization and disclosure
                        statement reasonably acceptable in form
                        and substance to the Lenders;

     Feb. 9, 2012    -- 85 days from the petition date to hold a
                        disclosure statement;

     March 30, 2012  -- 135 days from the petition date to obtain
                        confirmation of the plan;

     April 14, 2012  -- 15 days from confirmation to consummate
                        the plan

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc.
-- http://www.trailerbridge.com/-- provides integrated trucking
and marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.   Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  Kurtzman Carson Consultants LLC
serves as its claims, noticing and balloting agent.  In its
petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Mark A. Tanner, co-
chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.

Law Debenture Trust Company of New York, agent to the Debtor's DIP
lenders, may be reached at John J. Rapisardi, Esq., and Douglas S.
Mintz, Esq., at Cadwalader Wickersham & Taft LLP, and Jordi Guso,
Esq., at Berger Singerman.  Wells Fargo Bank N.A., agent to the
Debtor's pre-bankruptcy lenders, is represented by Jonathan N.
Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen P.C., and
Stephen D. Busey, Esq., at Smith Hulsey & Busey.  Deutsche Bank
Trust Company Americas, as successor Indenture Trustee of the
Debtor's Senior Bonds, is represented by Gregg S. Bateman, Esq.,
at Seward Kissel LLP.  Creditor Seacor Holdings Inc. is
represented by Dennis F. Dune, Esq., at Milbank Tweed Hadley &
McCloy LLP.  U.S. Bank N.A., Corporate Trust Services, as
indenture trustee to the outstanding MARAD bonds, is represented
by Leslie Davenport, Esq., at Shipman and Goodwin LLP.


TRAILER BRIDGE: Wins Approval to Hire Kurtzman as Claims Agent
--------------------------------------------------------------
Trailer Bridge Inc. won Court authority to employ Kurtzman Carson
Consultants LLC as its claims, noticing and balloting agent.
Although the Debtor has not yet filed its schedules of assets and
liabilities, it anticipates that there may be thousands of
entities that the Debtor will be required to serve with various
notices, pleadings and other documents filed in the case.  The
Debtors believe the appointment of KCC will expedite the
distribution of notices and relieve the office of the Clerk of
Court of the administrative burden of processing those notices.

The Debtor is required to pay KCC a $20,000 retainer according to
the parties' engagement agreement.

Albert Kass -- akass@kccllc.com -- KCC vice president of corporate
restructuring services, attests that neither the firm, nor its
employees, represent any interest materially adverse to the
Debtor's estates with respect to any matter upon which KCC is to
be engaged.  Moreover, KCC is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

KCC may be reached at:

          KURTZMAN CARSON CONSULTANTS LLC
          2335 Alaska Ave.
          El Segundo, CA 90245
          Drake D. Foster
          Tel: 310-823-9000
          Fax: 310-823-9133
          E-mail: dfoster@kccllc.com

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc.
-- http://www.trailerbridge.com/-- provides integrated trucking
and marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.   Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  In its petition, the Debtor
estimated $100 million to $500 million in assets and debts.  The
petition was signed by Mark A. Tanner, co-chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.

Law Debenture Trust Company of New York, agent to the Debtor's DIP
lenders, may be reached at John J. Rapisardi, Esq., and Douglas S.
Mintz, Esq., at Cadwalader Wickersham & Taft LLP, and Jordi Guso,
Esq., at Berger Singerman.  Wells Fargo Bank N.A., agent to the
Debtor's pre-bankruptcy lenders, is represented by Jonathan N.
Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen P.C., and
Stephen D. Busey, Esq., at Smith Hulsey & Busey.  Deutsche Bank
Trust Company Americas, as successor Indenture Trustee of the
Debtor's Senior Bonds, is represented by Gregg S. Bateman, Esq.,
at Seward Kissel LLP.  Creditor Seacor Holdings Inc. is
represented by Dennis F. Dune, Esq., at Milbank Tweed Hadley &
McCloy LLP.  U.S. Bank N.A., Corporate Trust Services, as
indenture trustee to the outstanding MARAD bonds, is represented
by Leslie Davenport, Esq., at Shipman and Goodwin LLP.


TRAILER BRIDGE: Schedules Filing Deadline Extended to Jan. 3
------------------------------------------------------------
Trailer Bridge Inc. won an extension through Jan. 3, 2012, of the
deadline to file its schedules of assets and liabilities and
statement of financial affairs.  The new deadline represents an
additional 35-day extension from the date the Schedules and SOFAs
are otherwise required to be filed under F.R.B.P. Rule 1007(c),
which gives a debtor 14 days after the petition date to file its
Schedules and SOFAs.

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc.
-- http://www.trailerbridge.com/-- provides integrated trucking
and marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.   Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  Kurtzman Carson Consultants LLC
serves as its claims, noticing and balloting agent.  In its
petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Mark A. Tanner, co-
chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.

