TCR_Public/120223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 23, 2012, Vol. 16, No. 53

                            Headlines

3POWER ENERGY: Incurs $865,000 Net Loss in Fiscal 3rd Quarter
261 EAST 78: Taps Georgoulis as Counsel to Object to MBF Claim
4KIDS ENTERTAINMENT: Nanthala Capital Owns 5.796% of Common Stock
ALROSE KING: Liquidating Plan Disclosures Hearing on March 15
AMBAC FINANCIAL: AAC Postpones Hearing on Suit vs. Hercules

AMERICAN AIRLINES: Opposes Plea to Dismiss Chapter 11 Case
AMERICAN AIRLINES: Rothschild as Advisor Has Interim Order
AMERICAN AIRLINES: Interim Order on Perella Hiring Entered
AMERICAN AIRLINES: Morgan Application Has Hearing Feb. 29
AMERICAN AIRLINES: Objections to McKinsey Hiring Due Feb. 24

AMERICAN AIRLINES: SkyWorks as Aircraft Advisor Has Interim Order
ARCHSTONE APARTMENTS: Zell's Equity Raises Bid to $1.5-Bil.
AXESSTEL INC: Has $1.1-Mil. Profit; But Going Concern Doubt Raised
BANKS HOLDING: RBC Fails in Bid to Dismiss or Convert Case
BERTHEL GROWTH: Court Orders Termination of SBIC Receivership

BOZEL S.A.: Plan of Liquidation Declared Effective
B.R.H. CONSULTANTS: Case Summary & 18 Largest Unsecured Creditors
BURBANK LANDING: Case Summary & 18 Largest Unsecured Creditors
CABI SMA: Can Incur $700,000 Unsecured Financing from Affiliates
CABI SMA: Plan Confirmation Hearing Scheduled for April 4

CABRINI MEDICAL: Doctors' Summary Judgment Motions Denied
CARBON RESOURCES: Court Dismisses Chapter 11 Case
CAUCEDO INVESTMENTS: Fitch Withdraws 'BB-' Rating on Sr. Notes
CDC CORP: CDC Software Sale Set for March 16 Auction
CELL THERAPEUTICS: EMA Issues Positive Opinion on Pixuvri

CLEAR CHANNEL: Cuts Net Loss to $302.1 Million in 2011
COATES INTERNATIONAL: Hires ATG as Investor Relations Firm
CONVERTED ORGANICS: Board OKs 1-for-500 Reverse Stock Split
CHURCH STREET: Case Summary & 20 Largest Unsecured Creditors
CUI GLOBAL: Effects 1-for-30 Reverse Common Stock Split

DESERT GARDENS: NAI Horizon and Dan A. Paulus OK'd as Appraisers
DESERT GARDENS: Has Until April 30 to Access Cash Collateral
DJSP ENTERPRISES: DAL Group Amends Forbearance Pact with BA Note
DOE MOUNTAIN INVESTMENTS: Creditors Plan Outline Hearing Feb. 28
DYNEGY INC: Altai Capital Discloses 5.1% Equity Stake

EASTMAN KODAK: Application to Tap Linklaters as Foreign Counsel
EASTMAN KODAK: Wins Approval for KCC as Administrative Agent
EASTMAN KODAK: Creditors Committee Has Milbank as Lead Counsel
EASTMAN KODAK: Wins Nod to Reject Kodak Theatre Sponsorship
EDIETS.COM INC: Appoints Thomas Connerty as President and CEO

ELEPHANT & CASTLE: Wants to Employ Verdolino & Lowey as Accountant
ENER1 INC: Has Final OK to Obtain $20MM DIP Facility From Bzinfin
ENERGY CONVERSION: March 14 Hearing on Cash Collateral Use
ENERGY CONVERSION: Taps Honigman Miller as Bankruptcy Counsel
ENERGY CONVERSION: Covington & Burling Tapped as Special Counsel

ENERGY CONVERSION: Hires Kurtzman Carson as Claims Agent
ENERGY CONVERSION: Wants Schedules Filing Deadline Extended
ENERGY CONVERSION: Will Not File Form 10-Q for Dec. 31 Quarter
ENERGY CONVERSION: Will Not Appeal Delisting Notice from Nasdaq
ENERGY FUTURE: Incurs $1.9 Billion Net Loss in 2011

EPIC ENERGY: Whitebox Advisors Owns 35% of Epic Capital Common
EVERGREEN ENERGY: Libra Advisors Owns 12.1% of Common Stock
FILENE'S BASEMENT: Creditors Committee Taps Abacus as Advisor
FILENE'S BASEMENT: Taps Cushman & Wakefield Real Estate Advisor
FILENE'S BASEMENT: Equity Committee Taps Houlihan as Advisor

FILENE'S BASEMENT: Can Employ Rothschild as Financial Advisor
FIRST DATA: Seeks to Amend Senior Credit Facilities
FOREVER CONSTRUCTION: Plan Outline Hearing Continued to March 22
GAME TRADING: Todd Hayes Resigns as President and CEO
GOLDEN TEMPLE: Case Summary & 11 Largest Unsecured Creditors

GENERAL MARITIME: Committee Objects to Oaktree Releases in Plan
GREENMAN TECHNOLOGIES: Incurs $1.1-Mil. Net Loss in Dec. 31 Qtr.
GREENMAN TECHNOLOGIES: Incurs $6.8-Mil. Net Loss in Fiscal 2011
GRUBB & ELLIS: Meeting to Form Creditors' Panel on Feb. 24
GRUBB & ELLIS: Case Summary & 50 Largest Unsecured Creditors

GSC GROUP: Judge Formally Approves Black Diamond's Plan
HAMPTON ROADS: Douglas Glenn Appointed President and CEO
HCA HOLDINGS: Thomas Frist Discloses 62.2% Equity Stake
HEARUSA INC: Projects $39.7 Million for Common Stockholders
HEIDTMAN MINING: Court Orders Dismissal of Bankruptcy Case

HOSTESS BRANDS: Rivals Oppose Ending Ties to Pension Funds
IDEARC INC: High Court Declines to Hear Investors' Ch. 11 Appeal
IMAGEWARE SYSTEMS: Patterson McBaine Holds 14.7% Equity Stake
IMAGEWARE SYSTEMS: Patterson McBaine Discloses 14.7% Equity Stake
INNER CITY: Judge Approves $180-Mil. Sale Over US Objection

INTEGRATED FREIGHT: Seaside 88 Discloses 9.9% Equity Stake
J.C. PENNNY: Fitch Lowers Issuer Default Rating to 'BB+'
KINGBURY CORP: Wants to Hire GA Keen as Real Estate Advisor
KM ASSOCIATES: Hires Gianola Barnum as Bankruptcy Counsel
KM ASSOCIATES: Taps CFO Strategies for Accounting Services

KM ASSOCIATES: Cash Access Facing Challenge from Banks
LEE ENTERPRISES: Regains Compliance With NYSE Share Price Standard
LEHMAN BROTHERS: U.S. Bank Opposes Claim Transfer
LEHMAN BROTHERS: HSBC Bank to Return $52-Mil. to Debtor
LEHMAN BROTHERS: Asks 2nd Cir. to Block Intervention in Dante Case

LEHMAN BROTHERS: Dist. Judge Sends Suit vs. Fund to State Court
LEHMAN BROTHERS: Principal Life Wants to Set Off $13.6-Mil.
LEHMAN BROTHERS: Seeks to Block Ex-Employee's Affirmative Claims
LEHMAN BROTHERS: LBI Lease Decision Period Expires June 4
LEHR CONSTRUCTION: Trustee Taps Solomon for N.J. Litigation

LYMAN LUMBER: Obtains Court OK to Hire Eau Claire as Realtor
MARC BARNES: Response to Claim Objection Waives Service Defect
MEDICAL INTERNATIONAL: Incurs $235,000 Net Loss in Dec. 31 Qtr.
MF GLOBAL: Ch. 11 Trustee Asks for March Extension of Schedules
MF GLOBAL: Outten & Golden Named Counsel in Warn Class Suit

MG GLOBAL: Status Report on Physical Assets Raises Questions
MF GLOBAL: Ch. 11 Trustee Proposes Morrison Foerster as Counsel
MF GLOBAL: Ch. 11 Trustee Proposes Kasowitz as Conflicts Counsel
MF GLOBAL: Ch. 11 Trustee Proposes Pepper Hamilton as Tax Counsel
MFJT LLC: Hearing on Case Dismissal Continued Until March 16

MFJT LLC: Plan Outline Hearing Continued until March 16
MGM RESORTS: CityCenter Closes $240MM Sr. Secured Notes Offering
MID MICHIGAN CRUSHING: Files Schedules of Assets and Liabilities
MOHEGAN TRIBAL: Amends Employment Pacts with Presidents and CEOs
MOHEGAN TRIBAL: Early Tender Offer Period Expires

MPG OFFICE: Inks Letter Agreement with Christopher Norton
MT. VERMONT: Auction for Baltimore City Property Today
MW GROUP: Can Use BOA Cash Collateral on a Final Basis
NATIVE WHOLESALE: Violi Firm OK'd on Regulatory Compliance Matters
NATIVE WHOLESALE: Taps Eberle Berlin to Handle Idaho Actions

NAVISTAR INTERNATIONAL: Stockholders OK Board Declassification
NEBRASKA BOOK: Posts $18.7 Million Net Loss in Fiscal 3rd Quarter
NEDAK ETHANOL: TNDK Holds 34.2% of Common Membership Units
NEUROLOGIX INC: Hires GRP Inc. as Financial Advisor
NEW ENGLAND BUILDING: Hearing Today on Cash Collateral Use

NEW ENGLAND BUILDING: Sec. 341 Creditors Meeting on March 20
NEW ENGLAND BUILDING: Taps Pierce Atwood as Special Counsel
NEW ENGLAND BUILDING: Hires Windsor Assoc. as Financial Advisors
NEWPAGE CORP: Meets Unified Opposition to New Bonus Program
NEXTWAVE WIRELESS: Solus Alternative Holds 9.9% Equity Stake

OILSANDS QUEST: To Pay Bonuses to Keep Execs. While Under CCAA
OILSANDS QUEST: Gets Court OK for C$3.75-Mil. DIP Financing
ORLEANS HOMEBUILDERS: Dimensional Ceases to Hold 5% Equity Stake
OVERLAND STORAGE: Amends 5 Million Common Stock Prospectus
OVERLAND STORAGE: Jon Gruber Discloses 7.3% Equity Stake

PHILADELPHIA ORCHESTRA: Wants Plan Filing Exclusivity Until May 11
PINNACLE AIRLINES: FMR LLC Discloses 14.6% Equity Stake
PINNACLE AIRLINES: Wayne King Discloses 3.2% Equity Stake
QUALTEQ INC: BofA Wins Bid to Transfer Case Venue to Chicago
RANCHER ENERGY: Posts $334,400 Net Loss in Dec. 31 Quarter

ROSELAND VILLAGE: Plan Outline Hearing Continued Until March 6
SEAHAWK DRILLING: Chilton Investment Ceases to Own Common Stock
SEAHAWK DRILLING: Lonestar Capital Ceases to Own Common Stock
SNOKIST GROWERS: Signs $42.5 Million Sale to Truitt Brothers
STANFORD FINANCIAL: SIPC Opposes Taking Over Ponzi Liquidation

T3 MOTION: Bruce Nelson Named Independent Director
TANNIN, INC.: Case Summary & 8 Largest Unsecured Creditors
TRIAD GUARANTY: Incurs $60.9 Million Net Loss in Dec. 31 Qtr.
TRIBUNE CO: Has Paid $230.7-Mil. to Advisors in Bankruptcy
TRIBUNE CO: Hearing on Supplemental Disclosures on March 23

TRIBUNE CO: Parties File Brief on Allocation Disputes
UNISYS CORP: Fairpointe Capital Discloses 10.27% Equity Stake
VEGAS INC: Files Schedules of Assets and Liabilities
WASTE2ENERGY HOLDINGS: Chapter 11 Trustee Taps Foreign Counsel
WASTE2ENERGY HOLDINGS: Cole Schotz OK'd as Ch.11 Trustee's Counsel

WESTLAND PARCEL: Withdraws 7th Stipulation for Cash Collateral Use
WINCOPIA FARMS: Has Until March 16 to Challenge Dismissal Bid
WJO INC: Hearing on Continued Access to Cash Set for Feb. 29
WJO INC: Re-engages Ciardi Ciardi as Reorganization Counsel
WPCS INTERNATIONAL: First Wilshire Discloses 6.6% Equity Stake

YELLOWSTONE MOUNTAIN: 9th Cir. Affirms Rejection of Membership

* Moody's: Liquidity Stress Index Nears Record-Low

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********


3POWER ENERGY: Incurs $865,000 Net Loss in Fiscal 3rd Quarter
-------------------------------------------------------------
3Power Energy Group, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-Q reporting a net loss of $864,793
on $0 of sales for the three months ended Dec. 31, 2011, compared
with a net loss of $157,841 on $0 of sales for the same period
during the prior year.

The Company reported a net loss of $2.50 million on $491,092 of
sales for the nine months ended Dec. 31, 2011, compared with net
income of $183,360 on $3.55 million of sales for the same period a
year ago.

The Company's balance sheet at Dec. 31, 2011, showed $4.35 million
in total assets, $3.35 million in total liabilities, all current,
and $1 million in stockholders' equity.

"The Company has incurred operating losses in the last two years,
and that the Company is dependent upon the management's ability to
develop profitable operations.  These factors among others may
raise substantial doubt about the Company's ability to continue as
a going concern which may make it more difficult to obtain future
financing," the Company said in the Form 10-Q.

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

                        http://is.gd/V2Fqv7

                        About 3Power Energy

3Power Energy Group Inc. was incorporated in Nevada in December
2002.  On March 30, 2011, the Company changed its name from Prime
Sun Power Inc. to 3Power Energy and increased its authorized share
capital to 300,000,000 shares.  The Company plans to pursue a
business model producing renewable generated electrical power and
other alternative energies.

On May 13, 2011, the Company acquired 100% of the issued and
outstanding common stock of Seawind Energy Limited, in exchange
for the issuance of 40,000,000 restricted shares of the Company's
common stock.  The acquisition was accounted for as a reverse
merger and, accordingly, the Company is the legal survivor and
Seawind Energy is the accounting survivor.


261 EAST 78: Taps Georgoulis as Counsel to Object to MBF Claim
--------------------------------------------------------------
261 East 78 Realty Corp. seeks permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ Georgoulis &
Associates, PLLC, as its litigation counsel for the purpose of
objecting to MB Financial Bank N.A.'s claim and disputing its
standing as a secured creditor.

The Debtor's Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on a real property located
at 261 East 78th Street, New York, New York 10075.

The Debtor has, at all times, disputed that its primary secured
lender, MB Financial Bank, is the true owner or holder of the
notes which formed the basis for its foreclosure proceeding and
therefore, has no standing to file a claim in this court.

The Debtor asserts it was never afforded an opportunity to argue
this issue in State Court.

On Feb. 9, 2012, MB Financial filed a proof of claim as a secured
creditor in the amount of $17,674,827.

Chris Georgoulis, Esq., began representing the Debtor in 2009.
More significantly, he defended the Debtor in the State Court
foreclosure proceeding for well over 2 years.  The Debtor does not
deem the fact that Mr. Georgoulis is an unsecured creditor in the
Chapter 11 case to cause him to be conflicted.  In fact, the
Debtor maintains, the legal fees were incurred in defending the
Debtor in a foreclosure proceeding brought by MB Financial.

The Debtor will pay Georgoulis at its normal hourly rates of $475
per hour for Partners and $225 to $360 per hour for associates.

To the best of the Debtor's knowledge, other than Mr. Georgoulis
being an unsecured creditor in the case, Georgoulis does not
represent or hold any interest adverse to the Debtor or its estate
with respect to the matters on which it is going to be employed.

                           About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  Judge Robert E. Gerber presides
over the case.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20,211,417 in assets and $18,757,664 in
liabilities.  The petition was signed by Lee Moncho, president.


4KIDS ENTERTAINMENT: Nanthala Capital Owns 5.796% of Common Stock
-----------------------------------------------------------------
Nantahala Capital Management, LLC, discloses in a Schedule 13D/A
filing that as of Feb. 15, 2012, it may be the beneficial owner of
719,315 shares representing 5.796% of the Common Stock of 4Kids
Entertainment, Inc.  A copy of the Schedule 13D/A is available for
free at http://is.gd/X9c5hr

                   About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  The second phase of the trial to determine
the damages payable to 4Kids Entertainment arising from the
purported termination of the show's licensing agreement has not
been scheduled but is expected to start as early as first quarter
of 2012.  In light of the Yu-Gi-Oh dispute, 4Kids in January
sought and obtained an extension of the exclusive period to
propose a Chapter 11 plan.


ALROSE KING: Liquidating Plan Disclosures Hearing on March 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on March 15, 2012 at 10:00 a.m. to consider
approval of the Disclosure Statement explaining the Chapter 11
plan of Alrose King David LLC.

Objections to the adequacy of the information in the Disclosure
Statement are due March 7, 2012.

As reported in the Troubled Company Reporter on Nov. 10 2012,
Alrose King David has filed a Chapter 1 Plan of Liquidation
that contemplates the sale of the assets of the Debtor, excluding
cash on hand and causes of action, at a public auction on a date
no less than 30 days but no greater than 40 days following the
Effective Date.

The sale proceeds, if any, will be distributed by the Liquidation
Trustee in accordance with the terms of the Plan.

The funds to be utilized to make Cash payments under the Plan have
been and/or will be generated from, among other things, (i) Cash
on hand, (ii) the proceeds of the Sale, (iii) contributions by
Alrose Allegria LLC due on the Effective Date towards the GUC
Distribution Fund, (iii) contributions by Brooklyn Federal Savings
Bank, N.A. (BFSB) towards the payment of Professional Fees Claims
and, if deemed to be the Prevailing Bidder, the payment by BFSB in
full of the Real Property Tax Claims, and (v) the proceeds of the
liquidation of the remaining Estate Assets.

Alrose Allegria LLC is an affiliate of the Debtor and the sponsor
of the Plan.

On the Sale Date, the (a) Debtor will cease all operations and (b)
administration of the Plan will become the general responsibility
of the Liquidation Trustee.

  Class           Claim               Status      Voting Rights
  -----           -----               ------      -------------
  1     Real Property Tax Claims   Unimpaired   Deemed to Accept
  2     Priority Tax Claims        Unimpaired   Deemed to Accept
  3     BFSB Secured Claim         Impaired     Entitled to Vote
  4     Other Secured Claims       Impaired     Entitled to Vote
  5     General Unsecured Claims   Impaired     Entitled to Vote
  6     Insider Unsecured Claims   Impaired     Entitled to Vote
  7     Membership Interests       Impaired     Deemed to Reject

The allowed BFSB Secured Claim in Class 3 will be paid the
proceeds of the sale of the assets of the Debtor.  To the extent
that BFSB's Credit Bid, if any, is the Prevailing Bid for the Sale
Assets, then BFSB will receive the Sale Assets in full and final
satisfaction of the Allowed BFSB Secured Claim.

Each Holder of an Allowed Other Secured Claims in Class 4 will be
paid by the Liquidation Trustee the amount of his Allowed Other
Secured Claim, in Cash, from the Distribution Fund, provided that
in no event will the Holder of the Allowed Other Secured Claim
receive more than the value of the Collateral securing his Claim.

To the extent that the value of the Collateral securing any
Allowed Other Secured Claim is less than the amount of the Claim,
the undersecured portion will be deemed a Deficiency Claim and
treated as a General Unsecured Claim in Class 5.

After the payment of any Allowed, or reserving in full for all
Disputed, Real Property Tax Claims, BFSB Secured Claim, Other
Secured Claims, Administrative Claims, Professional Fee Claims,
Priority Tax Claims and Priority Claims, each in accordance with
the provisions of the Plan, each Holder of an Allowed Class 5
General Unsecured Claim will receive, in full and final
satisfaction of its claims, its Pro Rata share of proceeds from
the GUC Distribution Fund.  With respect to an Allowed General
Unsecured Claim of BFSB that is a Deficiency Claim, BFSB will be
deemed to have waived its right to receive a distribution on such
Deficiency Claim as of the Sale Date.

As of the Effective Date, all issued and outstanding Membership
Interests in Class 7 will be canceled and no consideration will be
paid or delivered with respect thereto.

A copy of the Debtor's Plan of Liquidation is available for free
at http://bankrupt.com/misc/alroseking.dkt80.pdf


                        About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011.
Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

In its schedules, the Debtor disclosed $25,000,000 in assets and
$38,616,617 in liabilities as of the Petition Date.

The Official Consolidated Committee of Unsecured Creditors has
tapped Lamonica Herbst & Maniscalso LLP as attorneys.


AMBAC FINANCIAL: AAC Postpones Hearing on Suit vs. Hercules
-----------------------------------------------------------
The city of Hercules and Ambac Assurance Corporation agreed to
postpone a Feb. 21 hearing to allow more time to settle a
$4.1 million lawsuit out of court, according to city manager
Steven Duran, Laila Kearney of www.HerculesPatch.com reported.

The hearing has been moved to Feb. 28, 2012, but the parties have
agreed to ask the court to delay the hearing until March 6, Mr.
Duran wrote in a weekly report obtained by Ms. Kearney.

AAC previously filed the lawsuit seeking the turnover by the City
of all $4.1 million in tax increments collected in December or
getting the court to freeze the funds.  Court Commissioner Judith
A. Sanders denied AAC's request and rescheduled the Feb. 21
hearing instead.

"The basic problem is that the agency has no money and its fund
balance is negative, even with the approximately $4.1 million in
tax increment income received in December," Mr. Duran said, the
report cited.  "The city's pooled cash can simply no longer
afford to subsidize the Redevelopment Agency.  To do so at this
juncture would leave the city's general fund balance insufficient
to continue operations."

                       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.

Ambac Financial disclosed Feb. 16 that, in order to give it
additional time to negotiate a final settlement of its dispute
with the Department of the Treasury -- Internal Revenue Service,
the voting deadline relating to the Second Amended Plan of
Reorganization of Ambac Financial dated Sept. 30, 2011 has been
extended to Feb. 29, 2012 at 5:00 p.m. (prevailing Pacific Time)
and the Plan objection deadline has been extended to Feb. 29, 2012
at 4:00 p.m.  The Bankruptcy Court hearing relating to the
confirmation of the Plan remains scheduled for March 13, 2012.

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: Opposes Plea to Dismiss Chapter 11 Case
----------------------------------------------------------
AMR Corp., the parent of American Airlines Inc., asked the U.S.
Bankruptcy Court for the Southern District of New York to deny
the proposed dismissal of its bankruptcy petition.

Earlier, Vern Englert, an AMR shareholder, wrote a letter to
Judge Sean Lane asking for the dismissal of the company's
petition for bankruptcy protection.

Citing reports that AMR has a cash reserve position at $4
billion, Mr. Englert said the company failed to prove that it is
in "dire financial straits sufficient to warrant its bankruptcy
filing."

Mr. Englert also complained that AMR did not call for a vote
among its shareholders for a reverse stock split, which enabled
the company to "recapitalize and effectively restructure its
overall debt situation."  The company, he said, did not also
provide evidence "proving a restructuring effort via negotiation
with creditors."

AMR lawyer, Stephen Karotkin, Esq., at Weil Gotshal Manges LLP,
in New York, said Mr. Englert failed to establish cause for
dismissal of the bankruptcy cases.  He pointed out that Mr.
Englert only made "cursory, unsubstantiated allegations"
regarding the company's management, financial condition and other
matters which, the lawyer said, are irrelevant.

"Mr. Englert's dissatisfaction, as claimed, may be understandable
but it is not a basis for dismissal of the Chapter 11 cases," Mr.
Karotkin said in court papers.  "The Chapter 11 cases were
commenced in conformity with applicable law and principles."

                      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.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

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: Rothschild as Advisor Has Interim Order
----------------------------------------------------------
The Court approved, on an interim basis, AMR Corp. and its
affiliates' application to employ Rothschild Inc. as their
financial advisor, nunc pro tunc to the Petition Date.

The Court will consider final approval of the Debtors'
Application on February 29, 2012.  Objections are due no later
than Feb. 24.  Before the Final Hearing and pending further order
of the Court, no compensation or expense reimbursement will be
paid by the Debtors to Rothschild.

Rothschild, which advised the Debtors before they sought
bankruptcy protection, is expected to provide these services:

  (1) identifying or initiating potential restructuring
      transactions;

  (2) reviewing and analyzing the Debtors' assets and their
      operating and financial strategies;

  (3) reviewing and analyzing the Debtors' business plans and
      financial projections;

  (4) evaluating the Debtors' debt capacity in light of their
      projected cash flows and assisting in determining the
      appropriate capital structure for the Debtors;

  (5) assisting the Debtors and their other professionals in
      reviewing the terms of any proposed restructuring
      transaction and in evaluating alternative proposals for a
      restructuring transaction;

  (6) determining a range of values for the Debtors and any
      securities that they offer or propose to offer in
      connection with a restructuring transaction;

  (7) reviewing and analyzing any proposals the Debtors receive
      from third parties in connection with a restructuring
      transaction;

  (8) providing advice to the Debtors with respect to, and
      attending, meetings of their Board of Directors, creditor
      groups, official constituencies and other interested
      parties; and

  (9) participating in hearings and providing testimony with
      respect to the issues related to any proposed plan.

Rothschild will be paid a monthly advisory fee of $200,000 and
will be reimbursed for its expenses.  The firm will also receive a
sum of $15 million when either a bankruptcy plan or restructuring
transaction is approved, so-called new capital fees of 1% to 3% of
the amount raised, and fee credits.

In court papers, David Resnick, chairman of Rothschild's Global
Financing Advisory, disclosed that his firm does not hold or
represent interest adverse to the Debtors or their estates, and
that the firm is a "disinterested person" under Section 101(14) of
the Bankruptcy Code.

According to The Wall Street Journal, the Debtors paid Rothschild
almost $1.6 million in advisory fees in the six months prior to
their bankruptcy filing.  The Journal added that a retention
letter, dated Oct. 17, prompted the payment by the Debtors of a
$400,000 retainer and $290,000 in fees to the firm.

                      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.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

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: Interim Order on Perella Hiring Entered
----------------------------------------------------------
The Bankruptcy Court entered an interim order authorizing the
employment of Perella Weinberg Partners LP as the Debtors'
financial advisor, nunc pro tunc to the Petition Date.

The Court will consider final approval of the Debtors'
Application on February 29, 2012.  Objections are due no later
than Feb. 24.  Before the Final Hearing and pending further order
of the Court, no compensation or expense reimbursement will be
paid by the Debtors to Perella.

The Debtors have sought approval to hire Perella Weinberg as a
financial adviser and investment banker, with a promise of $6.5
million in fees for the firm when either a bankruptcy plan is
approved or the sale of almost all of their assets is completed.

The firm, which will also get a monthly fee of $225,000 and
reimbursed expenses, will provide labor-related restructuring
services.  These services include a review and analysis of
available strategic alternatives with respect to the Debtors'
labor agreements, pension and other post-retirement plans, among
other things.

Randall White, associate general counsel of AMR Corp., said the
services to be provided by Perella will be "appropriately
directed" by the Debtors to avoid duplication of services.

Earlier, the Debtors also proposed to employ Rothschild Inc. as a
financial adviser and investment banker.  Rothschild, however,
will only provide capital structure-related restructuring advice.

Adam Verost, managing director of Perella Weinberg Partners LP,
disclosed in a declaration that his firm does not hold or
represent interest adverse to the Debtors and their estates.

                      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.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

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: Morgan Application Has Hearing Feb. 29
---------------------------------------------------------
The Bankruptcy Court entered an interim order authorizing American
Airlines Inc. and its affiliates' employment of Morgan Lewis &
Bockius LLP as the Debtors' special counsel, nunc
pro tunc to the Petition Date.

The Court will consider final approval of the Debtors' Application
on February 29, 2012.  Objections are due no later than Feb. 24.

Before the Final Hearing and pending further order of the Court,
no compensation or expense reimbursement will be paid by the
Debtors to Morgan.

In court papers, Thomas Reinert Jr., Esq., at Morgan, Lewis &
Bockius LLP, in Washington, D.C., disclosed additional
connections with landlords in matters unrelated to the Debtors'
bankruptcy cases.

Mr. Reinert disclosed that the firm currently represents or
represented recently these landlords:

  (1) Center Operating Company, L.P.
  (2) City of Philadelphia Aviation
  (3) City of San Jose
  (4) County of Sacramento
  (5) DFW Airport
  (6) Mitsubishi Logistics Corp.
  (7) MPC Holdings
  (8) Northwest Airlines, Inc.
  (9) Port Authority of NY & NJ
(10) Port of Portland
(11) Publix N.V.
(12) Rolls Royce Inc.
(13) Texas A&M University
(14) The Continental Group
(15) United Airlines, Inc.
(16) US Airways, Inc.

Morgan Lewis also represents the John S. and James L. Knight
Foundation where Albert Ibarguen, one of the Debtors' directors,
serves as chief executive officer and president, according to the
lawyer.

"Such relationships do not represent an interest adverse to the
Debtors or their estates with respect to the matters on which
Morgan Lewis is to be employed," Mr. Reinert said.

The Debtors tapped the firm to provide services with respect to
collective bargaining and other labor-related negotiations with
their pilots, flight attendants and other union-represented
employee groups.

Morgan Lewis won't handle the preparation and presentation of any
motion under Section 1113 or 1114 of the Bankruptcy Code, which
will be handled by Paul Hastings LLP.

The firm will also provide services with respect to labor and
employment claims in arbitration and litigation involving the
Debtors.

The Debtors proposed to pay Morgan Lewis its hourly rates for
services rendered, and reimburse the firm of its expenses.  Its
hourly rates range from $428 to $900 for partners; $460 to $505
for counsel; $255 to $495 for associates; and $128 to $270 for
legal assistants.

Thomas Reinert Jr., Esq., a member of Morgan Lewis & Bockius LLP,
disclosed that the firm does not represent any adverse interest to
the Debtors.

Mr. Reinert may be reached at:

        Thomas Reinert, Jr., Esq.
        MORGAN LEWIS & BOCKIUS LLP
        1111 Pennsylvania Avenue, NW
        Washington, D.C. 20004-2541
        Tel: (202) 739-3000
        Fax: (202) 739-3001
        E-mail: treinert@morganlewis.com

                      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.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

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: Objections to McKinsey Hiring Due Feb. 24
------------------------------------------------------------
Judge Sean Lane approved, on an interim basis, the Debtors'
application to employ McKinsey Recovery & Transformation Services
U.S., LLC, McKinsey & Company, Inc. United States, and McKinsey &
Company, Inc. Japan as their management consultants, nunc pro
tunc to December 12, 2011.

The Court will consider final approval of the Debtors'
Application on February 29, 2012.  Objections are due no later
than Feb. 24.  Before the Final Hearing and pending further order
of the Court, no compensation or expense reimbursement will be
paid by the Debtors to McKinsey.

Pursuant to an agreement with the Debtors, the services of
McKinsey Recovery, McKinsey & Co. Inc., and its Japan-based office
will be provided in three phases.

Business plan support and adaptation services will be provided
during the first two phases.  During the initial phase, the firms
will work with the Debtors' senior management team to evaluate
their five-year business plan.  The business plan will be adapted
by the firms during the second phase to reflect changes in
economic climate and other conditions.

During the final phase, the firms will assist the Debtors in
responding to inquiries from the Official Committee of Unsecured
Creditors, suppliers, unions, and other third parties on specifics
of the business plan.

The firms will be paid on an hourly basis and will be reimbursed
of their expenses.  The hourly rates of the firms' professionals
are:

  Professionals              Hourly Rates
  -------------              ------------
  Practice Leader              $750-$985
  Executive Vice President     $650-$750
  Senior Vice President        $500-$650
  Manager                      $450-$500
  Senior Associate             $350-$450
  Associate                    $300-$350
  Analyst                      $200-$300
  Paraprofessional             $100-$175

The Debtors also agreed to indemnify the firms for any liability
that may result in connection with their employment.

Seth Goldstrom, a director and a practice leader at McKinsey
Recovery, disclosed in court papers that the firms do not hold or
represent interest adverse to the Debtors' estates.

                      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.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

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: SkyWorks as Aircraft Advisor Has Interim Order
-----------------------------------------------------------------
Judge Sean Lane entered an interim order authorizing the
employment of SkyWorks Capital, LLC as the Debtors' aircraft
restructuring advisor, nunc pro tunc to the Petition Date.

The Court will consider final approval of the Debtors'
Application on February 29, 2012.  Objections are due no later
than Feb. 24.  Before the Final Hearing and pending further order
of the Court, no compensation or expense reimbursement will be
paid by the Debtors to SkyWorks.

The company tapped the firm to provide services in connection with
the restructuring of its secured debt and lease obligations with
respect to its aircraft.

SkyWorks will also provide other consulting services including
assisting American Airlines in arranging a sale or leaseback
financing, in completing transactions that involve a sale of
aircraft, and in reviewing and negotiating claims with creditors.

The firm will get a restructuring fee of $445,000 for each of the
first 15 months during the pendency of American Airlines'
bankruptcy case, and $100,000 for each month thereafter.  The firm
will also receive fees for its other consulting services, and
reimbursed expenses.

SkyWorks does not hold or represent any interest adverse to
American Airlines or its estate, according to a declaration by its
managing director, Matthew Landess.


ARCHSTONE APARTMENTS: Zell's Equity Raises Bid to $1.5-Bil.
----------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that multifamily real
estate developer Equity Residential said it has upped its bid for
half of Bank of America Corp. and Barclays PLC's 53 percent stake
in apartment company Archstone to nearly $1.5 billion as Lehman
Brothers Holdings Inc. prepares to take control of the company.

The increased bid, up from about $1.3 billion, is part of a deal
Equity has reached with the banks that extends its deadline for
buying their stake in Archstone to April 19, according to Law360.

The parties reached a deal to extend Equity Residential's option
to buy a stake in competitor Archstone by 60 days, according to a
press release Monday and people familiar with the terms of the
deal.

                         About Archstone

Archstone considers itself a national leader in apartment
investment, development and operations.  The company's portfolio
is concentrated in many of the most desirable neighborhoods in and
around Washington, D.C., Los Angeles, San Diego, San Francisco,
New York, Seattle and Boston.  As of September 30, 2010, the
company owned or had an ownership position in 441 communities
located in the United States and Europe, representing 81,613
units, including units under construction.


AXESSTEL INC: Has $1.1-Mil. Profit; But Going Concern Doubt Raised
------------------------------------------------------------------
Axesstel, Inc., filed with the U.S. Securities and Exchange
Commission a Form 10-K reporting net income of $1.09 million on
$54.12 million of revenue for the year ended Dec. 31, 2011,
compared with a net loss of $6.31 million on $45.43 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$11.49 million in total assets, $23.12 million in total
liabilities, all current, and an $11.63 million total
stockholders' deficit.

The Company's independent auditors expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2011 results.  Gumbiner Savett Inc., in
Santa Monica, Calif., noted that although the Company generated
net income in 2011, the Company has historically incurred
substantial losses from operations and the Company may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next twelve months.
Additionally, there is uncertainty as to the impact that the
worldwide economic downturn may have on the Company's operations.

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

                        http://is.gd/DOlss0

                        About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.


BANKS HOLDING: RBC Fails in Bid to Dismiss or Convert Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina denied Royal Bank of Canada' motion to dismiss or convert
the Chapter 11 case of Banks Holding Company, L.P.

RBC is the holder of a debt instrument executed by the Debtor on
July 19, 2007, in the original principal amount of $500,000.  The
Note is secured by a Pledge and Security Agreement for account
number xxxx-xxxx-2634.  In its motion, RBC told the Court that
pursuant to the Chapter 11 Operating Order entered on March 21,
2011, the Debtor was to file its Plan of Reorganization on or
before July 16, 2011, but, to date, had not filed its Plan.

The Debtor informed the Court that the parties have agreed to an
extension until March 1, 2012, for the Debtor to submit a proposed
plan.

In its ruling, the Court indicated it will enter an order
extending the time for the Debtor to file its Disclosure Statement
and Plan of Reorganization soon after March 1, 2012.

The Court also ordered the Debtor to continue to make postpetition
adequate protection payments to RBC.  The Debtor is also ordered
to make additional payment of $15,629.23 to replace RBC's equity
cushion loss.

Burnsville, North Carolina-based Banks Holding Company, L.P.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. N.C. Case
No. 11-10258) on March 18, 2011.  The Debtor's principal is Randy
Banks.  In its schedules, the Debtor disclosed $28,047,029 in
total assets and $7,385,010 in liabilities.  Edward C. Hay, Jr.,
Esq., at Pitts, Hay & Hugenschmidt, P.A., serves as the Debtor's
bankruptcy counsel.


BERTHEL GROWTH: Court Orders Termination of SBIC Receivership
-------------------------------------------------------------
Berthel Growth & Income Trust I previously reported that on
Jan. 7, 2009, the U.S. District Court for the Northern District of
Iowa entered a Consent Order and Judgment by which the Court
appointed the United States Small Business Administration as the
receiver for Berthel SBIC.  Berthel SBIC, LLC, is a wholly-owned
subsidiary of the Company.

On Feb. 13, 2012, the Court:

   (i) approves the Third and Final Receiver's Report for the
       Period Jan. 1, 2011, through Dec. 19, 2011;

  (ii) approves every act, transaction, receipt and disbursement
       reported in the Final Receiver's Report;

(iii) orders the termination of the Berthel SBIC receivership;


  (iv) discharges all claims against and obligations of the
       receivership estate, the Receiver and Berthel SBIC;

   (v) lifts the stay and injunction imposed by paragraph 7 of the
       Receivership Order;

  (vi) discharges the SBA as Receiver;

(vii) discharges and releases the SBA, its employees, officers,
       agents, contractors, attorneys and any other person who
       acted on behalf of the Receiver against any and all claims,
       obligations, and liabilities arising from the activities,
       management or operation of Berthel SBIC, the receivership
       or the receivership estate; and

(viii) unconditionally transfers control of Berthel SBIC to the
       Company.

A copy of the Final Receiver's Report is available for free at:

                         http://is.gd/7y5aN2

                        About Berthel Growth

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

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

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


BOZEL S.A.: Plan of Liquidation Declared Effective
--------------------------------------------------
BOZEL, S.A., et al., notified the U.S. Bankruptcy Court for the
Southern District of New York, creditors and parties-in-interest
that the Effective Date of the Amended Joint Plan of Liquidation
proposed by Official Committee of Unsecured Creditors occurred on
Feb. 10, 2012.

The Court confirmed the Plan on Feb. 9.

The Debtor filed an Amended Disclosure Statement for the Amended
Joint Chapter 11 Plan of Liquidation dated Dec. 27, 2011, which is
the product of the effort by the Debtors, after negotiation with
the Committee, to develop a plan that will enable creditors to
receive the maximum recovery possible in this case with the
consent of the impaired classes.

The Plan reflects a series of compromises and agreements made
between the Debtors and the Committee on behalf of the unsecured
creditors of the Debtors.

Under the Plan, administrative claims, priority tax claims and fee
claims will have full recovery of their claims.  Bozel S.A.'s
General Unsecured Creditors will recover up to 1.65% of their
claims, while Bozel, LLC's General unsecured Creditors will
recover up to 0.82% of their claims.  Holders of Prepetition Date
Intercompany claims, Equity Interests in Bosel Sa and Bozel, LLC
will have no recovery.

The Plan will be funded from the Bozel S.A. assets and the Bozel,
LLC assets.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/BOZEL_SA_ds_amended.pdf

                       About Bozel S.A.