Law Debenture Trust Company of New York, agent to the Debtor's DIP
lenders, may be reached at John J. Rapisardi, Esq., and Douglas S.
Mintz, Esq., at Cadwalader Wickersham & Taft LLP, and Jordi Guso,
Esq., at Berger Singerman.  Wells Fargo Bank N.A., agent to the
Debtor's pre-bankruptcy lenders, is represented by Jonathan N.
Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen P.C., and
Stephen D. Busey, Esq., at Smith Hulsey & Busey.  Deutsche Bank
Trust Company Americas, as successor Indenture Trustee of the
Debtor's Senior Bonds, is represented by Gregg S. Bateman, Esq.,
at Seward Kissel LLP.  Creditor Seacor Holdings Inc. is
represented by Dennis F. Dune, Esq., at Milbank Tweed Hadley &
McCloy LLP.  U.S. Bank N.A., Corporate Trust Services, as
indenture trustee to the outstanding MARAD bonds, is represented
by Leslie Davenport, Esq., at Shipman and Goodwin LLP.


TRAVELPORT HOLDINGS: Anthony Bolland Appointed to Board
-------------------------------------------------------
Anthony J. Bolland was appointed to Travelport Limited's Board of
Directors.  Mr. Bolland is one of the representatives on the
Company's Board from the Company's new shareholders, pursuant to
the Shareholders' Agreement the Company and its direct and
indirect parent companies entered into on Oct. 3, 2011, in
connection with the Company's previously disclosed debt
restructuring.  On Dec. 6, 2011, the Company and Mr. Bolland
entered into a letter agreement pursuant to which Mr. Bolland will
be paid $100,000 per year as compensation for his service on the
Board of Directors.

                     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.


TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport Inc. is
a borrower traded in the secondary market at 83.43 cents-on-the-
dollar during the week ended Friday, Dec. 9, 2011, an increase of
0.50 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015, and
carries Moody's LEFT rating and Standard & Poor's RIGHT rating.
The loan is one of the biggest gainers and losers among 131 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     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.


TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 60.21 cents-on-the-
dollar during the week ended Friday, Dec. 9, 2011, a drop of 1.07
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan.  The loan is one of
the biggest gainers and losers among 131 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TURKPOWER CORP: Terminates Proposed Merger with ACM
---------------------------------------------------
After initial due diligence the parties agreed to terminate the
proposed merger between ACM Corporation and TurkPower Corporation.

TurkPower is in advanced discussions regarding other mining assets
and reviewing its options regarding its iron ore asset in Turkey.

                     About TurkPower Corporation

New York-based TurkPower Corporation (formerly Global Ink Supply
Co.) was incorporated on Nov. 4, 2004, in Delaware.  On May 11,
2010, Global Ink Supply Co. changed its name to TurkPower
Corporation.

On Dec. 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.

The Company reported a net loss of $5.86 million on $64,308 of
revenue for the year ended May 31, 2011, compared with a net loss
of $511,149 on $215,050 of revenue during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $10.09
million in total assets, $3.71 million in total liabilities and
$6.37 million in total stockholders' equity.

MaloneBailey LLP, in Houston, Texas, noted that the Company has
incurred losses from operations and has a working capital deficit
as of May 31, 2011, which raises substantial doubt about its
ability to continue as a going concern.


TXU CORP: Bank Debt Trades at 28% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 72.00 cents-on-the-dollar during the week
ended Friday, Dec. 9, 2011, a drop of 0.45 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
131 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $710 million on $2.32 billion of operating revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $2.90 billion on $2.60 billion of operating revenue for
the same period during the prior year.

The Company also reported a net loss of $1.77 billion on $5.67
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.97 million on $6.59 billion
of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $44.02
billion in total assets, $51.68 billion in total liabilities and a
$7.66 billion total deficit.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


ULURU INC: NYSE Amex Accepts Plan; Deadline Moved to March 21
-------------------------------------------------------------
ULURU Inc. has received notice from the NYSE Amex, dated Dec. 5,
2011, indicating that the Exchange has accepted the Company's plan
of compliance and granted the Company an extension until March 21,
2013 to regain compliance with the continued listing standards of
Section 1003(a)(iii) of the Exchange's Company Guide.  Previously,
the Company had received notice from the Exchange, dated Sept. 21,
2011, that the Company was below the Exchange's stockholders'
equity continued listing standards and did not meet the provisions
of Section 1003(a)(iii) since the Company reported stockholders'
equity of less than $6,000,000 at June 30, 2011 and has incurred
losses from continuing operations and/or net losses in its five
most recent fiscal years ended Dec. 31, 2010.  The Company will be
subject to periodic review by Exchange Staff during the extension
period.  Failure to make progress consistent with the plan or to
regain compliance with the continued listing standards by the end
of the extension period could result in the Company being delisted
from the Exchange.

The notice from the Exchange also indicated that the Company is
not in compliance with an additional listing standard as set forth
in Part 10 of the Exchange's Company Guide.  A review by the
Exchange Staff of the Company's Form 10-Q for the period ended
Sept. 30, 2011, indicated that the Company does not meet the
provisions of Section 1003(a)(iv) since the Company has sustained
losses which are so substantial in relation to its overall
operations or its existing financial resources, or its financial
condition has become so impaired that it appears questionable, in
the opinion of the Exchange, as to whether the Company will be
able to continue operations and/or meet its obligations as they
mature.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange by Jan. 5, 2012, that demonstrates the
Company's ability to regain compliance with Section 1003(a)(iv) of
the Company Guide by April 2, 2012. If the Company does not submit
a plan of compliance, or if the plan is not accepted by the
Exchange, the Company will be subject to delisting procedures as
set forth in Section 1010 and part 12 of the Company Guide.