Bozel S.A. is a company limited by shares (a 'societe anonyme"or
('s.A.") organized under the Grand Duchy of Luxembourg, and
registered with the Luxembourg Trade and Companies Register under
the number B107769.  Bozel is a holding company which, at the time
of its Chapter 11 filing, owned substantially all of the stock in
Bozel Mineracao, S.A. (organized in Brazil) ("Bozel Brazil") and
Bozel Europe S.A.S. (organized in France) ("Bozel Europe"), and
continues to own Bozel, LLC (organized in the state of Florida).

Prior to the sale of Bozel Brazil and Bozel Europe to Japan Metals
& Chemicals, Co., Ltd. ("JMC"), Bozel S.A., through its three
operating subsidiaries on three continents, was a worldwide leader
in the sale of calcium silicon ("CaSi").  Immediately preceding
its filing for bankruptcy protection, Bozel S.A. sold over 40% of
the world's CaSi powder output.  Bozel Brazil produces primarily
CaSi and cored wire, which is an industry-preferred ingredient in
the production of high quality steel and steel alloys.  Bozel
Europe produces primarily cored wire.  Bozel, LLC, formerly
marketed and distributed in the United States the products
produced by Bozel Brazil.

Bozel S.A. is the sole member and manager of Bozel, LLC.

Bozel sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-11802) on April 6, 2010.  In its amended schedules, Bozel
disclosed US$41,134,010 in assets and US$47,365,036 in
liabilities.

Bozel, LLC, filed a separate petition for Chapter 11 (Bankr.
S.D.N.Y. Case No. 11-10033) on Jan. 10, 2011.

Allen G. Kadish, Esq., and Kaitlin R. Walsh, Esq., at Greenberg
Traurig, LLP, in New York, and Mark D. Bloom Esq., at Greenberg
Traurig, LLP, in Miami, represent the Debtors as counsel.

The two cases are jointly administered under Case No. 10-11802.


B.R.H. CONSULTANTS: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: B.R.H. Consultants, Inc.
        7170 Burbank Drive
        Baton Rouge, LA 70820

Bankruptcy Case No.: 12-10193

Chapter 11 Petition Date: February 20, 2012

Court: U.S. Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: James M. Herpin, Esq.
                  STEFFES VINGIELLO & MCKENZIE, LLC
                  200 Government Street, Suite 200
                  Baton Rouge, LA 70802
                  Tel: (225) 346-1600
                  Fax: (225) 346-1616
                  E-mail: bankr@herpindegeneres.com

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

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

The petition was signed by Brent Steven Honor‚, vice president.

Debtor's List of Its 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Massey Services                    --                   $7,049,245
P.O. Box 547668
Orlando, FL 32854

Gulf Coast Bank and Trust Company, --                   $2,700,000
Inc.
200 St. Charles Street
New Orleans, LA 70130

BankcorpSouth                      --                     $200,000
2910 West Jackson Street
Tupelo, MS 38801

Capital One Bank, N.A.             --                     $125,000

Daenen Henderson & Co.             --                       $7,887

Daenen Henderson & Co.             --                       $3,672

Carnival Master Card               --                           $0

Southwest Card                     --                           $0

M&S Water                          --                           $0

Baton Rouge Water & Sewer Co.      --                           $0

Charter Communications of LA       --                           $0

Cobridge Communications            --                           $0

Point Coupee Parish Utilities      --                           $0

Cox Communications                 --                           $0

Allied Waste                       --                           $0

Gulf Coast Office                  --                           $0

M&S Water                          --                           $0

Massey Services                    --                           $0


BURBANK LANDING: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Burbank Landing Properties, LLC
        7170 Burbank Drive
        Baton Rouge, LA 70820

Bankruptcy Case No.: 12-10191

Chapter 11 Petition Date: February 20, 2012

Court: U.S. Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: James M. Herpin, Esq.
                  STEFFES VINGIELLO & MCKENZIE, LLC
                  200 Government Street, Suite 200
                  Baton Rouge, LA 70802
                  Tel: (225) 346-1600
                  Fax: (225) 346-1616
                  E-mail: bankr@herpindegeneres.com

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

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

The petition was signed by Brent Steven Honor‚, member.

Debtor's List of Its 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Massey Services                    --                   $7,049,245
P.O. Box 547668
Orlando, FL 32854

Gulf Coast Bank and Trust Company, --                   $2,700,000
Inc.
200 St. Charles Street
New Orleans, LA 70130

BankcorpSouth                      --                     $200,000
2910 West Jackson Street
Tupelo, MS 38801

Capital One Bank, N.A.             --                     $125,000

Daenen Henderson & Co.             --                       $7,887

Daenen Henderson & Co.             --                       $3,672

Carnival Master Card               --                           $0

Southwest Card                     --                           $0

M&S Water                          --                           $0

Baton Rouge Water & Sewer Co.      --                           $0

Charter Communications of LA       --                           $0

Cobridge Communications            --                           $0

Point Coupee Parish Utilities      --                           $0

Cox Communications                 --                           $0

Allied Waste                       --                           $0

Gulf Coast Office                  --                           $0

M&S Water                          --                           $0

Massey Services                    --                           $0


CABI SMA: Can Incur $700,000 Unsecured Financing from Affiliates
----------------------------------------------------------------
The Hon. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida issued an order granting, in part, CABI SMA
Tower I, LLLP's request to obtain postpetition unsecured
financing.

As reported in the Troubled Company Reporter on Jan. 31, 2012, the
Debtor requested authorization to obtain $700,000 in financing on
an administrative priority basis from its affiliates Cabi
Holdings, Inc. and Cabi Developers, LLC.

The Debtor would use the money to fund actual and necessary
administrative expenses that have been or likely will be incurred
by the Debtor or on its behalf.

The Court, in response to the objection filed by secured creditor
Brickell Central, LLC, ordered that the loan will be made solely
on a subordinated basis and will be junior in priority to all
general unsecured claims and any deficiency claim that may be
asserted by Brickell.

Brickell Central is a creditor with respect to more than $30.5
million in note obligations owed by the Debtor.

The Court also ordered that the lenders will be entitled to an
allowed administrative claim for all amounts actually disbursed
under the loan and accrued interest thereon.

As reported in the TCR on Dec. 27, 2011, the terms of the proposed
DIP financing include:

A. Interest Rate:             6-month LIBOR plus 100 basis points
                              (simple interest, payable at
                              maturity, adjusted on the last
                              business day of each calendar
                              quarter)

B. Maturity:                  Unless extended by the Lenders in
                              writing, upon the first to occur of
                              (a) the Effective Date of a
                              Confirmed Plan of Reorganization, or
                              (b) the dismissal or conversion of
                              the Debtor's bankruptcy case.

C. Fees:                      None

D. Disbursements:             Funds to be disbursed upon request;
                              interest to accrue from disbursement
                              date(s)

G. Prepayment:                Authorized in whole or in part
                              without penalty.

                       About Cabi SMA Tower I

Based in Miami, Florida, Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, in Miami, serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

No creditor's committee has been appointed in Cabi SMA Tower I,
LLLP's Chapter 11 case.


CABI SMA: Plan Confirmation Hearing Scheduled for April 4
---------------------------------------------------------
The Hon. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida will convene a hearing on April 4, 2012, at
2:00 p.m., to consider the confirmation of CABI SMA Tower I,
LLLP's Chapter 11 Plan.

Ballots accepting or rejecting the Plan and objections, if any, to
the Plan are due March 21.  The Plan Proponent has until March 30,
to file a proponent's report and confirmation affidavit.

Under the Plan, general unsecured creditors will recover 15% of
their claims, while existing equity interest holders will recover
nothing.

The Plan is premised upon the funding of (i) up to $4,870,000 on
the Effective Date in order to consummate the Plan, and (ii)
shortfalls, if any, from additional equity contributions by Newco
or development financing by Newco.  The Plan Investors will make
the Equity Contribution and the Development Financing via a newly
formed limited liability company, Teca Group Investments LLC.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CABI_SMA_3rdrevisedds.pdf

The Court has continued until Feb. 28, at 3:00 p.m., the hearing
to consider the Debtor's request for an extension in its exclusive
period to solicit acceptances for the proposed Chapter 11 Plan.

                       About Cabi SMA Tower I

Based in Miami, Florida, Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, in Miami, serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

No creditor's committee has been appointed in Cabi SMA Tower I,
LLLP's Chapter 11 case.


CABRINI MEDICAL: Doctors' Summary Judgment Motions Denied
---------------------------------------------------------
Bankruptcy Judge Arthur J. Gonzalez denied motions for summary
judgment filed in two consolidated adversary proceedings
concerning a dispute between Cabrini Medical Center and three
retired doctors formerly employed by Cabrini, as well as the widow
of a fourth doctor.  The adversary proceedings concern certain
deferred compensation agreements that were entered into separately
by Cabrini with each of the formerly employed doctors, prior to
their retirement.  The dispute concerns whether the funds subject
to each deferred compensation agreement is property of the
debtor's estate or whether it is excluded or exempted from the
debtor's estate under sections 541(b)(7) and 547(d) of the
Bankruptcy Code.  Judge Gonzalez said that, with respect to the
agreements, there are factual disputes concerning whether they
meet the ERISA standards for a funded plan or whether the plans
are unfunded.  Moreover, even if a trust were created, there are
factual issues concerning whether the plans, nevertheless, are
unfunded "top hat" plans.

The cases are:

     (1) CABRINI MEDICAL CENTER, Plaintiff, v. GUIDO PADULA,
         DILVA SALVIONI, ANGELO TARANTA, AND MANNUCCIO MANNUCCI,
         Defendants Adv. Proc. No. 11-02261 (Bankr. S.D.N.Y.); and

     (2) MANNUCCIO MANNUCCI, GUIDO PADULA, DILVA SALVIONI, AND
         ANGELO TARANTA, Plaintiffs, v. CABRINI MEDICAL CENTER,
         Defendant, Adv. Proc. No. 11-02407 (Bankr. S.D.N.Y.).

A copy of the Court's Feb. 16, 2012 Opinion is available at
http://is.gd/Uyvl4nfrom Leagle.com.

                  About Cabrini Medical Center

Cabrini Medical Center was an operator of an acute care voluntary
hospital on East 19th Street in Manhattan.  The facility ceased
operating as a hospital in March 2008.

The Company sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-14398) on July 9, 2009.  Frank A. Oswald, Esq., at Togut, Segal
& Segal LLP represented the Debtor.  The Company estimated its
assets at $50 million to $100 million, and its debts at
$100 million to $500 million, at the time of the filing.

Memorial Sloan-Kettering Cancer Center purchased the Debtor's
facility for $83.1 million in 2010.  In April 2011, Cabrini
obtained approval of its Chapter 11 plan.  Frank Oswald, Esq.,
said unsecured creditors were projected to recover between 17% and
24%.  Mr. Oswald said the outcome was rewarding considering the
hospital only had $200,000 in cash when the bankruptcy began.  The
disclosure statement said unsecured claims ultimately should total
$60 million to $80 million.


CARBON RESOURCES: Court Dismisses Chapter 11 Case
-------------------------------------------------
Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the
District of New Mexico entered an order dismissing the Chapter 11
case of Carbon Resources, LLC.

As reported in the Troubled Company Reporter on Jan. 25, 2012,
Carbon Resources requested dismissal because:

   -- the Debtor's principal secured creditor, PCM Venture II,
      LLC, has been paid in full as a condition of sale of the
      principal assets of the Debtor;

   -- the Debtor is able to resolve its debts owing to the
      remaining creditors without the assistance of the Court;

   -- the Debtor has filed all operating reports required to be
      filed; and

   -- the Debtor anticipates paying all fees due to be paid the
      United States Trustee.

                     About Carbon Resources LLC

Sandia Park, New Mexico-based Carbon Resources LLC, a Nevada
limited liability company, owned a leasehold interest in an
approximately 5,060 acre coal lease near Scofield, Utah.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.M.
Case No. 10-16104) on Dec. 10, 2010.  M.J. Keefe, Esq., at Gilpin
& Keefe, PC, and the law firm of James M. LaGanke P.L.L.C., serve
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $22,210,696 in assets and $5,416,004 in liabilities as
of the Petition Date.


CAUCEDO INVESTMENTS: Fitch Withdraws 'BB-' Rating on Sr. Notes
--------------------------------------------------------------
Fitch Ratings has withdrawn its 'BB-(exp)' rating on Caucedo
Investments Inc.'s (CII) US$180 million Senior Notes. CII has
informed Fitch that the note issuance will not proceed.


CDC CORP: CDC Software Sale Set for March 16 Auction
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CDC Corp. will hold an auction on March 16 to learn
if anyone will top the bid of about $250 million for the company's
87% interest in CDC Software Corp.

The report relates that under sale procedures approved last week
by the U.S. Bankruptcy Court in Atlanta, competing bids are due
initially on March 9.  A hearing to approve the sale will take
place March 20.

The first bid at auction will be made by an affiliate of Vista
Equity Holdings.  CDC said the sale should be sufficient to pay
all claims, including a $67 million judgment and $5 million owing
to trade suppliers, plus professional fees.

When the sale was first announced Feb. 7, CDC doubled in price to
close at $3.05.  On Feb. 21, CDC fell 3 cents to $3.63 in over-
the-counter trading.

                         About CDC Corp

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

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC
Corporation is represented by Troutman Sanders.  The Committee
tapped Morgan Joseph TriArtisan LLC as its financial advisor.


CELL THERAPEUTICS: EMA Issues Positive Opinion on Pixuvri
---------------------------------------------------------
Cell Therapeutics, Inc., announced that Pixuvri (pixantrone
dimaleate) has been granted a positive opinion for conditional
approval from the European Medicines Agency's Committee for
Medicinal Products for Human Use.  Based on the CHMP's
recommendation, CTI expects that a conditional marketing
authorization for Pixuvri should be granted by the European
Commission within the next few months.  CHMP recommended Pixuvri
for conditional approval as monotherapy for the treatment of adult
patients with multiple relapsed or refractory aggressive non-
Hodgkin B-cell lymphomas.

If the CHMP's recommendation is formally adopted by the European
Commission, Pixuvri would be approved for marketing in the 27
countries that are members of the E.U., as well as the European
Economic Area.  The decision by the European Commission is
typically issued approximately two to three months after the CHMP
opinion and generally follows the recommendation from the CHMP.
If the opinion is confirmed by the European Commission, Pixuvri
would be the first drug approved for patients in this setting.

"We are very pleased with the CHMP's positive recommendation
recognizing the clinical benefit of Pixuvri in addressing a
significant unmet medical need for patients with multiple relapsed
or refractory aggressive B-cell NHL, and we believe that Pixuvri
will add an important treatment option for physicians and provide
a meaningful impact on patients," stated James A. Bianco, CEO of
CTI.

"There are currently no proven effective therapies for these
advanced NHL patients.  Our goal for this late stage patient
population is to control disease progression and symptoms as a
cure is no longer an option.  We are encouraged by the PFS noted
in the PIX301 study and the opportunity this agent provides in
treating this difficult to treat group of patients," said Bertrand
Coiffier, M.D., Ph.D., Professor of Hematology at the Department
of Hematology, Hospices Civils de Lyon and the University Lyon 1
in Lyon, France.

Similar to accelerated approval regulations in the United States,
conditional marketing authorizations are granted to medicinal
products with a positive benefit/risk assessment that address
unmet medical needs and whose availability would result in a
significant public health benefit.  A conditional marketing
authorization is renewable annually.  Under the provisions of the
conditional marketing authorization for Pixuvri, CTI will be
required to complete a post-marketing study aimed at confirming
the clinical benefit previously observed.

The CHMP has accepted PIX306, CTI's ongoing randomized controlled
phase 3 clinical trial, which compares Pixuvri-rituximab to
gemcitabine-rituximab in 2nd line patients with aggressive B-cell
NHL who failed front-line CHOP-R and who are not eligible for
autologous stem cell transplant or as 3rd or 4th line therapy in
aggressive B-cell NHL.  As a condition of approval, CTI has agreed
to have available the PIX306 clinical trial results by June 2015.

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
bi4opharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company also reported a net loss attributable to CTI of
$53.39 million on $0 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss attributable to CTI of
$62.92 million on $319,000 of total revenues for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$62.85 million in total assets, $33.89 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$15.49 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

                       Bankruptcy Warning

The Company has incurred losses since inception and expect to
generate losses for the next few years primarily due to research
and development costs for Pixuvri, OPAXIO, tosedostat,
brostallicin and bisplatinates.

If the Company receives approval of Pixuvri by the European
Medicines Agency or the Food and Drug Administration, the Company
would anticipate additional commercial expenses associated with
Pixuvri operations.  Accordingly, the Company will need to raise
additional funds and is currently exploring alternative sources of
equity or debt financing.  The Company may seek to raise such
capital through public or private equity financings, partnerships,
joint ventures, disposition of assets, debt financings or
restructurings, bank borrowings or other sources of financing.
However, additional funding may not be available on favorable
terms or at all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, the Company may be required to delay, scale back, or
eliminate some or all of its research and development programs and
may be forced to cease operations, liquidate its assets and
possibly seek bankruptcy protection.


CLEAR CHANNEL: Cuts Net Loss to $302.1 Million in 2011
------------------------------------------------------
Clear Channel Communications, Inc., reported a net loss of $302.09
million on $6.16 billion of revenue in 2011, compared with a net
loss of $479.08 million on $5.86 billion of revenue in 2010.
The Company had a net loss of $4.03 billion on $5.55 billion of
revenue in 2009.

The Company reported a net loss of $43.02 million on $1.65 billion
of revenue for the three months ended Dec. 31, 2011, compared with
a net loss of $62.66 million on $1.63 billion of revenue for the
same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $16.54
billion in total assets, $24.01 billion in total liabilities and a
$7.47 billion total member's deficit.

"We are pleased with our business performance in the quarter and
throughout 2011," Chief Executive Officer Bob Pittman said.  "In
the last year, we have made great strides: putting our leadership
team and strategic plans in place, strengthening our relationships
with consumers globally and developing new strategies to better
serve our advertising and marketing partners.  I believe we are
well positioned for new successes in 2012, as we continue working
toward realizing the full potential of our businesses.  We are
continuing to build on the strengths of our national radio and
digital content platform, including iHeartRadio, and further
developing and executing new strategies for our outdoor businesses
around the world, especially our unique digital products."

                         Bankruptcy Warning

The Company said its ability to restructure or refinance its debt
will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
the Company's debt service obligations and may require it to
comply with more onerous covenants, which could further restrict
its business operations.  The terms of existing or future debt
instruments may restrict the Company from adopting some of these
alternatives.  These alternative measures may not be successful
and may not permit the Company to meet its scheduled debt service
obligations.  If the Company cannot make scheduled payments on its
indebtedness, it will be in default under one or more of its debt
agreements and, as a result the Company could be forced into
bankruptcy or liquidation.

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

                       http://is.gd/28EhiQ

                About CC Media and Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

                           *    *     *

As reported by the Troubled Company Reporter on Dec. 16, 2011,
Standard & Poor's revised its rating outlook on CC Media Holdings
Inc., and Clear Channel, which S&P views on consolidated basis, to
negative from positive.  "We affirmed our ratings on the company,
including the corporate credit rating of 'CCC+'," S&P said.

"The outlook revision reflects our view that softening ad demand
and global economic uncertainty could slow the pace of revenue
growth at CC Media over the intermediate term, heightening
refinancing risk around its 2014 and 2016 debt maturities,"
explained Standard & Poor's credit analyst Michael Altberg.  "The
'CCC+' corporate credit rating reflects the risks surrounding the
longer-term viability of the company's capital structure in
particular, refinancing risk relating to sizable secured and
unsecured debt maturities in 2014 ($2.9 billion) and 2016 ($12.3
billion).  We view CC Media's financial risk profile as 'highly
leveraged' (based on our criteria), given the company's
significant refinancing risk, very slim EBITDA coverage of
interest expense, and minimal discretionary cash flow compared to
its debt burden.  In our view, the company has a 'fair' business
risk profile, because of its position as the largest U.S. radio
and global outdoor advertising operator," S&P said.