The Company believes it can provide the Exchange with a
satisfactory plan by Jan. 5, 2012, to show that it will be able to
return to compliance with Section 1003(a)(iv) of the Exchange's
Company Guide.

While the notifications from the Exchange does not affect the
current listing of the Company's common stock, the Company's
failure to submit a plan of compliance with Section 1003(a)(iv) by
Jan. 5, 2012, or the failure of the Exchange to accept any plan of
compliance submitted, are likely to result in the Company no
longer being listed on the NYSE Amex.

                           About ULURU Inc.

ULURU Inc. -- http://www.ULURUinc.com/-- is a specialty
pharmaceutical company focused on the development of a portfolio
of wound management and oral care products to provide patients and
consumers improved clinical outcomes through controlled delivery
utilizing its innovative Nanoflex(TM) Aggregate technology and
OraDisc(TM) transmucosal delivery system.


UNISYS CORP: Nathanial Davis Elected to Board of Directors
----------------------------------------------------------
The Board of Directors of Unisys Corporation elected
Nathanial A. Davis as a director of Unisys Corporation and named
him to the Nominating and Corporate Governance Committee of the
Board.  There are no arrangements or understandings between Mr.
Davis and any other person pursuant to which Mr. Davis was elected
a director.  The company is not aware of any transactions with Mr.
Davis that would require disclosure under Item 404(a) of
Regulation S-K.

Mr. Davis will participate in the standard non-employee director
compensation arrangements described under the heading
"Compensation of Directors" in the company's 2011 proxy statement,
which was filed with the SEC on March 16, 2011.  Mr. Davis has not
yet been granted any restricted stock units in connection
with his election as a director.

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company also reported net income of $42.30 million on
$2.86 billion of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $140.20 million on $2.97 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.56
billion in total assets, $3.16 billion in total liabilities and a
$594.50 million total stockholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on Oct. 18, 2011, Fitch Ratings has
affirmed and withdrawn the 'BB-' long-term Issuer Default Rating
of Unisys Corporation.  Fitch has decided to discontinue the
rating, which is uncompensated.


UNITED GILSONITE: Committee Can Hire Gilbert as Insurance Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of United Gilsonite
Laboratories, and James L. Patton, Jr., legal representative for
future claimants, sought and obtained permission from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
Gilbert LLP as insurance counsel.

Upon retention, Gilbert LLP will:

   (a) assist the Committee and Mr. Patton in evaluating the
       Debtor's insurance coverage;

   (b) advise the Committee and Mr. Patton on steps to be taken to
       preserve and maximize insurance coverage; and

   (c) assist the Committee and Mr. Patton with any insurance-
       related matters arising in connection with the formulation
       of a plan of reorganization and Section 524(a) of the
       Bankruptcy Code channeling injunction, and funding any
       trust for the payment of asbestos claims established under
       a plan.

The firm's hourly rates are:

      Scott D. Gilbert      Partner             $900/hour
      Jonathan M. Cohen     Partner             $600/hour
      Neesa Sethi           Associate           $370/hour
      Various Employees     Litigation Support  $175-$290/hour

Gilbert LLP's expenses will be reimbursed solely from the Debtor's
estates.

To the best of the Committee's knowledge, Gilbert LLP is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  Joseph M. Alu & Associates P.C. serves as
accountants.  K&L Gates LLP serves as special insurance counsel.
Lenahan & Dempsey, P.C., Wilbraham, Lawler & Buba, and Steptoe &
Johnson LLP serve as professionals in the ordinary course of the
Debtor's business.  Garden City Group is the claims and notice
agent.  The Company disclosed $21,084,962 in assets and $3,008,688
in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.  Montgomery,
McCracken, Walker & Rhoads, LLP, represents the Committee.


VITESSE SEMICONDUCTOR: William Martin Holds 12.7% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, William C. Martin and his affiliates
disclosed that, as of Dec. 8, 2011, they beneficially own
3,116,627 shares of common stock of Vitesse Semiconductor
Corporation representing 12.7% of the shares outstanding.  The
percentage is based upon 24,487,978 Shares outstanding, which is
the total number of Shares outstanding as of Dec. 5, 2011, as
reported in the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on Dec. 6, 2011.

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

                        http://is.gd/E2TBFU

                           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.


VU1 CORPORATION: Posts $2.4 Million Net Loss in Third Quarter
-------------------------------------------------------------
Vu1 Corporation filed its quarterly report on Form 10-Q, reporting
a net loss of $2.4 million on $nil revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $3.8 million on
on $nil revenue for the same period of 2010.

The Company reported a net loss of $5.5 million on $7,816 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $3.1 million on $nil revenue for the same period last
year..

The Company's balance sheet at Sept. 30, 2011, showed $2.7 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $1.2 million.

As reported in the TCR on April 11, 2011, Peterson Sullivan, LLP,
in Seattle, Wash., expressed substantial doubt about Vu1
Corporation's 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 $4,626,250, and it had negative
cash flows from operations of $3,529,351 in 2010.  "In addition,
the Company had an accumulated deficit of $70,499,569 at Dec. 31,
2010."

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

                       http://is.gd/p0LZYS

New York City-based Vu1 Corporation (OTC BB: VUOC)
-- http://www.Vu1.com/-- designs, develops and manufactures
mercury-free light bulbs using the Company's proprietary Electron
Stimulated Luminescence(TM), or ESL, lighting technology.


WESTERLY HOSPITAL: Moody's Reviews 'Caa1' Rating for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed the Caa1 rating of Westerly
Hospital on review for possible downgrade, affecting $8.6 million
in rated debt outstanding.

SUMMARY RATINGS RATIONALE

Westerly Hospital (Westerly) has been placed on review for
possible downgrade following the hospital's filing for
receivership yesterday and is awaiting the appointment of a
special master. The rating action reflects the uncertainty of the
outcome of the special master's decisions regarding future debt
payments and level of recovery available to bond holders.

According to the issuing authority, Rhode Island Health &
Educational Bldg Corporation, recent debt service payments have
been made on time and in full. The next quarterly payment to the
Trustee is due on December 15, 2011 and the next interest payment
date is January 1, 2012. Furthermore, the debt service reserve
fund remains funded in full at $1.7 million.

According to the Loan Agreement dated February 8, 1994, the act of
bankruptcy is an event of default. It is unclear if the filing for
a special master constitutes an act of bankruptcy. If it is deemed
to be an act of bankruptcy and 30 days pass without the discharge
or dismissal of the proceedings, the principle and accrued
interest on the bonds will be automatically accelerated.

At July 31, 2011, Westerly's unrestricted cash and investments was
$2.6 million (cash on hand of 10.9 days). Furthermore, the
Hospital holds $10 million in collateral (not included in
unrestricted cash and investments by Moody's) for two lines of
credit and a promissory note (total $9.4 million drawn) from a
local bank, Washington Trust. Westerly has permanently restricted
funds of $13.1 million, and temporarily restricted funds of $2.6
million.

According to Hospital officials, Westerly remains open and
operating as normal at this time.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


WHITTON CORP: Lenders Consent to Cash Use Until March 31
--------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada Bank of America, N.A. approved stipulations
authorizing Whitton Corporation, to use the cash collateral of its
lenders.

Lenders Bank of America, N.A., and Bank of Las Vegas consented to
the Debtor's cash collateral access until March 31, 2012.  Secured
creditor GSMS 2004-GG2 Sparks Industrial, LLC consented to the
Debtor's cash collateral use until Jan. 31, 2012.

Bank of America is represented by:

         Rodney Jean, Esq.
         LIONEL SAWYER & COLLINS
         300 South 4th Street, Suite 1700
         Las Vegas, NV 89101

Bank of Las Vegas is represented by:

         Joseph Went, Esq.
         HOLLAND & HART LLP
         9555 Hillwood Drive, 2nd Floor
         Las Vegas, NV 89134

Secured creditor GSMS 2004-GG2 is represented by:

         Phillip Wang, Esq.
         DUANE MORRIS LLP
         Lucas M. Gjovig, Esq.
         One Market Plaza-Spear Tower, Suite 2200
         San Francisco, CA 94105-1127

                    About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition (Bank. D.
Nev. Case No. 10-32857) on Dec. 8, 2010.


YELLOW MEDIA: DBRS Confirms Issuer Rating at 'BB'
-------------------------------------------------
DBRS has confirmed Yellow Media Inc.'s (Yellow Media or the
Company) Issuer Rating at BB, its Medium-Term Notes at BB with an
RR4 recovery rating, its Exchangeable Subordinated Debentures at B
(high) with an RR6 recovery rating and its Preferred Shares at
Pfd-4 (low).  The trend on its Issuer Rating, debt and preferred
shares remains Negative (DBRS lowered its ratings on Yellow Media
on September 28, 2011).

DBRS notes that Yellow Media's unsecured debt has average recovery
prospects while its subordinated debt has poor recovery prospects
under a base case default/recovery scenario.  As such, DBRS has
confirmed Yellow Media's Medium-Term Notes recovery rating at RR4
(30% to 50% expected recovery) with an instrument rating of BB and
confirmed its Exchangeable Subordinated Debentures recovery rating
at RR6 (0% to 10% expected recovery) with an instrument rating at
B (high).

Yellow Media's Issuer Rating at BB reflects two primary factors:
(a) increased concern regarding the timing, execution and success
of Yellow Media?s transition from print to digital; and (b)
limited financial flexibility and liquidity while facing tighter
credit facility covenants and a steady stream of debt maturities
beginning in 2013.  The Negative trend reflects the above factors
along with the uncertainty in the Company's ability to not only
execute on its transformation but to demonstrate its digital
strategy is working while generating/attaining the liquidity
necessary to continue to support this digital transition and its
evolving capital structure over the medium term.  DBRS notes that
these factors are not mutually exclusive.

In terms of Yellow Media's business risk profile, it appears that
the multi-year transition from print to digital that DBRS has
noted for the past number of years has seen an inflection point in
2011.  This has included accelerated print pressure as advertisers
cut back their traditional print directories spending (while
average revenue per advertiser (ARPA) remains steady at $3,441,
total advertisers and advertiser renewal rates continue very
modest erosion) and healthy digital growth that also comes with
additional costs that collectively are not able to compensate for
the decline in print revenue.  As a result, DBRS expects Yellow
Media will continue to face material pressure on its EBITDA and
cash flow from operations (in addition to becoming cash taxable in
2011) over the near to medium term (this expectation and a higher
cost of capital led to a $2.9 billion goodwill writedown in
September 2011).  This pressure is not expected to be fully offset
by reduced financing costs and the elimination of its common share
dividend effective in Q4 2011.  Furthermore, DBRS notes that
despite this pressure over the near to medium term, the Company
has reiterated its medium-term goals for its digital transition by
2014, which include stabilizing EBITDA margins at approximately
50%, generating 50% of its revenue from digital and reacquiring
growth.  DBRS believes it is uncertain at this stage whether the
Company's transition will meet these medium-term goals.