COATES INTERNATIONAL: Hires ATG as Investor Relations Firm
----------------------------------------------------------
Coates International, Ltd., reported that effective Feb. 13, 2012,
it engaged the investor relations firm of ATG, Inc.

The Company entered into a non-exclusive Investor Relations
Services Agreement with ATG Inc., a firm that specializes in
assisting public companies to improve investor relations.  The
primary objective of these services will be to increase awareness
about the Company and its business plan in the investor and
business community.

The term of the Agreement is for six months and may be canceled by
either party for any reason upon 30 days' prior notice.  Pursuant
to the Agreement, ATG will assist the Company, as requested, by
providing various services including, but not limited to:

   1. Dissemination of news about the Company to a targeted
      audience in the investor and business community.

   2. Distribution of news about the Company to market makers,
      financial media, selected internet stock pages/threads and
      the OTC analyst community.

   3. Dissemination of newsworthy items and press releases to
      known contacts at selected newspapers, magazines.

   4. Assistance with strategic planning and promotional
      marketing.

   5. Introductions to criteria-specific Broker-Dealers and Market
      Makers.

As compensation for its services, the Company will pay ATG $50,000
per month.

Management stated: "We are very pleased to be entering into this
new business relationship and anticipate increased interest in our
Company and improved liquidity for our current and future
shareholders."

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

The Company reported a net loss of $1.05 million on $159,000 of
sales for the year ended Dec. 31, 2010, compared with a net loss
of $806,756 on $0 of sales during the prior year.

The Company reported a net loss of $1.89 million on $125,000
of sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $546,762 on $0 of sales for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.85 million in total assets, $3.91 million in total liabilities,
and a $1.06 million total stockholders' deficiency.

Meyler & Company, LLC, in Middletown, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
continues to have negative cash flows from operations, recurring
losses from operations, and a stockholders' deficiency.


CONVERTED ORGANICS: Board OKs 1-for-500 Reverse Stock Split
-----------------------------------------------------------
Converted Organics Inc. announced the results of its Special
Meeting of Shareholders at its office in Boston, MA.  Shareholders
at the meeting authorized the Board to implement a reverse stock
split and authorized the Board to have the discretion to abandon
the reverse stock split.

"The Company is pleased with the results of today's Special
Meeting of Shareholders," said Edward J. Gildea, President and CEO
of Converted Organics.  "We appreciate the support shown by our
shareholders and look forward to the remainder of the year as we
continue to develop our existing lines of clean technology
businesses and pursue available growth opportunities."

Following the Special Meeting of Shareholders, the Board of
Directors held a meeting at which they voted in favor of a 1-for-
500 reverse split of the Company's stock.  The Company has
notified FINRA and expects the split to be effective within the
next two weeks.

                     About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

The Company reported a net loss of $8.9 million on $2.8 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $31.6 million on $2.8 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$17.2 million in total assets, $11.9 million in total liabilities,
and stockholders' equity of $5.3 million.

As reported in the TCR on April 7, 2011, CCR LLP, in Glastonbury,
Connecticut, expressed substantial doubt about Converted Organics'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that the Company has an accumulated deficit at
Dec. 31, 2010, and has suffered significant net losses and
negative cash flows from operations.


CHURCH STREET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Church Street Health Management, LLC
          fdba Sanus Holdings, LLC
               FORBA Holdings, LLC
        618 Church Street, Suite 520
        Nashville, TN 37219

Bankruptcy Case No.: 12-01573

Chapter 11 Petition Date: February 20, 2012

About the Debtor: Church Street provides management services to 67
                  low-income dental centers.  The Debtor told the
                  bankruptcy judge at the first day hearing that a
                  group led by Garrison Investment Group has
                  agreed to be the stalking horse bidder at a
                  bankruptcy auction for the assets.

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: John Charles Tishler, Esq.
                  WALLER LANSDEN DORTCH & DAVIS, LLP
                  511 Union Street, Suite 2700
                  Nashville, TN 37219
                  Tel: (615) 850-8756
                  Fax: (615) 244-6804
                  E-mail: john.tishler@wallerlaw.com

Debtor?s
Financial and
Restructuring
Advisors:         ALVAREZ & MARSHAL HEALTHCARE INDUSTRY GROUP, LLC

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

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

The petition was signed by Tore Nelson, chief executive officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
National Association of            Settlement          $10,714,233
Medicaid Fraud Control Units
2030 M. Street NW, 8th Floor
Washington, DC 20036

Medicaid Fraud Control Unit of     Settlement             $991,496
Massachusetts Office of
Attorney General
One Ashburton Place
Boston, MA 02108

MCBH Church Square LLC             Lease Guarantee        $888,195
2701 N. Charles Street, Suite 404
Baltimore, MD 21218

Michael Lindley                    Severance Obligation   $859,955
857 Curtiswood Lane
Nashville, TN 37204

Medicaid Fraud Control Unit        Settlement             $841,364
Of Colorado
Office of the Attorney General
1525 Sherman Street, 2nd Floor
Denver, CO 80203

Medicaid Fraud Control Unit        Settlement             $685,799
of Ohio
Office of the Attorney General
150 East Gay Street, 17th Floor
Columbus, OH 43215

Alfred Smith                       Severance Obligation   $674,546
1652 Jacobs Drive
Gallatin, TN 37066

Medicaid Fraud Control Unit        Settlement             $644,276
Of South
Carolina Office of the Attorney General
P.O. Box 11549
Columbia, SC 29211-1549

Henry Schein Inc.                  Trade Debt             $568,478
Dept CH 10241
Palatine, IL 60055-0241

Shary Retail Ltd.                  Lease Guaranty         $542,125
P.O. Box 924133
Houston, TX 77292-4133

Medicaid Fraud Control Unit        Settlement             $485,361
Of Oklahoma
Office of the Attorney General
313 NE 21st Street
Oklahoma City, OK 73105

Medicaid Fraud Control Unit        Settlement             $475,969
of Indiana
Office of the Attorney General
8005 Castleway Drive
Indianapolis, IN 46250-1946

Medicaid Fraud Control Unit        Settlement             $431,334
of New York
Office of the Attorney General
120 Broadway, 13th Floor
New York, NY 10271

Medicaid Fraud Control Unit        Settlement             $394,545
of Georgia
Office of the Attorney General
2100 East Exchange Place
Building One, Suite 200
Tucker, GA 30084

Medicaid Fraud Control Unit        Settlement             $376,661
of Maryland
Office of the Attorney General
200 St. Paul Place, 18th Floor
Baltimore, MD 21202

Medicaid Fraud Control Unit        Settlement             $356,388
of Kansas
Office of the Attorney General
120 SW 10th Avenue, 2nd Floor
Topeka, KS 66612-1597

Habi Ltd.                          Lease Guarantee        $326,162
P.O. Box 887
Holland, OH 43528

Medicaid Fraud Control Unit        Settlement             $312,206
Of Virginia
Office of the Attorney General
900 E. Main Street, 5th Floor
Richmond, VA 23219

Shearman & Sterling LLP            Trade Debt             $310,700
525 Market Street
San Francisco, CA 94105-2723

Medicaid Fraud Control Unit        Settlement             $249,058


CUI GLOBAL: Effects 1-for-30 Reverse Common Stock Split
-------------------------------------------------------
The issued and outstanding shares of CUI Global, Inc.'s $0.001 par
value common stock reverse split at a ratio of one for thirty
(1:30) as an element of the Company's process of 'up-listing" its
shares to The Nasdaq Stock Market under the trading symbol "CUI"
which up-listing to Nasdaq becomes effective Feb. 17, 2012.  No
fractional shares will be issued as a result of the reverse split.
If the number of "pre-split" common shares is not evenly divisible
by the ratio number, the "pre-split" shares will round up to the
next number that is divisible by the ratio number.  The number of
authorized common stock will remain unaffected and the par value
will remain at $0.001 per share.

The Company's Form S-1 registration statement became effective at
5:30 p.m. on Feb. 14, 2012.

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

The Company reported a net loss of $7.5 million on $40.9 million
of revenues for 2010, compared with a net loss of $16.0 million on
$28.9 million of revenues for 2009.

The Company also reported consolidated net profit of $177,961 on
$30.14 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a consolidated net loss of $3.41
million on $26.28 million of total revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$32.78 million in total assets, $20.07 million in total
liabilities, and $12.70 million in total stockholders' equity.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.


DESERT GARDENS: NAI Horizon and Dan A. Paulus OK'd as Appraisers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Desert Gardens IV LLC, to employ NAI Horizon Valuation services
Group, LLC, and president Dan A. Paulus, MAI, as appraisers.

As reported in the Troubled Company Reporter on Feb. 20, 2012, NAI
will provide the Debtor two written reports on the market values
of the real properties known as Desert Gardens Apartments and
Desert Gardens Apartments II located on 13517 and 13621
(respectively) W. Glendale Avenue in Glendale, Arizona.  NAI's
legal advisors will assist the Debtor in the course of the Chapter
11 case, including but not limited to producing credible reports
which satisfy the Uniform Standards of Professional Appraisal
Practice guidelines.  NAI's fee for the appraisal was $10,000
which was paid prepetition.

NAI will also provide consultation, deposition, courtroom
testimony and related preparation on the Debtor's behalf from any
litigation or related inquiries based on a professional fee of
$325 per hour separate and in addition to the appraisal reports
fee.

To the best of the Debtor's knowledge, NAI doe not represent any
other entity having an adverse interest in connection with the
cases.

                      About Desert Gardens IV

Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14.  The project has two
31-story towers, one built in 1983 and the other in 2003.  U.S.
Bank, the secured lender, is owed $26.3 million.  The property is
estimated to be worth $16 million.

Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix.  Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel.  Sierra
Consulting Group, LLC, is the financial advisor.  The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.


DESERT GARDENS: Has Until April 30 to Access Cash Collateral
------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona issued a second stipulated interim order
authorizing Desert Gardens IV, LLC's continued use of cash
collateral until April 30, 2012.

The stipulation was entered between the Debtor and US Bank
National Association, as trustee, successor in interest to Bank of
America, National Association, as trustee, successor by merger to
LaSalle Bank National Association, as Trustee, for the registered
holders of Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2007-PWR15.

As reported in the Troubled Company Reporter on Dec. 26, 2011, all
security deposits made by any tenants of the Debtor at the
property -- a certain real property located at 13517 and 13621
West Glendale Avenue, Glendale, Arizona, together with all
easements, rights, privileges, structures, improvements, leases,
rents, furniture, fixtures, and other personal property pertaining
to or affixed there -- postpetition will comprise cash collateral.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant US Bank replacement liens,
superpriority administrative expense claim status, subject to
carve out on certain fees.

Pursuant to the stipulation:

   -- In addition to the monthly payments, the Debtor will make a
      payment of $379 with the regularly scheduled February 2012
      payment to the lender; and

   -- The second stipulation can be further extended by the
      parties in writing without further order of the Bankruptcy
      Court, and lender may agree, in its sole and absolute
      discretion, to the use of cash collateral for non-Budgeted
      items by separate written agreement authorizing the use.

                      About Desert Gardens IV

Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14.  The project has two
31-story towers, one built in 1983 and the other in 2003.  U.S.
Bank, the secured lender, is owed $26.3 million.  The property is
estimated to be worth $16 million.

Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix.  Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel.  Sierra
Consulting Group, LLC, is the financial advisor.  The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.


DJSP ENTERPRISES: DAL Group Amends Forbearance Pact with BA Note
----------------------------------------------------------------
DAL Group, LLC, a subsidiary of DJSP Enterprises, Inc., and DAL's
subsidiary, DJS Processing, LLC, the Law Offices of David J.
Stern, P.A., and BA Note Acquisition LLC, entered into an
amendment to the Forbearance Agreement dated Dec. 30, 2011.  The
Amendment, among other matters, amends the related Assignment of
the Proceeds of Collateral Cases to revise the calculation of the
net proceeds from the Law Offices' collection cases required to be
paid to DAL and DJS. Kerry S. Propper, a member of the Board of
Directors of the Company, owns a non-controlling interest in
Lender.

An affiliate of David J. Stern, the former Chairman, President and
Chief Executive Officer of the Company, owns a non-controlling
interest in Lender.

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

                        http://is.gd/1IVioU

Effective Feb. 10, 2012, the Company accepted the resignation of
Juan Ruiz as a member of the Board of Directors of the Company and
the Board of Managers of DAL.  Mr. Ruiz resigned his positions
with the Company and DAL to focus on his other business interests.

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                         Amount of Note
                                         --------------
    Law Offices of David J. Stern, P.A.     $47,869,000
    Chardan Capital, LLC,                    $1,000,000
    Chardan Capital Markets, LLC               $250,000
    Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011 for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DOE MOUNTAIN INVESTMENTS: Creditors Plan Outline Hearing Feb. 28
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
scheduled the hearing on Feb. 28, 2012, at 9:30 a.m., on the
disclosure statement in support of the joint plan of liquidation
filed by creditors C5-MFB Properties LLC and Billy L. Amick for
debtors Doe Mountain Investments, LLC, and Doe Mountain
Development Group, Inc.

As reported in the Troubled Company Reporter on Feb. 9, 2012,
creditors C5-MFB Properties LLC and Billy L. Amick has filed a
joint plan of liquidation for Doe Mountain Investments, LLC, and
Doe Mountain Development Group, Inc., dated Jan. 20, 2012.

Under the joint plan of liquidation, administrative claims,
priority tax claims and priority non-tax claims are unimpaired and
will be paid on the effective date or when the claims become
allowed.

The classes and treatment of claims against Doe Mountain
Investments are:

     A. Class 1 (Claims of C5-MFB) will be paid in full on the
        latter of the closing date or the effective date.  C5-MFB
        will retain its lien securing the allowed secured claims
        until all distributions have been made.  The deficiency
        claim of C5-MFB is waived.

     B. Class 4 (Unsecured claims) will receive cash on the later
        of the closing date, or the effective date, or the claim
        becomes allowed.

     C. Class 5 (Claims of Equity Interests) will receive their
        pro rata share of the proceeds of the purchase price
        allocated to Doe Investments after payment of unclassified
        claims, C5-MFB claims and unsecured claims.

Classes 2 and 3 and intentionally omitted under the plan for Doe
Investments.

The classes and treatment of claims against Doe Mountain
Development are:

     A. Class 1 (Claims of C5-MFB) will be paid in full on the
        latter of the closing date or the effective date.  C5-MFB
        will retain its lien securing the allowed secured claims
        until all distributions have been made.  The deficiency
        claim of C5-MFB is waived.

     B. Class 2 (Claims of Amick) will be paid the settlement
        payment in full on the later of the closing date and the
        effective date.  Amick will retain its lien securing the
        allowed secured claims until all distributions have been
        made.  The deficiency claim of Amick is waived.

     C. Class 3 (Secured Claim of Clear Creek Construction) will
        receive $96,395.45 in full satisfaction of the claim on
        the later of the closing date and the effective date.
        Clear Creek will retain its lien securing the allowed
        secured claims until all distributions have been made.
        The deficiency claim of Clear Creek is waived.

     D. Class 4 (Unsecured claims) will receive cash will on the
        later of the closing date, or the effective date, or the
        claim becomes allowed.

     E. Class 5 (Claims of Equity Interests) will receive their
        pro rata share of the proceeds of the purchase price
        allocated to Doe Investments after payment of unclassified
        claims, C5-MFB claims and unsecured claims.

C5-MFB Properties LLC is represented by:

         D. Allen Grumbine, Esq.
         WOMBLE CARLYLE SANDRIDGE & RICE LLP
         550 South Main St., Suite 400
         Greenville, S.C. 29603

Billy L. Amick is represented by:

         John A. Walker Jr.
         Walker & Walker P.C.
         Knoxville, Tennessee 37901

A copy of the Plan of Liquidation is represented by:

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

                  About Doe Mountain Investments

Doe Mountain Investments LLC of Greenville, South Carolina, filed
for Chapter 11 bankruptcy (Bankr. D.S.C. Lead Case No. 11-05275)
on Aug. 24, 2011.  Randy A. Skinner, Esq., at Skinner Law Firm,
LLC, serves as the Debtors' counsel.  Doe Mountain Investments
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million.

Doe Mountain Investments' affiliate, Doe Mountain Development
Group, Inc., filed separate Chapter 11 petitions on the same day.
Doe Mountain Development posted assets of $22,001,249
and debts of $6,595,473.


DYNEGY INC: Altai Capital Discloses 5.1% Equity Stake
-----------------------------------------------------
Altai Capital Management, L.P., and its affiliates filed with the
U.S. Securities and Exchange Commission a Schedule 13G disclosing
that, as of Dec. 31, 2011, they beneficially own 6,313,432 shares
of common stock of Dynegy Inc. representing 5.1% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/Sk286d

                          About Dynegy Inc.

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

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

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

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

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

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

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

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

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


EASTMAN KODAK: Application to Tap Linklaters as Foreign Counsel
---------------------------------------------------------------
Eastman Kodak Co. and its affiliates seek the Court's authority to
employ Linklaters LLP as their special foreign counsel nunc pro
tunc to the Petition Date.

As foreign counsel, Linklaters will:

  (a) advise the Debtors and assist general bankruptcy counsel
      with regard to the Debtors' foreign branches and non-U.S.
      subsidiaries, including without limitation, subsidiaries
      in Europe, the Middle East, Asia and Latin America;

  (b) advise the Debtors and assist general bankruptcy counsel
      with regard to cross-border issues implicating laws of
      foreign jurisdictions, including local laws applicable to
      the Debtors' foreign branches and non-U.S. subsidiaries,
      including without limitation those throughout Europe, the
      Middle East, Asia and Latin America;

  (c) advise the Debtors and assist general bankruptcy counsel
      with regard to issues arising with the foreign branches
      and non-U.S. subsidiaries as a consequence of the Debtors'
      Chapter 11 cases;

  (d) advise the Debtors and assist general bankruptcy counsel
      with respect to the consideration of the positions of the
      foreign branches and non-U.S. subsidiaries and any
      interaction and influence on the Debtors' Chapter 11
      cases, including without limitation local laws throughout
      Europe, the Middle East, Asia and Latin America applicable
      in the context of insolvency, bankruptcy, restructuring,
      directors' duties, corporate laws and general commercial
      and finance issues arising in respect of operation of the
      global business;

  (e) advise the Debtors and assist general bankruptcy counsel
      with respect to English law pension issues;

  (f) advise the Debtors and assist general bankruptcy counsel
      with respect to liquidity and financing issues affecting
      the foreign branches and non-U.S. subsidiaries;

  (g) advise the Debtors and assist general bankruptcy counsel
      with respect to asset disposition issues and asset
      maintenance and enhancement issues outside of the U.S.;

  (h) advise the Debtors and assist general bankruptcy counsel
      in formulating and drafting any disclosure statement
      accompanying any plan of reorganization with respect to
      foreign law issues and the Debtors' foreign branches and
      non-U.S. subsidiaries;

  (i) organize and coordinate the matters in conjunction with
      Linklaters' teams throughout Europe, the Middle East and
      Asia and local counsel where Linklaters does not have the
      relevant local foreign law expertise or geographical
      coverage;

  (j) attend meetings with third parties and participate in
      negotiations;

  (k) appear before the Bankruptcy Court, any district or
      appellate courts, and the U.S. Trustee;

  (l) perform the full range of services; and

  (m) provide other services as the Debtors may request provided
      that those services do not rise to the level of
      "conducting the case" and are not duplicative of the
      services provided by general bankruptcy counsel.

For timekeepers in the London office, the applicable hourly rates
in the Chapter 11 proceedings, subject to periodic adjustments to
reflect economic and other conditions, plus applicable Value Added
Tax, if any, are:

      Partners                   GBP670 to GBP775
      Counsels                   GBP600
      Managing Associates        GBP510 to GBP570
      Associates                 GBP300 to GBP480
      Trainee Solicitors         GBP200 to GBP290
      Paralegals                 GBP120 to GBP200

Linklaters will also be reimbursed for any necessary out-of-pocket
expenses.