From a financial risk perspective, DBRS notes that Yellow Media's
limited financial flexibility and liquidity are compounded by
little access to the capital markets.  This puts the Company in a
position of being largely reliant on its internally generated free
cash flow as its primary source of liquidity to repay its debt
maturities.  While DBRS notes that reduced debt in 2011 (largely
paid for with proceeds from the sale of Trader Corporation and
LesPAC Inc., as well as free cash flow), the lower resulting
interest expense and the reduction and ultimate elimination of its
common share dividend in Q4 2011 will help in terms of free cash
flow, these will only partially offset the aforementioned pressure
on EBITDA as the print-to-digital transition continues.  Despite
these factors, DBRS expects the Company should be able to generate
free cash flow of $200 million or more per year (DBRS has assumed
cash taxes are paid in the year they are incurred) in 2012.
However, DBRS notes that over the four years from 2013 to 2016,
roughly two-thirds of Yellow Media's total debt ($1.9 billion as
at September 30, 2011) matures.  In 2013, the Company faces its
largest maturity year (likely to be approximately $400 million) as
its credit facility matures in February, followed by notes in July
and December.  DBRS notes that a number of terms and conditions
under its credit facility were amended in September, including a
reduction of the revolver from $500 million to $250 million, the
quarterly amortization of its $250 term loan and tighter financial
covenants.  DBRS expects to monitor Yellow Media's progress on
gaining further liquidity and meeting its financing and debt
repayment needs throughout 2012 as it gets closer to its 2013
maturities.

DBRS notes that Yellow Media must demonstrate meaningful traction
with its digital transition while attaining additional liquidity
to help with refinancing needs to keep its Issuer Rating in the BB
range.  Alternatively, should its transition take longer while
print pressure continues to accelerate, Yellow Media may not have
the ability to handle its debt maturities by means of internally
generated free cash flow as they mature.


YRC WORLDWIDE: DBD Cayman Discloses 20.9% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, DBD Cayman Holdings, Ltd., and its affiliates
disclosed that, as of Dec. 6, 2011, they beneficially own
1,690,996 shares of common stock of YRC Worldwide Inc.
representing 20.9% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/pDwPAX

                       About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


ZIONS BANCORPORATION: Moody's Upgrades LT Deposits Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the debt and deposit ratings of
Zions Bancorporation (Zions; subordinate to B1 from B3) and its
subsidiaries, including the long-term ratings and unsupported bank
financial strength (BFSR) rating of its lead bank, Zions First
National Bank (unsupported BFSR to D+ from D-, mapping to a Ba1 on
the long-term scale, and long-term deposits to Ba1 from Ba3).
Following these rating actions, Moody's outlook on Zions and its
subsidiaries is stable.

RATINGS RATIONALE

Moody's rating action reflects the company's improved asset
quality which has driven Zions' return to profitability. The
decline in Zions' provisions since the second quarter of 2010
follows improvement in the level of nonperforming assets (NPAs,
including 90+ and accruing TDRs, but excluding FDIC covered
assets) which were down 40% from the time of Moody's last rating
action to 4.79% of loans plus OREO at September 30, 2011. The
reduced provision allowed the company to return to profitability
in 2011. The rating action also reflects Zions' improved capital
position which has benefitted by approximately $715 million of
conversions and issuances over the past 5 quarters.

While Zions' concentration in CRE is down from prior levels, at
$11.2 billion, or approximately 2.3 times Moody's adjusted
tangible common equity (TCE), with 30% comprised of construction
and land, this remains a key credit concentration. In addition to
CRE, Zions' also has a concentration in CDOs which consist
primarily of non-investment grade bank trust preferred securities.
Moody's notes the correlation between CRE and bank trust preferred
CDOs, and that in the event of a further downturn in the economy,
Moody's believes it is likely these two portfolios will move
together. Combined, the CRE and CDO portfolios total 2.7 times
TCE. While Zions' regulatory capital position has benefitted over
the past 5 quarters, a harsher economic environment would lead to
heightened losses in these portfolios and would negatively affect
Zions' Tier 1 Common ratio which was 9.5% at September 30, 2011.

Moody's notes that while Zions has returned to profitability,
reserve release accounts for a significant component of pre-tax
earnings. Further, after adjusting for non-recurring events,
Zions' risk adjusted profitability, as measured by pre-provision,
pre-tax earnings, is below that of similarly rated banks. Zions'
core earnings are constrained by its somewhat narrow product mix,
and further pressuring profitability is that asset generation
challenges persist with decreased demand for loans, particularly
in the CRE sector, which accounts for 30% of Zions' portfolio.
Upwards rating pressure could result from improved profitability,
including a transition to less reliance on spread income and the
continued reduction of problem assets.

Moody's last rating action on Zions was on November 1, 2010 when
it affirmed the BFSR and downgraded the long-term deposit and debt
ratings at the banking subsidiaries, including Zions First
National Bank, to Ba3 from Ba2, and B1 from Ba3, respectively, as
a result of a reduction in Moody's systemic support assumptions
for Zions.