Rebecca L. Jarvis, Esq., a partner at Linklaters LLP, assures the
Court that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors or their estates
with respect to the matters on which Linklaters is to be employed.

Ms. Jarvis discloses that Linklaters received a $350,000 retainer
as security for its fees and disbursements.  A portion of the
Retainer has been applied to outstanding balances existing as of
the Petition Date.  The Retainer has not been fully exhausted
since received and Linklaters intends to apply the Retainer to any
outstanding amounts related to the period prior to the Petition
Date that were not processed through Linklaters' billing system as
of the Petition Date, Ms. Jarvis tells the Court.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

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


EASTMAN KODAK: Wins Approval for KCC as Administrative Agent
------------------------------------------------------------
Eastman Kodak Co. and its affiliates sought and obtained the
Court's authority to employ Kurtzman Carson Consultants LLC as
administrative agent nunc pro tunc to the Petition Date.

KCC will provide, among other things, these administrative
services in connection with the Chapter 11 cases, if and to the
extent requested by the Debtors:

  (a) Assist with the preparation of the Debtors' Schedules of
      assets and liabilities and statements of financial affairs
      by inputting and formatting data provided by the Debtors
      and their professionals;

  (b) Assist with discrete aspects of the Debtors' claim
      reconciliation process, such as inputting and formatting
      data provided by the Debtors;

  (c) Tabulate votes and perform subscription services as may be
      requested or required in connection with any and all plans
      filed by the Debtors and provide ballot reports and
      related balloting and tabulation services to the Debtors
      and their professionals;

  (d) Manage any distribution pursuant to a confirmed plan prior
      to the effective date of such plan; and

  (e) Perform other administrative services as may be requested
      by the Debtors that are not otherwise allowed under the
      order approving the Section 156(c) Application.

Albert Kass, Vice President of Corporate Restructuring Services of
KCC, assures the Court that his firm neither holds nor represents
any interest adverse to the Debtors' estates and that it is a
"disinterested person," as the term is defined in Section 101(14)
of the Bankruptcy Code.

KCC will receive a $25,000 retainer that will be applied against
any fees incurred prior to the Petition Date.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

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


EASTMAN KODAK: Creditors Committee Has Milbank as Lead Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Eastman Kodak's
cases proposes to retain Milbank, Tweed, Hadley & McCloy LLP, as
its bankruptcy counsel.

The firm may be reached at:

        Dennis F. Dunne, Esq.
        Tyson M. Lomazow, Esq.
        Brian Kinney, Esq.
        MILBANK, TWEED, HADLEY & McCLOY LLP
        1 Chase Manhattan Plaza
        New York, NY 10005
        Tel: (212) 530-5000
        Fax: (212) 530-5219
        E-mail: ddunne@milbank.com
                tlomazow@milbank.com
                bkinney@milbank.com

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

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


EASTMAN KODAK: Wins Nod to Reject Kodak Theatre Sponsorship
-----------------------------------------------------------
Eastman Kodak Co. sought the Bankruptcy Court's authority to
reject an agreement that provides them naming rights in the
entertainment complex commonly known as the "Kodak Theatre."

According to report,s U.S. Bankruptcy Judge Allan Gropper in
Manhattan approved a request Feb. 16 by the company to end the
Kodak Theatre sponsorship agreement to save money as it
restructures. The approval comes less than two weeks before the
film industry's Oscar awards show, set for Feb. 26.

Specifically, the Debtors sought to reject the Sponsorship
Agreement, dated October 5, 2000, with CIM/H&M Media L.P., as
successor-in-interest to TrizecHahn Hollywood LLC, effective as of
January 31, 2012.

Eastman Kodak entered into the 20-year contract with TrizecHahn
Hollywood LLC in 2000 to get naming rights to the Kodak Theatre,
which hosts the annual Academy Awards show.  The contract was
assumed by CIM/H&H last year, which requires Eastman Kodak to pay
approximately $72 million dollars over 20 years for the exclusive
naming rights to the Kodak Theatre.

The Debtors said in court papers that any continued expense in
maintaining the Contract and attempting to market the Contract
would likely outweigh, if not eclipse, any benefit in attempting
to identify a potential acquirer of the Contract, and
unnecessarily deplete assets of their estates to the detriment of
their creditors.

The proposed rejection of the contract drew flak from CIM/H&H,
saying Eastman Kodak should not be allowed to give up naming
rights to the Kodak Theatre.

CIM/H&H said the sponsorship agreement is not an "executory
contract" and that backing out of the contract is "not only
legally impermissible but practically impossible."

CIM/H&H said it is "too late" for Eastman Kodak to back out in
light of the 2012 Oscars, which will be held less than three weeks
away.  "Disassociating the Kodak name from the theater before the
Academy Awards show, the major event, is not practically
feasible," CIM/H&H said in court papers.

Randy Bernstein, president and chief executive officer of Premier
Partnerships, agreed that it "would be impossible to disassociate
the Kodak name with the Kodak Theater overnight."

"For 12 years, the CIM and its predecessors worked with Kodak to
engrain the Kodak Theatre name into the public's mind," Mr.
Bernstein said in a declaration in support of CIM/H&H's objection.

"They have due regard for the interest of their creditor body, and
they just don't want to pay this money for the next nine years,"
Judge Gropper said at a court hearing, according to Bloomberg
News.

CIM is represented by:

        Thomas Leanse, Esq.
        Jessica Mickelsen, Esq.
        KATTEN MUCHIN ROSENMAN LLP
        2029 Century Park East, Suite 2600
        Los Angeles, CA 90067-3012
        E-mail: thomas.leanse@kattenlaw.com
                jessica.mickelsen@kattenlaw.com

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtor.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

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


EDIETS.COM INC: Appoints Thomas Connerty as President and CEO
-------------------------------------------------------------
eDiets.com, Inc., announced that Thomas Connerty, a member of the
Board of Directors since April 2011, will assume the position of
President and Chief Executive Officer.  The Company also announced
the resignation of President and Chief Executive Officer Kevin
McGrath, effective immediately.  Mr. McGrath will continue to
serve as an advisor to the Company until March 1, 2012, to assist
with transition matters.

"On behalf of the Board of Directors, we want to thank Kevin for
his contributions to eDiets," said Kevin Richardson, the Company's
Chairman.  "For the past three years, Kevin has led the Company
through an unusually challenging environment, and we wish him well
in his future endeavors."

Mr. Richardson continued, "We are fortunate to have a qualified
and experienced successor within our Board.  Tom brings a deep
background in the health and wellness industry and direct response
marketing and we look forward to working with him in his new
role."

Mr. Connerty, 49, has over 25 years of expertise in direct
response marketing with leading consumer branded companies.  He
formerly held a number of senior positions with NutriSystem, Inc,
including Chief Marketing Officer from November 2004 to May 2008,
Executive Vice President from April 2005 to May 2008 and Executive
Vice President of Program Development from July 2006 to May 2008.
From 1999 to 2004, Mr. Connerty served as Vice President of
Marketing at the Nautilus Group, where he played a key role in
building the Bowflex division into one of the most profitable and
recognizable names in the direct response home fitness market.
Prior to Nautilus, Mr. Connerty served as the Vice President of
Broadcast for the Home Shopping Network.

Tom Connerty said, "I look forward to working with our team to
address the challenges ahead and profitably grow the business.
eDiets offers consumers safe and cost effective solutions to
achieve their weight loss goals, and I am excited to lead the
Company as we expand our reach and maximize brand potential.  Both
the Board and our entire management team are committed to
significantly enhancing the value of eDiets for all our
stakeholders."

"My time at eDiets has been challenging, yet rewarding," said
Kevin McGrath.  "We have significantly improved the cost structure
and focus of all aspects of the business.  The last piece of the
equation is to continue to ramp sales for meal delivery.  I can
think of no one with more relevant skills in this regard than my
successor, Tom Connerty.  I wish him all the success in the
world."

On Feb. 15, 2012, Prides Capital Fund I, L.P., the majority
stockholder in eDiets.com, Inc., issued an unconditional guarantee
of certain Company payment obligations to Paymentech, LLC, the
Company's credit card payments processor.  The maximum amount of
Company indebtedness guaranteed by Prides is $260,000.  Also as of
Feb. 15, 2012, the Company entered into a letter agreement with
Prides pursuant to which the Company undertook certain obligations
in consideration of the Guarantee.  Among other things, the Letter
Agreement obligates the Company to pay Prides (i) an annual credit
support fee equal to 10% of the maximum amount of Company
indebtedness guaranteed by Prides under the Guarantee and (ii) a
monthly credit support fee equal to 0.4167% of the maximum amount
of Company indebtedness guaranteed by Prides under the Guarantee.
The Company's obligations under the Letter Agreement will
terminate upon expiration or termination of the Guarantee.

                           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 also reported a net loss of $2.73 million on
$17.42 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $42.01 million on
$16.46 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.96 million in total assets, $4.27 million in total liabilities,
and a $314,000 total stockholders' deficit.

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.


ELEPHANT & CASTLE: Wants to Employ Verdolino & Lowey as Accountant
------------------------------------------------------------------
Massachusetts Elephant & Castle Group, Inc., asks the Court for
entry of an order authorizing the employment of Verdolino & Lowey,
P.C., to provide tax, accounting and other services necessary for
the winding down of the Debtors' businesses.

Due to the closing of the sale of the assets of the Debtors other
than Repechage Investments Limited (RIL), the focus of the
bankruptcy case of the Debtors has turned towards accomplishing
an efficient wind-down of the estate.  Currently, the non-RIL
Debtors are preparing a form of liquidating plan which they
anticipate filing to accomplish their exit from chapter 11.  As
a result, the non-RIL Debtors anticipate that the role of their
financial advisor Phoenix Management will diminish and that they
will no longer require the services of Wolf & Company.  Instead,
the non-RIL Debtors anticipate the benefits of hiring Verdolino &
Lowey as the plan currently being drafted contemplates that firm's
ultimate involvement in winding up the estates and the non-RIL
Debtors would benefit from accelerating that involvement so that
necessary tasks can be accomplished efficiently and effectively.

The professional services which Verdolino & Lowey will render
include, but are not limited to, the following:

     a) reconciling the non-RIL Debtors' various cash accounts;

     b) closing the non-RIL Debtors' monthly books;

     c) working with and reporting to the non-RIL Debtors'
        counsel;

     d) preparing the monthly operating reports required by the
        Office of the United States Trustee;

     e) recording and paying vendors and other bills;

     f) causing all meals, payroll, income and other tax returns
        to be filed and paid;

     g) preparing monthly and YTD balance sheets and profit and
        loss statements;

     h) reconciling proofs of claim filed against the non-RIL
        Debtors;

     i) providing any remaining tax services that are necessary;

     j) assisting to terminate the non-RIL Debtors' existing
        401(k) plan;

     k) acting as Escrow Agent as successor to PMCM 2, LLC, an
        affiliate of Phoenix Management; and

     l) any and all other duties required by the Debtors, the
        Committee, U.S. Trustee and/or by the Court.

Verdolino & Lowey's rate for work of this nature currently ranges
from $80 to $405.  These hourly rates are subject to periodic
adjustments to reflect economic and other conditions.

Verdolino & Lowey submits that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  Repechage Investments'
estimated assets and debts at $10 million to $50 million.  Other
Debtors' estimated assets and debts at $0 to $10 million.

Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor.  Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.
Phoenix Management serves as the Company's Chief Restructuring
Advisor.

FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors.  Goulston & Storrs, P.C., is the
Committee's counsel.


ENER1 INC: Has Final OK to Obtain $20MM DIP Facility From Bzinfin
-----------------------------------------------------------------
On Feb. 16, 2012, the U.S. Bankruptcy Court for the Southern
District of New York granted Ener1, Inc. final authorization to
obtain up to $20 million in Debtor-in-Possession Revolving Loan
Facility from Bzinfin S.A.  As a result of the Bankruptcy Court's
related Order, the entire $20 million of the DIP Facility is
available to the Company, subject to the terms and conditions of
the DIP Facility and the order of the Bankruptcy Court.  As of
Feb. 17, 2012, the Company has borrowed approximately $13 million
under the DIP Facility.

Bzinfin S.A., as lender and agent, has agreed to provide a
revolving facility not to exceed $20 million, pursuant to the
terms of the DIP Loan Agreement dated Jan. 27, 2012.

Borrowings under the DIP Loan Agreement bear interest at LIBOR
plus 7% per annum and mature 90 days after the Petition Date,
except that borrowings may be required to be repaid earlier in the
case of an event of default under the DIP Loan Agreement.

A portion of the borrowings under the DIP loan will be used to
repay the $6.5 million outstanding under the Bridge Loan Agreement
dated as of Nov. 16, 2011.

In addition to being a lender under the Bridge Loan Agreement,
Bzinfin is an affiliate of the Company by virtue of being the
beneficial owner, directly and indirectly through its wholly-owned
subsidiary, Ener1 Group, Inc., of approximately 41% of the
Company's outstanding common stock as of Sept. 14, 2011.
Bzinfin is also the lender under a Line of Credit Agreement with
the Company, under which $11.4 million in aggregate principal
amount and accrued and unpaid interest was outstanding as of
Sept. 12, 2011.

Bzinfin is controlled by Boris Zingarevich, who is a director of
Ener1.

                           About Ener1

Ener1 Inc. (OTC: HEVV) -- http://www.ener1.com/-- is a New York-
based developer of compact, lithium-ion-powered energy storage
solutions for applications in the electric utility, transportation
and industrial electronics markets.  It has three business lines:
EnerDel, an 80.5% owned subsidiary, which is 19.5% owned by
Delphi, develops Li-ion batteries, battery packs and components
such as Li-ion battery electrodes and lithium electronic
controllers for lithium battery packs; EnerFuel develops fuel cell
products and services; and NanoEner develops technologies,
materials and equipment for nano-manufacturing.

Ener1, which received a $118 million U.S. Energy Department grant
to make electric-car batteries, filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Case No. 12-10299) on Jan. 26, 2012, to implement
a prepackaged plan of reorganization.  The Plan has been
unanimously accepted by all of Ener1's impaired creditors.

Under its restructuring, the Debtor will reduce funded debt from
$91 million to $46 million, under a plan where debt holders will
receive newly issued debt and equity.  The plan provides for a
restructuring of the Company's long-term debt and the infusion of
up to $81 million of equity funding.   Of the $81 million, $50
million will be provided periodically by Bzinfin S.A. over a
period of 24 months following the effective date of the plan.
Bzinfin and other parties will invest their pro rata share of up
to $31 million through the purchase of preferred stock from time
to time through 2013 to 2015.

The claims of Ener1's general unsecured creditors will be
unimpaired and paid by the Company under the restructuring plan.
All of the Company's existing common stock will be cancelled, the
long-term debt holders will be receiving a combination of cash, a
new term loan and new common stock in exchange for their claims,
and new preferred stock will be issued to the provider of the
post-petition and exit funding.  Suppliers to the Company will be
paid under normal terms for goods and services provided after the
Chapter 11 filing date.

Ener1 will seek approval of the prepackaged reorganization plan at
Feb. 27 confirmation hearing.

Judge Martin Glenn oversees the case.  Reed Smith LLP is Ener1's
legal adviser and its financial adviser is Houlihan Lokey Capital
Inc.  The Garden City Group serves as its claims and noticing
agent.  In its petition, Ener1 estimated $73,900,000 in assets and
$90,538,529 in liabilities.  The petition was signed by Alex
Sorokin, interim chief executive officer.

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.


ENERGY CONVERSION: March 14 Hearing on Cash Collateral Use
----------------------------------------------------------
Energy Conversion Devices, Inc., and United Solar Ovonic LLC will
return to the Bankruptcy Court March 14, 2012 at 12:00 noon for a
final hearing on their request to use cash collateral.

In order to avoid immediate and irreparable harm, USO on Feb. 17
won interim authority to use cash collateral of ECD up to a
maximum of $4,000,000, through the date of the final hearing on
the Motion.  ECD is granted a replacement lien on USO's
postpetition cash, negotiable instruments, documents of title,
securities, deposit accounts or other cash equivalents and related
proceeds equal in priority and validity to ECD's prepetition lien
on USO's cash collateral.

To avoid immediate and irreparable harm, ECD may make advances to
USO of up to $636,000 through the date of the Final Hearing.  ECD
is authorized to fund USO postpetition on an administrative
expense basis, with a priority under 11 U.S.C. Sec. 503(b)(1).

The Interim Cash Collateral Order also provides that USO may
advance up to $110,000 to its foreign subsidiaries through the
date of the Final Hearing.  USO has foreign subsidiaries in
Canada, Mexico, Italy, Germany, France and Spain for which it
provides some funding and for which the subsidiaries maintain
foreign bank accounts.

ECD has said it is aware that there might be disputes between the
ECD estate and the USO estate on interdebtor issues, such as the
proper characterization of ECD's advances to USO, whether ECD's
claim against USO should be equitably subordinated, whether there
should be substantive consolidation of the Debtors' estates and
potentially other issues.

ECD has advanced roughly $800 million to USO since 2003.  At
present, ECD and USO reflect that these advances were loans from
ECD to USO, and debts owed by USO to ECD.  At other times, these
advances from ECD to USO have been treated on the Debtors' books
as capital contributions from ECD to USO. Since ECD and USO have
historically published consolidated financial statements, the
separate accounting for the transaction is not reflected in
historical published financial statements.  The roughly $800
million obligation consists of between $300 million to $400
million advanced to fund capital expenditures, between $300 to
$400 million advanced to fund losses at USO and between $60
million to $70 million in accrued interest.

As of Dec. 19, 2011, ECD and USO entered into a $5,000,000 secured
Line of Credit Agreement to be used to fund USO's working capital
requirements.  The obligations under the Line of Credit Agreement
are secured by a security interest in certain of USO's working
capital assets, including without limitation, accounts, inventory
and other receivables.  As of the Petition Date, the outstanding
balance under the Line of Credit Agreement is the full limit under
the line of credit, $5,000,000.  ECD consented to USO's use of
cash collateral without validation of its lien or priority.

ECD has said any dispute will be resolved by a consensual plan of
reorganization.

                  About Energy Conversion Devices

Energy Conversion Devices, Inc., and United Solar Ovonic LLC filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case Nos. 12-43166
and 12-_____) on Feb. 14, 2012.  Judge Thomas J. Tucker presides
over the case.  Honigman Miller Schwartz and Cohn LLP serves as
the Debtors' counsel.  Covington & Burling serves as special
counsel.  Kurtzman Carson Consultants serves as claims and
noticing agent.  The petition was signed by William Christopher
Andrews, chief financial officer and executive vice president.

ECD and USO consider themselves leaders in material science and
renewable energy technologies, with a proven track record of
successfully commercializing their technology innovations.  ECD is
a publicly traded company listed on the NASDAQ Global Select
Market under the ticker symbol "ENER."  ECD is primarily a holding
company that operates, through its subsidiaries, businesses
involving: (i) the manufacture and sale of flexible, lightweight
thin-film photovoltaic products through its wholly owned
subsidiary USO; and (ii) the installation and servicing of PV
systems through its wholly owned subsidiary Solar Integrated
Technologies, Inc.  SIT has initiated a chapter 7 proceeding
(Bankr. E.D. Mich. Case No. 12-_____) that is not jointly
administered with ECD and USO's Chapter 11 cases.

A multitude of industry, market and Debtors-specific factors
converged to force the Debtors to initiate the Chapter 11 cases,
including (i) explosive growth in manufacturing capacity of
competing solar products around the world, particularly low-cost
commodity PV products, which has caused a precipitous decline in
PV product pricing; (ii) substantial disruptions in key European
markets due to abrupt reductions in solar incentives, which have
eroded underlying PV system economics; (iii) contraction of
available credit for the Debtors' customers for financing PV
projects; (iv) the Debtors' overleveraged balance sheet driven
principally by ECD's unsecured notes due in June 2013, which are
impairing the Debtors' financial flexibility and going-concern
credibility; (v) legacy costs that were incurred under industry
conditions that have changed dramatically and are now unnecessary
and burdensome to the business, and (vi) uncertain financing to
invest in technology and product improvements that are critical to
retaining and expanding the Debtors' competitiveness.

The Debtors initiated the Chapter 11 Cases to maximize value for
its creditors by attracting new capital through a sale of all or
substantially all of the assets of USO and ECD's other assets.


ENERGY CONVERSION: Taps Honigman Miller as Bankruptcy Counsel
-------------------------------------------------------------
Energy Conversion Devices, Inc., and United Solar Ovonic LLC seek
Bankruptcy Court authority to employ Honigman Miller Schwartz and
Cohn LLP as their general bankruptcy counsel in connection with
their Chapter 11 cases.

Honigman has represented ECD and USO on a variety of corporate and
other matters for more than 10 years.  The Debtors believe
Honigman is able to represent them in their Chapter 11 cases in a
most efficient and timely manner.

ECD is aware that there might be disputes between the ECD estate
and the USO estate on interdebtor issues, such as the proper
characterization of ECD's advances to USO, whether ECD's claim
against USO should be equitably subordinated, whether there should
be substantive consolidation of the Debtors' estates and
potentially other issues.

ECD has advanced roughly $800 million to USO since 2003.  As of
Dec. 19, 2011, ECD and USO also entered into a $5,000,000 secured
Line of Credit Agreement to be used to fund USO's working capital
requirements.  The obligations under the Line of Credit Agreement
are secured by a security interest in certain of USO's working
capital assets, including without limitation, accounts, inventory
and other receivables.  As of the Petition Date, the outstanding

ECD said any dispute will be resolved by a consensual
reorganization plan.

Aware of the potential for disputes on these issues, ECD and
Honigman have agreed that, if there are actual disputes among the
Debtors' estates regarding the proper characterization of the
advances from ECD to USO or other issues, Honigman will not
represent any of the Debtors in such disputes.  Instead, special
counsel or the unsecured creditors committees of each estate will
handle such disputes.  With agreement of the parties and the
Court, Honigman could serve as a resource by producing
documentation and attempting to facilitate consensual resolutions
of the disputes.

Judy B. Calton, Esq., a partner at Honigman, attests that neither
Honigman, nor any of its partner or associate, has any connection
with the Debtors, their creditors, any party in interest, their
attorneys or accountants, the United States Trustee or the
employees of the Unites States Trustee.  She may be reached at:

          Judy B. Calton, Esq.,
          HONIGMAN MILLER SCHWARTZ AND COHN LLP
          2290 First National Building
          660 Woodward Avenue
          Detroit, MI 48226
          Tel: 313-465-7344
          E-mail: jcalton@honigman.com

An affidavit filed by Honigman with the Court indicates that:

     -- the Debtors' known bondholders and indenture trustee
        include (a) Angelo, Gordon; (b) Wolverine Asset
        Management; and (c) Bank of New York Mellon Trust Co.;
        And

     -- Plante & Moran PLLC is serving as financial advisors to
        the Debtors.  Deloitte Tax LLP provides tax services to
        the Debtors.  Alix Partners is serving as financial
        advisors to the Debtor.

Honigman's current standard hourly rates are $210 to $770 for
partners, $210 to $300 for associates, and $135 to $245 for legal
assistants.  The professionals at Honigman who are expected to
work on the representation of the Debtors and their standard
hourly rates include:

          Robert B. Weiss (partner)            $650
          Donald J. Kunz (partner)             $565
          Judy B. Calton (partner)             $560
          Gregory R. Schermerhorn (partner)    $400
          Aaron M. Silver (partner)            $375
          Daniel N. Adams (associate)          $290
          Amy Floraday (associate)             $225
          Kelsey Switzer (associate)           $225
          LeeAnn Provenzano (legal assistant)  $200

On Oct. 19, 2011, Honigman received a $200,000 retainer to cover
fees and expenses after that date, but received payment of its
ongoing fees and expenses to a certain extent after that date
while continuing to hold the retainer.  As a result, Honigman
holds a retainer of $38,836.13 for services to be rendered in the
Debtors' Chapter 11 cases and as an advance against expenses
incurred.  Any other payments Honigman received in the 90 days
before the Petition Date were in the ordinary course of business.

                  About Energy Conversion Devices

Energy Conversion Devices, Inc., and United Solar Ovonic LLC filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case Nos. 12-43166
and 12-_____) on Feb. 14, 2012.  Judge Thomas J. Tucker presides
over the case.  Covington & Burling serves as special counsel.
Kurtzman Carson Consultants serves as claims and noticing agent.
The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

ECD and USO consider themselves leaders in material science and
renewable energy technologies, with a proven track record of
successfully commercializing their technology innovations.  ECD is
a publicly traded company listed on the NASDAQ Global Select
Market under the ticker symbol "ENER."  ECD is primarily a holding
company that operates, through its subsidiaries, businesses
involving: (i) the manufacture and sale of flexible, lightweight
thin-film photovoltaic products through its wholly owned
subsidiary USO; and (ii) the installation and servicing of PV
systems through its wholly owned subsidiary Solar Integrated
Technologies, Inc.  SIT has initiated a chapter 7 proceeding
(Bankr. E.D. Mich. Case No. 12-_____) that is not jointly
administered with ECD and USO's Chapter 11 cases.

A multitude of industry, market and Debtors-specific factors
converged to force the Debtors to initiate the Chapter 11 cases,
including (i) explosive growth in manufacturing capacity of
competing solar products around the world, particularly low-cost
commodity PV products, which has caused a precipitous decline in
PV product pricing; (ii) substantial disruptions in key European
markets due to abrupt reductions in solar incentives, which have
eroded underlying PV system economics; (iii) contraction of
available credit for the Debtors' customers for financing PV
projects; (iv) the Debtors' overleveraged balance sheet driven
principally by ECD's unsecured notes due in June 2013, which are
impairing the Debtors' financial flexibility and going-concern
credibility; (v) legacy costs that were incurred under industry
conditions that have changed dramatically and are now unnecessary
and burdensome to the business, and (vi) uncertain financing to
invest in technology and product improvements that are critical to
retaining and expanding the Debtors' competitiveness.

The Debtors initiated the Chapter 11 Cases to maximize value for
its creditors by attracting new capital through a sale of all or
substantially all of the assets of USO and ECD's other assets.


ENERGY CONVERSION: Covington & Burling Tapped as Special Counsel
----------------------------------------------------------------
Energy Conversion Devices, Inc., and United Solar Ovonic LLC seek
authority from the Bankruptcy Court to employ Covington & Burling
LLP as special counsel.

Covington has represented the Debtors since 2007 in a wide
spectrum of matters.  Since 2007, Covington has maintained a
dedicated core group of attorneys that have worked closely with
the Debtors, each other, and the Debtors' other attorneys and
professionals, to provide coordinated, non-duplicative legal
services for all assigned matters.  Covington has served as
counsel to the Debtors on many significant corporate transactions
and has advised the Debtors with respect to a variety of matters,
including: (a) financing transactions and securities offerings;
(b) mergers and acquisitions and divestiture transactions; (c)
securities law disclosure and other compliance matters; (d) tax
advice; (e) corporate governance matters; (f) employee benefits
and executive compensation matters; (g) intellectual property
matters; (h) regulatory advice; and (i) restructuring planning.

The Debtors will employ Covington to, among others: (i) assist in
the potential disposition of assets and other complex commercial
transactions; and (ii) provide legal advice regarding securities
law compliance, corporate governance, tax, employee benefits,
intellectual property and regulatory compliance.

ECD is aware that there might be disputes between the ECD estate
and the USO estate on interdebtor issues, such as the proper
characterization of ECD's advances to USO, whether ECD's claim
against USO should be equitably subordinated, whether there should
be substantive consolidation of the Debtors' estates and
potentially other issues.

ECD has advanced roughly $800 million to USO since 2003.  As of
Dec. 19, 2011, ECD and USO also entered into a $5,000,000 secured
Line of Credit Agreement to be used to fund USO's working capital
requirements.  The obligations under the Line of Credit Agreement
are secured by a security interest in certain of USO's working
capital assets, including without limitation, accounts, inventory
and other receivables.  As of the Petition Date, the outstanding

ECD said any dispute will be resolved by a consensual
reorganization plan.

Aware of the potential for disputes on these issues, ECD and
Honigman Miller Schwartz and Cohn LLP, its general bankruptcy
counsel, have agreed that, if there are actual disputes among the
Debtors' estates regarding the proper characterization of the
advances from ECD to USO or other issues, Honigman will not
represent any of the Debtors in such disputes.  Instead, special
counsel or the unsecured creditors' committees of each estate will
handle such disputes.

Covington has stated its desire and willingness to act in this
case and render the necessary professional services as attorneys
for the Debtors.

W. Andrew Jack, Esq., a partner at Covington, attests that his
firm neither holds nor represents interests adverse to the Debtors
with respect to the matters for which it will be retained.  Mr.
Jack may be reached at:

          W. Andrew Jack, Esq.
          COVINGTON & BURLING LLP
          1201 Pennsylvania Avenue, NW
          Washington, DC 20004-2401
          Tel: 202-662-5232
          E-mail: ajack@cov.com

The current hourly rates charged by Covington for its services to
be provided on an hourly basis, are:

          Partners                $600 to $965 per hour
          Counsel                 $600 to $965 per hour
          Associates              $280 to $595 per hour
          Paraprofessionals       $200 to $360 per hour

On Oct. 19, 2011, Covington received a retainer of $100,000 as a
prepayment for services to be rendered or expenses to be incurred.
Covington received payment of its ongoing post-retainer
prepetition fees and expenses while continuing to hold the
retainer.  As a result, Covington holds a retainer of $100,000 for
services to be rendered in the Debtors' chapter 11 cases and as an
advance against expenses incurred.

                  About Energy Conversion Devices

Energy Conversion Devices, Inc., and United Solar Ovonic LLC filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case Nos. 12-43166
and 12-_____) on Feb. 14, 2012.  Judge Thomas J. Tucker presides
over the case.  Honigman Miller Schwartz and Cohn LLP serves as
the Debtors' counsel.  Kurtzman Carson Consultants serves as
claims and noticing agent.  The petition was signed by William
Christopher Andrews, chief financial officer and executive vice
president.

ECD and USO consider themselves leaders in material science and
renewable energy technologies, with a proven track record of
successfully commercializing their technology innovations.  ECD is
a publicly traded company listed on the NASDAQ Global Select
Market under the ticker symbol "ENER."  ECD is primarily a holding
company that operates, through its subsidiaries, businesses
involving: (i) the manufacture and sale of flexible, lightweight
thin-film photovoltaic products through its wholly owned
subsidiary USO; and (ii) the installation and servicing of PV
systems through its wholly owned subsidiary Solar Integrated
Technologies, Inc.  SIT has initiated a chapter 7 proceeding
(Bankr. E.D. Mich. Case No. 12-_____) that is not jointly
administered with ECD and USO's Chapter 11 cases.

A multitude of industry, market and Debtors-specific factors
converged to force the Debtors to initiate the Chapter 11 cases,
including (i) explosive growth in manufacturing capacity of
competing solar products around the world, particularly low-cost
commodity PV products, which has caused a precipitous decline in
PV product pricing; (ii) substantial disruptions in key European
markets due to abrupt reductions in solar incentives, which have
eroded underlying PV system economics; (iii) contraction of
available credit for the Debtors' customers for financing PV
projects; (iv) the Debtors' overleveraged balance sheet driven
principally by ECD's unsecured notes due in June 2013, which are
impairing the Debtors' financial flexibility and going-concern
credibility; (v) legacy costs that were incurred under industry
conditions that have changed dramatically and are now unnecessary
and burdensome to the business, and (vi) uncertain financing to
invest in technology and product improvements that are critical to
retaining and expanding the Debtors' competitiveness.

The Debtors initiated the Chapter 11 Cases to maximize value for
its creditors by attracting new capital through a sale of all or
substantially all of the assets of USO and ECD's other assets.


ENERGY CONVERSION: Hires Kurtzman Carson as Claims Agent
--------------------------------------------------------
Energy Conversion Devices, Inc., and United Solar Ovonic LLC have
identified hundreds of entities or persons to which notice must be
given for various purposes, making utilization of an outside
claims and noticing agent appropriate in their cases.  Noticing
and receiving, docketing and maintaining proofs of claim would
impose heavy administrative and other burdens upon the Court and
the Office of the Clerk of the United States Bankruptcy Court for
the Eastern District of Michigan.  Preparing and serving the
notices on all such creditors and parties in interest and
docketing and maintaining the large number of proofs of claim that
may be filed in the cases would strain the resources of the
Clerk's Office.

In this regard, the Debtors seek Court authority to employ
Kurtzman Carson Consultants LLC as Claims, Noticing and Balloting
Agent.  The Debtors said that if KCC is not engaged, then they may
have to divert substantial manpower to, or employ other
professionals to, among other tasks, manage the claims process and
implement the plan solicitation process.

Under the parties' engagement agreement, KCC is to receive a
$40,000 retainer.

Albert Kass, Vice President of Corporate Restructuring Services of
KCC, attests that the officers and employees of KCC (a) do not
have any material adverse connection with the Debtors, the
Debtors' creditors or any other party in interest or their
attorneys and accountants, the United States Trustee or any person
employed in the office of the United States Trustee; and (b) do
not hold or represent an interest materially adverse to the
Debtors' estates.  Moreover, KCC is a "disinterested person" as
that term is defined in section 101(14) of the Bankruptcy Code, as
modified by section 1107(b) of the Bankruptcy Code.

                  About Energy Conversion Devices

Energy Conversion Devices, Inc., and United Solar Ovonic LLC filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case Nos. 12-43166
and 12-_____) on Feb. 14, 2012.  Judge Thomas J. Tucker presides
over the case.  Honigman Miller Schwartz and Cohn LLP serves as
the Debtors' counsel.  Covington & Burling serves as special
counsel.  The petition was signed by William Christopher Andrews,
chief financial officer and executive vice president.

ECD and USO consider themselves leaders in material science and
renewable energy technologies, with a proven track record of
successfully commercializing their technology innovations.  ECD is
a publicly traded company listed on the NASDAQ Global Select
Market under the ticker symbol "ENER."  ECD is primarily a holding
company that operates, through its subsidiaries, businesses
involving: (i) the manufacture and sale of flexible, lightweight
thin-film photovoltaic products through its wholly owned
subsidiary USO; and (ii) the installation and servicing of PV
systems through its wholly owned subsidiary Solar Integrated
Technologies, Inc.  SIT has initiated a chapter 7 proceeding
(Bankr. E.D. Mich. Case No. 12-_____) that is not jointly
administered with ECD and USO's Chapter 11 cases.

A multitude of industry, market and Debtors-specific factors
converged to force the Debtors to initiate the Chapter 11 cases,
including (i) explosive growth in manufacturing capacity of
competing solar products around the world, particularly low-cost
commodity PV products, which has caused a precipitous decline in
PV product pricing; (ii) substantial disruptions in key European
markets due to abrupt reductions in solar incentives, which have
eroded underlying PV system economics; (iii) contraction of
available credit for the Debtors' customers for financing PV
projects; (iv) the Debtors' overleveraged balance sheet driven
principally by ECD's unsecured notes due in June 2013, which are
impairing the Debtors' financial flexibility and going-concern
credibility; (v) legacy costs that were incurred under industry
conditions that have changed dramatically and are now unnecessary
and burdensome to the business, and (vi) uncertain financing to
invest in technology and product improvements that are critical to
retaining and expanding the Debtors' competitiveness.

The Debtors initiated the Chapter 11 Cases to maximize value for
its creditors by attracting new capital through a sale of all or
substantially all of the assets of USO and ECD's other assets.


ENERGY CONVERSION: Wants Schedules Filing Deadline Extended
-----------------------------------------------------------
Energy Conversion Devices, Inc., and United Solar Ovonic LLC ask
the Bankruptcy Court for more time to file their (a) schedules of
assets and liabilities, current income and  expenditures, and
executory contracts and unexpired leases; (b) statement of
financial affairs; and (c) list of equity security holders.

Pursuant to Bankruptcy Rule 1007(b) and (c), a chapter 11 debtor
is required to file with the court its Schedules and Statements
within 14 days after the Petition Date.  The Debtors want that
deadline extended through March 15, 2012, without prejudice to
their right to seek further extensions if necessary.

The Debtors said they have roughly 4,983 potential creditors,
including current and former employees.  Further, the conduct and
operation of the Debtors? business operations require the Debtors
to maintain voluminous books and records and complex accounting
systems.

                  About Energy Conversion Devices

Energy Conversion Devices, Inc., and United Solar Ovonic LLC filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case Nos. 12-43166
and 12-_____) on Feb. 14, 2012.  Judge Thomas J. Tucker presides
over the case.  Honigman Miller Schwartz and Cohn LLP serves as
the Debtors' counsel.  Covington & Burling serves as special
counsel.  Kurtzman Carson Consultants serves as claims and
noticing agent.  The petition was signed by William Christopher
Andrews, chief financial officer and executive vice president.

ECD and USO consider themselves leaders in material science and
renewable energy technologies, with a proven track record of
successfully commercializing their technology innovations.  ECD is
a publicly traded company listed on the NASDAQ Global Select
Market under the ticker symbol "ENER."  ECD is primarily a holding
company that operates, through its subsidiaries, businesses
involving: (i) the manufacture and sale of flexible, lightweight
thin-film photovoltaic products through its wholly owned
subsidiary USO; and (ii) the installation and servicing of PV
systems through its wholly owned subsidiary Solar Integrated
Technologies, Inc.  SIT has initiated a chapter 7 proceeding
(Bankr. E.D. Mich. Case No. 12-_____) that is not jointly
administered with ECD and USO's Chapter 11 cases.

A multitude of industry, market and Debtors-specific factors
converged to force the Debtors to initiate the Chapter 11 cases,
including (i) explosive growth in manufacturing capacity of
competing solar products around the world, particularly low-cost
commodity PV products, which has caused a precipitous decline in
PV product pricing; (ii) substantial disruptions in key European
markets due to abrupt reductions in solar incentives, which have
eroded underlying PV system economics; (iii) contraction of
available credit for the Debtors' customers for financing PV
projects; (iv) the Debtors' overleveraged balance sheet driven
principally by ECD's unsecured notes due in June 2013, which are
impairing the Debtors' financial flexibility and going-concern
credibility; (v) legacy costs that were incurred under industry
conditions that have changed dramatically and are now unnecessary
and burdensome to the business, and (vi) uncertain financing to
invest in technology and product improvements that are critical to
retaining and expanding the Debtors' competitiveness.

The Debtors initiated the Chapter 11 Cases to maximize value for
its creditors by attracting new capital through a sale of all or
substantially all of the assets of USO and ECD's other assets.


ENERGY CONVERSION: Will Not File Form 10-Q for Dec. 31 Quarter
--------------------------------------------------------------
As reported in the TCR on Feb. 15, 2012, Energy Conversion
Devices, Inc., voluntarily filed a petition for relief under the
provisions of Chapter 11 of Title 11 of the United States
Bankruptcy Code.  The Company has devoted its limited available
financial and accounting resources to prepare for the bankruptcy
filing and the related sale process of its majority owned
subsidiary, Ovonic Battery Company, Inc.

As a result of these efforts, as well as the Company's efforts to
preserve cash, the Company has not been able to close its books
and records, finalize its operating results and prepare its
financial statements for the quarter ended Dec. 31, 2011.  For
these reasons, the Company will not file its Report on Form 10-Q
for the quarter ended Dec. 31, 2011.  The Company intends to make
such disclosures as are required in the bankruptcy process.