The methodologies used in this rating were "Bank Financial
Strength Ratings: Global Methodology", published in February 2007,
"Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology", published in March 2007, and
"Moody's Guidelines for Rating Bank Hybrid Securities and
Subordinated Debt", published in November 2009.

Zions Bancorporation, headquartered in Salt Lake City, UT,
reported total assets of $51.5 billion at September 30, 2011.

Upgrades:

   Issuer: Amegy Bank National Association

   -- Bank Financial Strength Rating, Upgraded to D+ from D-

   -- Issuer Rating, Upgraded to Ba2 from B1

   -- OSO Senior Unsecured OSO Rating, Upgraded to Ba2 from B1

   -- Senior Unsecured Deposit Rating, Upgraded to Ba1 from Ba3

   Issuer: Amegy Corporation

   -- Issuer Rating, Upgraded to Ba3 from B2

   Issuer: California Bank & Trust

   -- Bank Financial Strength Rating, Upgraded to D+ from D-

   -- Issuer Rating, Upgraded to Ba2 from B1

   -- OSO Senior Unsecured OSO Rating, Upgraded to Ba2 from B1

   -- Senior Unsecured Deposit Rating, Upgraded to Ba1 from Ba3

   Issuer: Nevada State Bank

   -- Bank Financial Strength Rating, Upgraded to D+ from D-

   -- Issuer Rating, Upgraded to Ba2 from B1

   -- OSO Senior Unsecured OSO Rating, Upgraded to Ba2 from B1

   -- Senior Unsecured Deposit Rating, Upgraded to Ba1 from Ba3

   Issuer: Zions Bancorporation

   -- Pref. Stock Non-cumulative Preferred Stock, Upgraded to B3
      from Caa3

   -- Subordinate Regular Bond/Debenture, Upgraded to B1 from B3

   -- Senior Unsecured Medium-Term Note Program, Upgraded to
      (P)Ba3 from (P)B2

   Issuer: Zions Capital Trust B

   -- Pref. Stock Preferred Stock, Upgraded to B2 from Caa1

   Issuer: Zions First National Bank

   -- Bank Financial Strength Rating, Upgraded to D+ from D-

   -- Issuer Rating, Upgraded to Ba2 from B1

   -- OSO Senior Unsecured OSO Rating, Upgraded to Ba2 from B1

   -- Senior Unsecured Deposit Rating, Upgraded to Ba1 from Ba3

Outlook Actions:

   Issuer: Amegy Bank National Association

   -- Outlook, Changed To Stable From Positive

   Issuer: Amegy Corporation

   -- Outlook, Changed To Stable From Positive

   -- Issuer: California Bank & Trust

   -- Outlook, Changed To Stable From Positive

   Issuer: Nevada State Bank

   -- Outlook, Changed To Stable From Positive

   Issuer: Zions Bancorporation

   -- Outlook, Changed To Stable From Positive

   Issuer: Zions Capital Trust B

   -- Outlook, Changed To Stable From Positive

   Issuer: Zions First National Bank

   -- Outlook, Changed To Stable From Positive


* Abuse Claim Discharged Even Though Victims Are Minors
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in most states, the statute of limitations on sexual
abuse claims doesn't start to run until the victim reaches age 18.
Consequently, it would seem that a minor with a claim against a
parent wouldn't be discharged in the parent's bankruptcy.

Not so, according to an unsigned Dec. 8 opinion from the U.S.
Court of Appeals in New Orleans, Mr. Rochelle reports

Mr. Rochelle relates that the case involved a couple where the
husband filed Chapter 7 bankruptcy after divorce.  The mother had
been given exclusive custody and the father barred from contact
with children as a result of allegations of sexual abuse.  The
mother, on behalf of the children, sued the former husband after
bankruptcy, seeking damages for sexual abuse.  The three-judge
panel from the circuit court said the suit was extinguished in
bankruptcy.

According to Mr. Rochelle, ordinarily, sexual abuse claims aren't
extinguished in bankruptcy because they fall in the category of
willful and malicious injuries.  Nonetheless, the circuit court
said that bankruptcy law requires that timely papers be filed for
a declaration of non-dischargeability if the victim is aware of
the bankruptcy.  Although the husband didn't list the sexual abuse
claim as being among his debts, the mother was aware of the
bankruptcy by having filed papers with the court.  The mother
didn't file the necessary papers in bankruptcy for a declaration
that the sexual abuse claims shouldn't be discharged.

The circuit court, according to the report, referred to Louisiana
law, where the couple lived, as giving the custodial parent
responsibility for bringing suits on the children's behalf.  The
appeals court said it didn't matter that the children weren't
listed as creditors because the mother knew about the bankruptcy
in time to file necessary papers.

As a result, the mother's suit on behalf of the children was
dismissed. The circuit judges on the panel were Carolyn D.
King, E. Grady Jolly, and Jacques L. Wiener Jr.

The case is Salard v. Salard, 11-30283, U.S. Court of
Appeals for the Fifth Circuit (New Orleans).


* Tracing Required If Money Not Held in Trust Properly
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that to avoid liability for receipt of a preference or
fraudulent transfer, the defendant was required to trace funds
that should have been held in trust, the Bankruptcy Appellate
Panel for the Eighth Circuit in St. Louis held on Dec. 8.