          Anticipated Revenues for Fiscal Second Quarter

For the quarter ended Dec. 31, 2011, the Company generated
consolidated revenues of approximately $20 million and shipped
approximately 11 megawatts.  The Company continued to operate at
unsustainable levels, resulting in substantial losses and a
continued decline in cash balances.  With the proceeds from the
OBC Transaction (which closed after quarter end), ECD presently
has approximately $145 million in unrestricted cash and short-term
investments.  The Company has determined that its current
financial position is insufficient to sustain the current
operating environment and make the necessary investments for the
future of the business, without restructuring through the
bankruptcy process.  However, current cash is anticipated to be
sufficient for expected operations during the Chapter 11
proceeding, and therefore the Company is not expected to require
third-party debtor-in-possession financing.

                   Fiscal First Quarter Results

The Company reported a net loss of $56.1 million on $22.0 million
of revenues for the first quarter ended Sept. 30, 2011, compared
with a net loss of $13.5 million on $65.3 million of revenues for
the same period ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$318.4 million in total assets, $349.0 million in total
liabilities, and a stockholders' deficit of $30.6 million

                 About Energy Conversion Devices

Energy Conversion Devices -- http://energyconversiondevices.com/-
-  has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor Listed assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169.


ENERGY CONVERSION: Will Not Appeal Delisting Notice from Nasdaq
---------------------------------------------------------------
On Feb. 15, 2012, Energy Conversion Devices, Inc., received a
deficiency letter from The NASDAQ Stock Market notifying the
Company that in accordance with Listing Rules 5101, 5110(b), and
IM-5101-1, the staff of the NASDAQ has determined that the
Company's securities will be delisted from The Nasdaq Stock
Market.

The NASDAQ staff reached its decision under Nasdaq Listing Rules
5101, 5110(b), and IM-5101-1 following the Company's announcement
that the Company and its wholly owned operating subsidiary United
Solar Ovonic LLC voluntarily filed petitions for relief under the
provisions of Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of Michigan.

Given this continued listing requirement, the early status of the
Chapter 11 Cases and the demands the Chapter 11 Cases have posed
on the Company's resources, the Company does not plan to appeal
the Staff's determination to delist the Company's common stock.
Accordingly, trading of the Company's common stock will be
suspended at the opening of business on Feb. 24, 2012, and a Form
25-NSE will be filed with the Securities and Exchange Commission,
which will remove the Company's securities from listing and
registration on The Nasdaq Stock Market.

After the Company's common stock is delisted by NASDAQ, it may
trade on the OTC Bulletin Board (?OTC BB?) or the Pink OTC Markets
Inc. (the ?Pink Sheets?), but only if a market maker applies to
quote the Company's common stock.

                 About Energy Conversion Devices

Energy Conversion Devices -- http://energyconversiondevices.com/-
-  has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor Listed assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169.


ENERGY FUTURE: Incurs $1.9 Billion Net Loss in 2011
---------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $1.91 billion on $7.04 billion of operating revenues
for the year ended Dec. 31, 2011, compared with a net loss of
$2.81 billion on $8.23 billion of operating revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities and a
$7.75 billion total deficit.

"Our company delivered a solid year of operational and financial
performance in 2011, while dealing with severe winter and summer
weather," said John Young, CEO, EFH.  "We had solid performance
from our generation fleet, improved customer care in retail
markets, and made significant progress in improving our balance
sheet.  Providing safe and reliable power to customers in a
growing Texas will remain our focus in 2012."

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

                        http://is.gd/cFqLtT

                        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.

                           *     *     *

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.


EPIC ENERGY: Whitebox Advisors Owns 35% of Epic Capital Common
--------------------------------------------------------------
Whitebox Advisors, LLC, disclose that as of Dec. 31, 2011, it,
acting as an investment adviser to its client, is deemed to
beneficially own 28,952,442 shares representing 35% of Epic
Capital Group Inc.'s Common stock.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/ufGzdk

                        About Epic Energy

The Woodlands, Texas-based Epic Energy Resources, Inc. (OTC BB:
EPCC) -- http://www.1Epic.com/-- is an integrated energy services
company.  Epic provides business and operations consulting;
engineering, procurement, and construction management; production
operations & maintenance; specialized training, operating manuals,
data management and data integration focused primarily on the
upstream, midstream and downstream energy infrastructure.

The Company filed for Chapter 11 relief (Bankr. D. Colo. Case No.
11-15521) on March 18, 2011.  Judge Michael E. Romero presides
over the case.  Kathryn Guild Foley, Esq., and Lee M. Kutner,
Esq., at Kutner Miller Brinen, P.C., represent the Debtor as
counsel.  When it filed for bankruptcy the Debtor listed
$1,000,000 to $10,000,000 in assets and debts.

Affiliate Epic Integrated Services, Inc., filed a separate
petition for Chapter 11 (Bankr. D. Colo. Case No. 11-15523) on
March 18, 2011.


EVERGREEN ENERGY: Libra Advisors Owns 12.1% of Common Stock
-----------------------------------------------------------
Libra Advisors, LLC, et al., disclose that as of Dec. 31, 2011,
they may be deemed to beneficially own shares of Evergreen Energy
Inc.'s common stock:

                            No. of Shares     Percentage Ownership
                            -------------     --------------------
Libra Advisors, LLC           3,821,763              12.1%
Libra Associates, LLC         3,821,763              12.1%
Libra Fund, L.P.              3,401,442              10.9%
Libra Fund II S.a r.l.        2,251,407               7.5%
Libra Fund S.a r.l.           2,251,407               7.5%
Ranjan Tandon                 3,821,763              12.1%

The shares reported herein are held in the accounts of private
investment funds, including, Libra Fund, L.P. and Libra Fund II
(Luxembourg) S.a.r.l., the investments of which are managed by
Libra Advisors, LLC and/or Libra Associates, LLC, each of which
Ranjan Tandon is the managing member.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/WqQtyC

Denver, Colo.-based Evergreen Energy Inc.
-- http://www.evgenergy.com/-- offers environmental solutions for
energy production and generation industries, primarily through its
patented clean coal technology, K-Fuel(R).

On Jan. 23, 2012, Evergreen Energy, Inc., and nine of its
subsidiaries filed a voluntary petition for relief under Chapter 7
of the United States Bankruptcy Code (Bankr. D. Del. Case Nos. 12-
10289 to 12-10298).

Effective as of the date of the Bankruptcy Filing, a Chapter 7
trustee assumed control of the Company.  The assets of the Company
will be liquidated in accordance with the Code.


FILENE'S BASEMENT: Creditors Committee Taps Abacus as Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the bankruptcy
case of Filene's Basement, LLC, et al., to retain Abacus Advisors
Group LLC as its real estate and asset liquidation consultants
effective as of Dec. 8, 2011.

Abacus will, among other things:

  (a) monitor the conduct and results of store closing sales, and
      specifically, the expense budgets and actual expenses
      associated with selling the Debtors' inventory and
      furniture, fixtures, and equipment;

  (b) review all proposals that have been or will be received by
      the Debtors for the purchase of the Debtors' business or
      assets; and

  (c) assist in the negotiations with landlords, mortgagees and
      other relevant parties in the sale, assignment or
      termination of leases or owned properties.

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

The current hourly rates for Abacus are:

          Classification        Standard Hourly Rates
          --------------        ---------------------
          Managing Directors        $550 - $700
          Executive Managers        $400 - $500
          Associates                $300 - $375
          Clerical Staff            $150 - $250

Abacus will also be entitled to seek a value added fee of up to
10% of all incremental benefits to the Debtors' estates, or
incremental savings to the Debtors' estates, achieved through the
efforts of Abacus, that value added fee to be agreed to by the
Committee and Abacus.  That value added fee will be subject to
review and approval of the Court in accordance with the provisions
of Section 330 of the Bankruptcy Code.

Consistent with the firm's policy with respect to its other
clients, Abacus will continue to charge for reimbursement of
actual and necessary expenses incurred in rendering services to
the Committee.

                          About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

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


FILENE'S BASEMENT: Taps Cushman & Wakefield Real Estate Advisor
---------------------------------------------------------------
The Bankruptcy Court authorized Filene's Basement, LLC, et al., to
employ Cushman & Wakefield Securities, Inc., as real estate
financial advisor and Cushman & Wakefield, Inc., as exclusive real
estate broker with respect to Syms Corp.'s owned real property and
broker leased properties, nunc pro tunc to the Petition Date.

The Court overruled the objections raised by the Official
Committee of Unsecured Creditors and the Official Committee of
Syms Corp. Equity Security Holders.

The Debtors are authorized and directed to pay Cushman Broker all
Leasing and Subleasing Transaction Fees upon signing of the
particular lease or sublease or upon the closing of the lease
termination, as applicable, and to pay all Sale Transaction Fees
at closing directly from the proceeds of the applicable
Transaction.

Cushman Securities and Cushman Broker are not required to file
interim or final fee applications pursuant to Sections 330 and 331
of the Bankruptcy Code or keep time records in connection with
their services under the Engagement Letters.

The Debtors will be bound by the indemnification, contribution,
reimbursement, exculpation and other provisions of the Engagement
Letters and will indemnify and hold harmless Cushman and the other
parties entitled to indemnification in accordance with the
Engagement Letters during the pendency of the Chapter 11 cases.

                          About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

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


FILENE'S BASEMENT: Equity Committee Taps Houlihan as Advisor
------------------------------------------------------------
The Official Committee of Syms Corp. Equity Security Holders
of Filene's Basement, LLC, et al., seeks permission from the
Bankruptcy Court to retain Houlihan Lokey Capital, Inc., nunc pro
tunc to Jan. 30, 2012, as its financial advisor and investment
banker.

Under the terms of the Engagement Agreement, Houlihan Lokey will,
among other things:

   (a) analyze business plans and forecasts of the Debtors;

   (b) evaluate the assets and liabilities of the Debtors;

   (c) assess the financial issues and options concerning (i) the
       development or sale of all or any portion of the Debtors'
       assets, equity or other interests, either in whole or in
       part, and (ii) any Debtor- or Committee-sponsored chapter
       11 plans of reorganization or liquidation or any other
       chapter 11 plans;

   (d) analyze and review the financial and operating statements
       of the Debtors; and

   (e) assist in the determination of an appropriate capital
       structure for the Debtors.

Houlihan Lokey will be paid a nonrefundable monthly cash fee of
$100,000.  Houlihan Lokey will be paid $1 million upon
confirmation by the Bankruptcy Court of any Chapter 11 plan of
reorganization or liquidation or any sale of all or substantially
all of the assets of the Debtors.

Houlihan Lokey will be paid a fee equal to the sum of (a) 3% of
the Aggregate Equity Holder Recoveries, if any, greater than $125
million up to and including $175 million plus (b) 5% of the
Aggregate Equity Holder Recoveries greater than $175 million.  The
Incentive Fee will be earned and payable upon the earlier to occur
of (a) the date of receipt of any distributions by the Equity
Holders, and (b) the effective date of a Plan.

In addition, Houlihan Lokey will be reimbursed for its reasonable
out-of-pocket expenses incurred from time to time in connection
with its services under the Engagement Agreement.

The Engagement Letter provides that the Debtors will (i) indemnify
and hold harmless Houlihan Lokey and its affiliates, and their
respective past, present and future directors, officers,
shareholders, partners, members, employees, agents,
representatives, advisors, subcontractors and controlling persons
to the fullest extent lawful, from and against any and all losses,
claims, damages or liabilities except to the extent of any loss,
claim, damage or liability which is finally judicially determined
to have resulted from the willful misconduct, bad faith, fraud or
gross negligence.

To the best of the Equity Committee's knowledge, Houlihan Lokey is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

                          About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

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


FILENE'S BASEMENT: Can Employ Rothschild as Financial Advisor
-------------------------------------------------------------
The Bankruptcy Court authorized Filene's Basement, LLC, et al., to
employ Rothschild Inc. as their financial advisor and investment
banker.

Rothschild will be paid $150,000 in lieu of its monthly fees due
from the Petition Date through Jan. 31, 2012; provided that the
$150,000 currently held by Rothschild on the Debtors' account will
be applied to this payment.  Rothschild will be entitled to a
report fee of $250,000 payable upon delivery of an analysis of
potential plans of reorganization or liquidation, reasonably
satisfactory to the Debtors.

Rothschild's first Transaction Fee will be $1,200,000, payable
upon the effective date of a plan of reorganization or plan of
liquidation in these Chapter 11 cases.  Rothschild will be
entitled to a new capital fee equal to:

   (i) 1% of the face amount of any senior secured debt raised
       including, without limitation, any debtor-in-possession
       financing raised;

  (ii) 2% of the face amount of any junior secured debt raised;

(iii) 3% of the face amount of any senior or subordinated
       unsecured debt raised; and

  (iv) 5% of any equity capital, or capital convertible into
       equity, raised, payable upon the closing of the transaction
       by which the new capital is committed.

Rothschild is entitled to reimbursement by the Debtors for
reasonable expenses incurred.

The Debtors will indemnify and hold harmless Rothschild pursuant
to the Engagement Letter.

                          About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

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


FIRST DATA: Seeks to Amend Senior Credit Facilities
---------------------------------------------------
First Data Corporation intends to seek amendments to its senior
secured credit facilities to, among other things, (i) convert all
or a portion of the Company's existing term loans maturing
September 2014 under the Company's senior secured term loan
facility into new dollar- and euro-denominated extended tranches
of term loans, maturing March 2017, (ii) provide for certain
increases in the Company's ability to incur indebtedness pursuant
to the incremental facility option under its senior secured credit
facilities and (iii) effect certain other changes as provided for
in the definitive documentation for the amendments.

The effectiveness of the amendments is subject to certain
conditions, including, among other things, (w) the Company's
obtaining consent of (A) the lenders holding a majority of the
commitments and loans outstanding under the senior secured credit
facilities and (B) each lender holding 2014 Term Loans that agrees
to be subject to the Term Loan Extension and (y) within 90 days of
the date of the initial effectiveness of the amendment agreement,
the Company having issued senior secured notes in an amount to be
determined, the net cash proceeds of which will have been used to
prepay a portion of eligible 2017 Term Loans.

The Company expects that these amendments will provide it with
more flexibility to address its debt maturities and that the
amendments are an important step in enhancing its financial
flexibility and continued access to long-term funding.  Although
the Company believes that its plans, intentions and expectations
are reasonable, the Company cannot assure that it will achieve or
realize these plans, intentions or expectations.

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss of $336.10 million in 2011 and a
net loss of $846.90 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $40.27
billion in total assets, $36.80 billion in total liabilities and
$3.40 billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.

Standard & Poor's Ratings Services in December 2010 assigned its
'B-' issue rating with a '5' recovery rating to First Data Corp.'s
(B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due
2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due
2022, and $3 billion 12.625% unsecured cash-pay notes due 2021.
The '5' recovery rating indicates lenders can expect modest (10%-
30%) recovery in the event of payment default.  Under S&P's
default analysis, there is insufficient collateral to fully cover
First Data's first-lien debt.  As a result, the remaining value of
the company (generated by non-U.S. assets and not pledged) would
be shared pari passu among the uncovered portion of first-lien
debt, new second-lien debt, and new and existing unsecured debt.


FOREVER CONSTRUCTION: Plan Outline Hearing Continued to March 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until March 22, 2012, at 10:30 a.m., the combined
hearing to consider adequacy of Disclosure Statement and
Confirmation of the Plan of Reorganization, amended twice as of
Feb. 8, 2012.

The Plan provides for distributions to the holders of Allowed
Claims from funds realized from the continued operation of the
Debtor's business as well as from existing cash deposits.

Under the plan Classes 1, 2, 3, 4, will be paid principal and
interest on secured debt at non-default rate of interest, pursuant
to existing loan documentation, or as modified or renewed by
agreement.

Properties securing Classes 5, 6 and 7 claims will be surrendered
in full satisfaction of claim.

Class 9 Security Deposits will be paid in the ordinary course of
business.

The allowed general unsecured claims will share pro rata in
payments made on a quarterly basis over five years, without
interest.

Class 11 Shareholders will retain their ownership interest in
exchange for a new value contribution of $2,500.

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

  http://bankrupt.com/misc/FOREVER_CONSTRUCTION_ds_2ndamended.pdf

                    About Forever Construction

Waukegan, Illinois-based Forever Construction, Inc., is the owner
and operator of several multi-tenant residential properties
located in or near Waukegan, Illinois.  The Debtor filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on
July 27, 2010. Joel A. Schechter, Esq., assists the Debtor in its
restructuring effort.  The Debtor tapped Jon P. Morgan of InTerra
Realty as its real estate sales agent.  The Debtor estimated
assets and debts at $10 million to $50 million in its Chapter 11
petition.  No creditors committee has been appointed in the case.

The Debtor's Plan provides for distributions to the holders of
allowed claims from funds realized from the continued operation of
the Debtor's business as well as from existing cash deposits.


GAME TRADING: Todd Hayes Resigns as President and CEO
-----------------------------------------------------
On Feb. 7, 2012, Todd Hays resigned as President, Chief Executive
Officer and Director of Game Trading Technologies, Inc., and
Gamers Factory, Inc., effective Feb. 7, 2012.  There was no
disagreement or dispute between Mr. Hays and the companies which
led to his resignation.

On Feb. 8, 2012, the Companies filed their proposed plan of
reorganization and motion to establish bidding procedures for and
sale of substantially all of the companies' assets.  Pursuant to
the sale and bid procedures motion, the companies seek to sell,
subject to higher and better offers and bankruptcy Court approval,
substantially all of their assets to two stalking horse bidders,
DK Trading Partners, LLC, and Mantomi Sales, LLC, respectively.
Mantomi Sales, LLC, is 100% owned by Mr. Hays.  Pursuant to the
Mantomi Sales, LLC asset purchase agreement, (i) Mr. Hays was
required to resign as President and Chief Executive Officer of the
companies on or before the execution of the Mantomi APA; (ii) the
companies' Chief Restructuring Officer may employ Mr. Hays as an
independent consultant to the companies in matters unrelated to
the sale; and (iii) nothing in the Mantomi APA constitutes or will
be deemed a breach of the employment agreement between Mr. Hays
and the companies.

Game Trading Technologies Inc. fka City Language Exchange, Inc.
(OTC BB: GMTD) filed for Chapter 11 protection (Bankr. D. Md. Lead
Case No. 12-11519) on Jan. 30, 2012.  James Edward Van Horn, Jr.,
Esq., at McGuirewoods LLP, represents the Debtor.  When it filed
for bankruptcy, Game Trading listed $0 to $50,000 in assets and
$1,000,000 to $10 million in debts.  Affiliate Gamers Factory,
Inc., filed a separate petition for Chapter 11 relief (Bankr. D.
Md. Case No. 12-11522) on the same day.


GOLDEN TEMPLE: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Golden Temple Management, LLC
        950 International Way
        Springfield, OR 97477

Bankruptcy Case No.: 12-60536

Chapter 11 Petition Date: February 18, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Thomas M. Renn

Debtor's Counsel: John D. Albert, Esq.
                  ALBERT & TWEET, LLP
                  P.O. Box 968
                  Salem, OR 97308
                  Tel: (503) 585-2056
                  E-mail: darlene@albertandtweet.com

Scheduled Assets: $49,077,498

Scheduled Liabilities: $10,434,000

The petition was signed by Kartar Singh Khalsa, manager.