The report relates that the bankrupt was a reseller of electricity
which purchased energy in bulk and resold to customers. When the
customers made payment, the funds by contract should have been
held in a trust account. They weren't, because the bankrupt was
operated like a Ponzi scheme.

According to the report, after bankruptcy, the trustee for the
reseller sued the electric companies, contending they received
fraudulent transfers or preferences.  The bankruptcy judge
dismissed the suits, holding the money paid to the utilities
wasn't property of the estate because it was to have been held in
trust.

Mr. Rochelle relates that the appellate panel reversed and
remanded, in a 10-page opinion by U.S. Bankruptcy Judge Arthur B.
Federman from Kansas City.  Although the money should have been
held in trust, it wasn't, Judge Federman said in his opinion.
Consequently, he said the utilities were obliged to prove that the
bankrupt "honored" the trust relationship.  He therefore sent the
case back to bankruptcy court where the utilities must trace the
money to show that what they received in fact didn't belong to the
bankrupt.

The case is Stroebner v. Consumer Energy Co. (In re LGI
Energy Solutions Inc.), 11-6045, U.S. Bankruptcy Appellate Panel
for the Eighth Circuit (St. Louis).


* Outlook for U.S. Restaurant Industry is Stable
------------------------------------------------
Fitch Ratings' outlook for the U.S. restaurant industry is stable
as most large chains have modest room in current ratings and can
withstand potential sales volatility and margin pressure.

Fitch expects the operating environment to remain challenging as
food costs, particularly for protein, remain elevated and high
unemployment continues to limit food-away-from home spending.
Low-single-digit pricing and slightly improved traffic should
result in about 2%-3% same store sales (SSS) growth for the
industry.

'Operating cash flow should remain strong for large chains', said
Carla Norfleet Taylor, Director, Fitch Ratings.  'Fitch does not
anticipate any leveraging events or shifts in financial strategy
for the firms we rate.'Taylor added: 'Credit risk is chiefly
contained. Burger King's Outlook could be revised to Stable from
Negative if recent improvement in same store sales and cash
flow growth is maintained.'

Global quick-service restaurant companies like McDonald's
Corporation (McDonald's) and YUM!Brands, are expected to
experience above average sales growth.  Expanding in China and
navigating through fragile European economies will remain
priorities.

Fitch believes McDonald's value proposition and strong brand image
will enable the firm to perform well despite austerity measures,
weak consumer confidence and high unemployment throughout much of
Europe.

SSS growth for the casual dining segment should continue unless
the U.S. falls into another recession, which Fitch is not
anticipating.  While Olive Garden's SSS are currently negative,
performance is expected to improve once Darden Restaurant,
Inc.'s efforts to reframe the chain's value position take hold.
Furthermore, DineEquity, Inc. will continue to use menu innovation
and late night hours to maintain sales momentum at Applebee's.

These companies are covered by this Outlook:

  -- McDonald's Corp. ('A'; Outlook Stable);
  -- Darden Restaurants, Inc. ('BBB'; Outlook Stable);
  -- YUM! Brands, Inc. ('BBB'; Outlook Stable);
  -- DineEquity, Inc. ('B'; Outlook Stable);
  -- Burger King Corp. ('B-'; Outlook Negative).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                          Total
                                         Share-      Total
                               Total  Holders'     Working
                              Assets     Equity    Capital
  Company         Ticker       ($MM)      ($MM)      ($MM)
  -------         ------      ------  ---------   --------
ABSOLUTE SOFTWRE  ABT CN       120.2       (9.2)       2.7
ACCO BRANDS CORP  ABD US     1,050.3      (32.6)     298.7
ALASKA COMM SYS   ALSK US      608.6      (51.3)      15.0
AMC NETWORKS-A    AMCX US    2,121.5   (1,065.5)     519.5
AMER AXLE & MFG   AXL US     2,232.8     (373.3)     125.6
AMERISTAR CASINO  ASCA US    2,039.6     (105.7)     (50.8)
ANGIE'S LIST INC  ANGI US       32.6      (38.9)     (25.9)
ANOORAQ RESOURCE  ARQ SJ       927.7     (148.7)      29.2
AUTOZONE INC      AZO US     5,932.6   (1,347.1)    (736.3)
BLUEKNIGHT ENERG  BKEP US      320.8      (12.5)     (69.9)
BLUESKY SYSTEMS   BSKS US        0.1       (0.2)       -
BOSTON PIZZA R-U  BPF-U CN     146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US     6,740.1   (5,525.9)    (886.1)
CANADIAN SATEL-A  XSR CN       174.4      (29.8)     (55.9)
CAPMARK FINANCIA  CPMK US   20,085.1     (933.1)       -
CC MEDIA-A        CCMO US   16,508.9   (7,456.0)   1,531.3
CENTENNIAL COMM   CYCL US    1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US     1,407.1     (331.1)     222.9
CHENIERE ENERGY   CQP US     1,803.0     (524.1)      67.7
CHENIERE ENERGY   LNG US     2,651.4     (446.9)    (282.7)
CHOICE HOTELS     CHH US       467.9      (14.4)      28.0
CLOROX CO         CLX US     4,077.0      (76.0)     (30.0)
CLOVIS ONCOLOGY   CLVS US       26.4      (18.1)     (19.2)
DEAN FOODS CO     DF US      5,911.2      (58.1)     327.7
DENNY'S CORP      DENN US      280.6      (95.5)     (40.1)
DIGITAL DOMAIN M  DDMG US      165.8      (81.6)     (28.0)
DIRECTV-A         DTV US    18,232.0   (2,471.0)     103.0
DOMINO'S PIZZA    DPZ US       438.2   (1,221.0)     118.2
DUN & BRADSTREET  DNB US     1,775.6     (558.0)    (478.3)
FNB UNITED CORP   FNBN US    1,643.9     (129.9)       -
FREESCALE SEMICO  FSL US     3,596.0   (4,488.0)   1,386.0
GENCORP INC       GY US        994.2     (143.4)     102.2
GLG PARTNERS INC  GLG US       400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US     400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ CN        85.2      (19.9)      60.2
GOLDEN QUEEN MNG  GQM CN         4.9       (2.8)       3.9
GRAHAM PACKAGING  GRM US     2,947.5     (520.8)     298.5
GROUPON INC       GRPN US      795.6      (15.6)    (301.0)
HCA HOLDINGS INC  HCA US    23,756.0   (9,062.0)   2,422.0
HUGHES TELEMATIC  HUTC US       94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTCU US      94.0     (111.8)     (39.0)
IDENIX PHARM      IDIX US       88.8       (2.3)      54.6
IMPERVA INC       IMPV US       42.5       (6.6)      (5.8)
INCYTE CORP       INCY US      371.2     (181.0)     225.5
IPCS INC          IPCS US      559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US      137.5      (34.8)      (7.5)
JUST ENERGY GROU  JE CN      1,584.2     (242.2)    (215.6)
JUST ENERGY GROU  JSTEF US   1,584.2     (242.2)    (215.6)
LEVEL 3 COMM INC  LVLT US    9,254.0     (523.0)   1,058.0
LIN TV CORP-CL A  TVL US       815.8     (115.0)      56.6
LIZ CLAIBORNE     LIZ US     1,144.0     (420.0)     (97.3)
LORILLARD INC     LO US      3,152.0   (1,174.0)   1,299.0
MAINSTREET EQUIT  MEQ CN       475.2      (10.5)       -
MANNING & NAPIER  MN US         66.1     (184.6)       -
MEAD JOHNSON      MJN US     2,580.0     (144.8)     678.3
MEDIVATION INC    MDVN US      188.3       (3.9)      89.4
MERITOR INC       MTOR US    2,663.0     (961.0)     206.0
MONEYGRAM INTERN  MGI US     5,000.3     (108.2)      33.9
MOODY'S CORP      MCO US     2,521.3     (174.2)     525.1
MORGANS HOTEL GR  MHGC US      480.8      (77.2)      (4.1)
NATIONAL CINEMED  NCMI US      807.9     (346.2)      56.6
NEXSTAR BROADC-A  NXST US      582.7     (187.0)      26.2
NPS PHARM INC     NPSP US      237.4      (38.6)     183.5
NYMOX PHARMACEUT  NYMX US        6.5       (5.5)       3.3
OTELCO INC-IDS    OTT-U CN     316.1      (10.1)      22.9
OTELCO INC-IDS    OTT US       316.1      (10.1)      22.9
PALM INC          PALM US    1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US      270.5     (243.2)      44.6
PETROALGAE INC    PALG US        8.3      (76.0)     (77.4)
PLAYBOY ENTERP-A  PLA/A US     165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US       165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US       208.0      (91.7)       3.6
PROTECTION ONE    PONE US      562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US      304.3     (105.9)      44.1
QWEST COMMUNICAT  Q US      16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU  RPTP US       22.6       (4.1)     (11.0)
REGAL ENTERTAI-A  RGC US     2,262.0     (555.7)     (25.8)
RENAISSANCE LEA   RLRN US       57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US       111.3      (79.5)     (16.0)
REVLON INC-A      REV US     1,081.7     (685.1)     148.6
RSC HOLDINGS INC  RRR US     3,075.9      (50.7)    (199.1)
RURAL/METRO CORP  RURL US      303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US     1,728.6     (219.0)     419.1
SINCLAIR BROAD-A  SBGI US    1,563.8     (125.4)      45.7
SINCLAIR BROAD-A  SBTA GR    1,563.8     (125.4)      45.7
SMART TECHNOL-A   SMA CN       514.9       (9.4)     171.8
SMART TECHNOL-A   SMT US       514.9       (9.4)     171.8
SUN COMMUNITIES   SUI US     1,328.6      (72.4)       -
SYNERGY PHARMACE  SGYPD US       2.1       (8.6)      (6.1)
TAUBMAN CENTERS   TCO US     2,518.2     (467.9)       -
THERAVANCE        THRX US      283.3      (59.2)     229.4
TOWN SPORTS INTE  CLUB US      445.1       (3.2)     (30.8)
UNISYS CORP       UIS US     2,566.9     (594.5)     464.7
VECTOR GROUP LTD  VGR US       931.0      (66.7)     252.6
VERISIGN INC      VRSN US    1,657.7     (166.7)     724.5
VERISK ANALYTI-A  VRSK US    1,379.9     (158.9)    (234.2)
VIRGIN MOBILE-A   VM US        307.4     (244.2)    (138.3)
WARNER MUSIC GRO  WMG US     3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS   WTW US     1,086.5     (470.5)    (292.3)



                           *********

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.


                  *** End of Transmission ***