Debtor's List of Its 11 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hearthside Food Solutions, LLC     Claim to holdback    $9,800,000
1901 Butterfield Road, Suite 530   funds
Downers Grove, IL 60515

Perkins Coie                       Legal Services          $78,000
1120 NW Couch Street, 10th Floor
Portland, OR 97209

Harrang Long Gary Rudnick PC       Provision of Legal       $6,000
380 E. 10th Avenue, Suite 300      Services
Eugene, OR 97401

Avtar Hari Singh Khalsa            Claims                  Unknown

Guru Raj Kaur Khalsa               Claims                  Unknown

Guru Sangat Kaur Khalsa            Claims                  Unknown

Gurutej Singh Khalsa               Claims                  Unknown

Sardarni Guru Amrit Kaur Khalsa    Claims                  Unknown

Sikh Dharma International          Claims                  Unknown

Special Interest ? Trust           Potential Class of      Unknown
Beneficiaries                      Claimants

State of Oregon                    Claims                  Unknown


GENERAL MARITIME: Committee Objects to Oaktree Releases in Plan
---------------------------------------------------------------
General Maritime Corp. creditors' committee is opposing approval
of the disclosure statement explaining the Company's Chapter 11
plan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Creditors Committee claims that the company's
proposed reorganization plan is "patently unconfirmable."

The hearing to approve the explanatory disclosure statement is set
for Feb. 28.

The Company filed a proposed Chapter 11 plan on Jan. 31 to
implement an agreement reached prepetition with affiliates of
Oaktree Capital Management LP, the leader of a group of lenders on
three credits totaling more than $1 billion.  The Oaktree group is
to invest $175 million while converting secured debt to equity.
The Plan contemplates a $61.25 million rights offering where
holders of general unsecured claims will have the opportunity to
purchase up to 17.5% of the new equity of the reorganized Company.
A copy of the related Disclosure Statement is available for free
at http://is.gd/suIUVd

According to the Bloomberg report, the committee's principal
objection is to releases contained in the plan that would preclude
creditors from suing third parties, such as Oaktree.  The
committee says the claims aren't covered by the lenders' liens and
represent what may be unsecured creditors only hope for recovery.
The committee lays out an argument that bankruptcy law prohibits
giving releases to third parties under the circumstances.

                      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.

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.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.

GenMar filed a a proposed Chapter 11 plan on Jan. 31 to implement
an agreement worked out before the Nov. 17 bankruptcy filing with
affiliates of Oaktree Capital Management LP.  The Oaktree group,
lenders on three credits totaling more than $1 billion, are to
invest $175 million while converting secured debt to equity. In
addition, there is to be a $61.3 million rights offering where
creditors can purchase new stock.   The Company intends to seek
confirmation of the Plan by April 2012.


GREENMAN TECHNOLOGIES: Incurs $1.1-Mil. Net Loss in Dec. 31 Qtr.
----------------------------------------------------------------
GreenMan Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-Q reporting a net loss of
$1.14 million on $396,017 of net sales for the three months ended
Dec. 31, 2011, compared with a net loss of $1.48 million on
$360,202 of net sales for the same period during the prior year.

The Company reported a net loss of $5.02 million on $2.86 million
of net sales for the nine months ended June 30, 2011, compared
with a net loss of $4.45 million on $998,000 of net sales for the
same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $3.68 million
in total assets, $7.03 million in total liabilities, and a
$3.34 million total stockholders' deficit.

As of Dec. 31, 2011, the Company had $403,036 in cash, cash
equivalents and restricted certificates of deposit and a working
capital deficiency of $2,866,852.  The Company's molded rubber
products business has historically been the source of
substantially all of its revenue and cash flow over the past three
fiscal years and the Company has incurred substantial losses from
operations over those fiscal years.

For fiscal 2010, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has continued to incur substantial losses from operations, has not
generated positive cash flows and has insufficient liquidity to
fund its ongoing operations.

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

                        http://is.gd/pLrVYs

                     About Greenman Technologies

Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.


GREENMAN TECHNOLOGIES: Incurs $6.8-Mil. Net Loss in Fiscal 2011
---------------------------------------------------------------
GreenMan Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-K reporting a net loss of
$6.81 million on $1.76 million of net sales for the year ended
Sept. 30, 2011, compared with a net loss of $5.64 million on
$332,533 of net sales a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.78
million in total assets, $6.86 million in total liabilities and a
$3.07 million total stockholders' deficit.

For Fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  Schechter Dokken Kanter Andrews & Selcer, Ltd., in
Minneapolis, Minnesota, noted in its report that the Company has
continued to incur substantial losses from operations, has not
generated positive cash flows and has insufficient liquidity to
fund its ongoing operations.

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

                        http://is.gd/A7QWzh

                    About Greenman Technologies

Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.


GRUBB & ELLIS: Meeting to Form Creditors' Panel on Feb. 24
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Feb. 24, 2012, at 10:00 a.m. in
the bankruptcy case of Grubb & Ellis.  The meeting will be held
at:

   Office of the United States Trustee
   80 Broad St., 4th Floor
   New York, NY 10004

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                      About Grubb & Ellis

Grubb & Ellis -- http://www.grubb-ellis.com/-- is one of the
nation's largest commercial real estate services firms, providing
transaction services, property management, facilities management
and valuation services through more than 100 company-owned and
affiliate offices.  The Company employs over 3,000 professionals
and conducts business through over 90 company-owned and affiliate
locations throughout the United States, and, through a network of
non-debtor-affiliates, throughout the world.  The company
completed about 12,000 sale and lease transactions last year and
manages more than 250 million square feet of property.

Grubb & Ellis Co., along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-10685) on
Feb. 2012, with a deal to sell its assets to BGC Partners Inc.
The Debtor is seeking expedited sale as it faces $30 million in
debt that matures on March 1 and insufficient cash to make it
through the first quarter of 2012.

BGC Partners, owner of large commercial real estate service firm
Newmark Knight Frank, has agreed to provide a loan of as much as
$4.8 million to Grubb & Ellis to keep it operating during the
bankruptcy process.

The Debtors have engaged Togut, Segal & Segal, LLP as general
bankruptcy counsel, Zuckerman Gore Brandeis & Crossman, LLP, as
general corporate counsel, and Alvarez & Marsal Holdings, LLC, as
financial advisor in the Chapter 11 case.  Kurtzman Carson
Consultants is the claims and notice agent.

The sale to BGC is subject to higher and better offers at an
auction.   The Debtor proposes a March 9 deadline for preliminary
bids, a March 19 deadline for binding bids, an auction on March
31, 2012, and a sale hearing on March 23, 2012.

Pursuant to the term sheet signed by the parties, BGC will buy the
assets for $30.02 million consisting of a credit bid and the
amounts drawn under the DIP facility.


GRUBB & ELLIS: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grubb & Ellis Company
        1177 Avenue of the Americas
        New York, NY 10036

Bankruptcy Case No.: 12-10685

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                  Case No.
        ------                                  --------
Grubb & Ellis New York, Inc.                    12-10684
Grubb & Ellis Affiliates, Inc.                  12-10686
Grubb & Ellis of Arizona, Inc.                  12-10687
Grubb & Ellis of Michigan, Inc.                 12-10688
Grubb & Ellis of Nevada, Inc.                   12-10689
Grubb & Ellis Consulting Services Company       12-10690
Grubb & Ellis Capital Corporation               12-10691
Grubb & Ellis Equity Advisors, LLC              12-10692
Grubb & Ellis Landauer Valuation
Advisory Services, LLC                          12-10693
GBE Alesco Corp.                                12-10694
Grubb & Ellis Securities, Inc.                  12-10695
Las Vegas Commercial Brokerage, LLC             12-10696
Grubb & Ellis Management Services, Inc.         12-10697
Grubb & Ellis Management Services
of Michigan, Inc.                               12-10698
Grubb & Ellis Apartment REIT Advisor, LLC       12-10699
Grubb & Ellis Healthcare REIT II Advisor, LLC   12-10700

Chapter 11 Petition Date: February 20, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

About the Debtors: Grubb & Ellis -- http://www.grubb-ellis.com/--
                   is one of the nation's largest commercial real
                   estate services firms, providing transaction
                   services, property management, facilities
                   management and valuation services through more
                   than 100 company-owned and affiliate offices.
                   The Company employs over 3,000 professionals.

Debtors'
Counsel:          Frank A. Oswald, Esq.
                  TOGUT, SEGAL & SEGAL LLP
                  One Penn Plaza
                  New York, NY 10119
                  Tel: (212) 594-5000
                  E-mail: frankoswald@teamtogut.com

Debtors'
General
Corporate
Counsel:          ZUKERMAN GORE BRANDEIS & CROSSMAN, LLP

Debtors'
Investment
Banker:           ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'
Financial
Advisor:          ALVAREZ & MARSAL SECURITIES, LLC

Debtors'
Claims
Agent:            KURTZMAN CARSON CONSULTANTS

Total Assets: $150.16 million as of Dec. 31, 2011

Total Liabilities: $167.2 million as of Dec. 31, 2011.

The petitions were signed by Michael J. Rispoli, executive vice
president/chief financial officer.

Consolidated List of 50 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
U.S. Bank National Association     Unsecured           $32,126,063
633 W. Fifth Street, 24th Floor    Noteholder
Los Angeles, CA 90071

NNN Realty Advisors Inc.           Note Payable         $5,051,896
1551 North Tustin Avenue, Suite 200
Santa Ana, CA 92705

Jenner & Block, LLP                Legal Services       $2,372,736
353 North Clark Street
Chicago, IL 60654-3456

Bruce McNair                       Former Employee      $1,725,000
8121 Rayburn Road
Bethesda, MD 20817

Costar Realty Informations, Inc.   Trade                $1,073,365
1331 L. Street NW
Washington, D.C. 20005-4101

BankDirect Capital Finance         Insurance Finance      $908,255
P.O. Box 660448
Dallas, TX 75266-0448

William Morris                     Former Employee        $875,000
1511 Seasons Drive
Park City, UT 84060

Blue Cross/Blue Shield             Employee Benefits      $666,648
300 East Randolph Street
Chicago, IL 60601

FBR Capital Markets Corp.          Consulting             $602,388
1001 19th Street N
Arlington, VA 22209

Logistics Management Institute     Trade                  $501,257
2000 Corporate Ridge
McLean, VA 22102-7805

IBM Credit LLC                     Trade                  $426,533
4111 Northside Parkway
Atlanta, GA 30327

Manhattan Software, Inc.           Trade                  $422,275
425 Fortune Boulevard, Suite 200
Milford, MA 01757

Manchester Grand Hyatt San Diego   Trade                  $386,633
One Market Place
San Diego, CA 92101

CDW Direct, LLC                    Trade                  $378,691
P.O. Box 75723
Chicago, IL 60675-5723

Glendon B. Esnard                  Former Employee        $376,389
1430 Newporter Way
Newport Beach, CA 92660

Keesal, Young, Logan               Legal Services         $368,212
400 Ocean Gate
Long Beach, CA 90801

Munger, Toiles, & Olson            Legal Services         $366,138
355 South Grand Avenue, 35th Floor
Los Angeles, CA 90071

Ernst & Young, LLP                 Consulting             $363,000
1811 Von Karman Avenue, Suite 1000
Irvine, CA 92612-1007

The Ritz?Carlton, Laguna Niguel    Trade                  $360,490
One Ritz-Carlton Drive
Dana Point, CA 92629

RR Donnelley                       Trade                  $281,183
3075 Highland Parkway
Downers Grove, IL 60515

HIG Capital                        Trade                  $275,000
1450 Brickell Avenue, 31st Floor
Miami, FL 33131

Steven R. Morgan                   Independent            $270,980
300 Ledgemon Court                 Contractor
Atlanta, GA 30342

Mitchell Millowitz                 Employee               $262,215
6169 NW 124 Drive
Coral Springs, FL 33076

Bart Pucci                         Independent            $245,890
125 17th Street                    Contractor
Santa Monica, CA 90402

Greenberg Traurig LLP              Legal Services         $244,805

Philip Giunta                      Former Employee        $241,232

Verizon Communications             Customer               $239,974

David Squire                       Independent            $230,000
                                   Contractor

Bradford Fletcher                  Independent            $230,000
                                   Contractor

James Arket                        Independent            $220,909
                                   Contractor

Brett Richard Diamond              Independent            $204,469
                                   Contractor

John Clark                         Independent            $200,000
                                   Contractor

Robert Anthony Lundin              Independent            $200,000
                                   Contractor

William Travis                     Former Employee        $200,000

Joshua Hartman                     Former Employee        $200,000

Steven L. Roth                     Employee               $194,541

John T. Kerrigan                   Independent            $194,132
                                   Contractor

Miller, Canfielf, Paddock, Stone   Legal Services         $189,817

Michael Kammerling                 Independent            $183,952
                                   Contractor

Orange County Printing Company     Trade                  $180,655

Medco                              Employee Benefits      $175,000

Chon C. Kantikovit                 Independent            $168,162
                                   Contractor

Parker, Poe, Adams & Bernstein     Legal Services         $159,252

Jerry Igra                         Independent            $152,945
                                   Contractor

Scott A. Read                      Independent            $151,510
                                   Contractor

Joel D. Simmons                    Employee               $150,000

Craig J. Scheuerle                 Independent            $143,172
                                   Contractor

Workday, Inc.                      Trade                  $142,418

CB Richard Ellis                   Trade                  $141,519

Charles D. Dilks                   Former Employee        $140,848


GSC GROUP: Judge Formally Approves Black Diamond's Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Black Diamond Capital Finance LLC won the signature
of the bankruptcy judge on a Feb. 17 confirmation order approving
the bankruptcy reorganization plan for GSC Group Inc.

Unsecured creditors and preferred shareholders, the only groups
entitled to vote, were almost unanimous in support.

Black Diamond's plan resulted from a settlement with GSC's Chapter
11 trustee.

As reported by The Troubled Company Reporter on Jan. 24, 2012, the
Fourth Amended BDCM Plan provides for the continued operation of
the Debtors' existing investment management business.  BDCM
maintained that its plan is a more preferable and value-preserving
alternative to the GSC Chapter 11 Trustee's Modified Joint Plan of
Liquidation.  The BDCM Plan offers all unsecured creditors three
recovery options: (1) a fast cash payout; (2) a partial cash
payment close to the Effective Date plus a delayed cash payout
from the proceeds of the Liquidating Trust; or (3) shares of
Reorganized GSC Group Series B Preferred Stock and shares of
Reorganized GSC Group Convertible Class B Common Stock, which will
comprise between 33% and 49%, at BDCM's discretion, of the
Reorganized GSC Group Common Stock with 24.9% of the voting
rights.  The BDCM Plan also provides that Preferred Equity
Interest holders will receive shares of Reorganized GSC Group's
Class A Common Stock equal to between 51% and 67%, at BDCM's
discretion, of the total GSC Common Stock, while the Trustee Plan
does not provide any recovery for the interest holders.

A clean version of the BDCM 4th Amended Disclosure Statement dated
Jan. 12, 2012, is available for free at:

      http://bankrupt.com/misc/GSCGrp_DS4thAmdJan12.PDF

In a Dec. 20 stipulation, the Chapter 11 Trustee agreed to support
the BDCM Plan, and adjourned seeking confirmation of its own Plan
to allow BDCM to pursue confirmation of the BDCM Plan provided
that BDCM consummates its Plan by Mar. 31, 2012.  In return, BDCM
has provided the Chapter 11 Trustee with $1 million to satisfy
allowed Chapter 11 professional fees and agreed to provide
$4 million in escrow funds for the Reorganized Debtors to use to
satisfy any "Straddle Tax" (i.e., any income tax liability
required to be paid had the Effective Date occurred on or before
Dec. 31, 2011).

                        About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B.
Solow, Esq., at Kaye Scholer LLP, served as the Debtor's
bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.  The Debtor estimated
its assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.
Patrick J. Nash, Jr., Esq. and Paul Wierbicki, Esq. of Kirkland &
Ellis LLP serve as counsel to Black Diamond Capital Management,
LLC.


HAMPTON ROADS: Douglas Glenn Appointed President and CEO
--------------------------------------------------------
Douglas J. Glenn was named President and Chief Executive Officer
of Hampton Roads Bankshares, Inc., and of its wholly owned
subsidiary, The Bank of Hampton Roads.  Mr. Glenn has been serving
as interim President and Chief Executive Officer of the Company
since August 2011.

Mr. Glenn, 45, has been a director of the Company since 2006.  He
was appointed Executive Vice President and General Counsel of the
Company and the Bank in 2007.  He added the responsibilities of
Chief Operating Officer of the Company in February 2009 and became
interim President and Chief Executive Officer in August 2011.  He
stepped down as General Counsel in January 2012.  Prior to joining
the Company, Mr. Glenn practiced law at Pender & Coward, P.C. in
Virginia Beach, Virginia.

In connection with this appointment, Mr. Glenn entered into an
Amended and Restated Employment Agreement with the Company and the
Bank on Feb. 13, 2012.  The Restated Agreement provides that Mr.
Glenn's employment with the Company and the Bank is at-will and
that he is entitled to 90 days prior notice of termination of his
employment.  Mr. Glenn will receive an initial base salary of
$550,000 will be eligible for annual salary increases at the
discretion of the boards of directors of the Company and the Bank.
Under the Restated Agreement Mr. Glenn is also entitled to
participate in the Company's employee and director benefit plans
and programs for which he is or will be eligible and certain
fringe benefits.  Mr. Glenn will not be entitled to any change of
control or severance benefits.

The Restated Agreement provides that Mr. Glenn will receive annual
restricted stock grants equal to 50% of his average base salary in
the year of the grant.  The restricted stock will vest on the
later of (i) two years from the date of the grant, (ii) the date
the Company is no longer subject to the executive compensation and
corporate governance requirements of Section 111(b) of the
Emergency Economic and Stabilization Act of 2008, as amended or
(iii) the date the Company is no longer subject to the Written
Agreement by and among the Company, The Bank of Hampton Roads, the
Federal Reserve Bank of Richmond and the Virginia Bureau of
Financial Institutions.  Any shares of restricted stock that vest
shall not be transferable except as permitted by EESA and the
regulations thereunder.

The Restated Agreement also provides that Mr. Glenn's existing
Supplemental Retirement Agreement with the Bank is amended to
state that the maximum aggregate amount he will be entitled to
receive under the SERP is the lesser of $600,000 or the amount he
is otherwise entitled to under the SERP.

The Restated Agreement indemnifies Mr. Glenn to the fullest extent
of applicable law for any matter relating to his affiliation with
the Company or the Bank, unless Mr. Glenn is terminated for cause,
as such term is defined in the Restated Agreement, and the
relevant claim arises out of the matter for which he was
terminated.

                  About Hampton Roads Bankshares

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

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

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

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

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

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

The Company reported a net loss of $98 million on $100.79 million
in interest income for the year ended Dec. 31, 2011, compared with
a net loss of $210.35 million on $122.19 million in interest
income during the prior year.


HCA HOLDINGS: Thomas Frist Discloses 62.2% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Thomas F. Frist, Jr., and his affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
271,348,910 shares of common stock of HCA Holdings, Inc.,
representing 62.2% of the shares outstanding.  The calculation of
the percentage is based on 436,557,300 shares of voting common
stock outstanding as of Oct. 31, 2011, as reported in the HCA
Holdings Quarterly Report on Form 10-Q for the period ended
Sept. 30, 2011, as filed with the Securities and Exchange
Commission on Nov. 9, 2011.

Hercules Holding II, LLC, held 271,348,910 Shares as of Dec. 31,
2011.  The units of Hercules are held by a private investor group,
including affiliates of each of Bain Capital Investors, LLC,
Kohlberg Kravis Roberts & Co. L.P. and affiliates of Dr. Thomas F.
Frist, Jr., the founder of the Company, all of whom are parties to
the limited liability company agreement of Hercules.

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

                       http://is.gd/ynmOGy

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

HCA Holdings' balance sheet as of Dec. 31, 2011, showed
$26.89 billion in total assets, $33.91 billion in total
liabilities, and a $7.01 billion in total deficit.

                           *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HEARUSA INC: Projects $39.7 Million for Common Stockholders
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HearUSA Inc. filed a liquidating Chapter 11 plan last
week that would pay creditors in full.  No creditors are entitled
to vote because all are paid in full.

After paying $4.6 million to secured and unsecured creditors, $42
million will remain for the equity. After $2.33 million for
preferred shareholders, $39.7 million will remain for common
equity, the disclosure statement says.  The disclosure statement
estimates the distribution for each share at $1.02.

The business was purchased by Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.  When the
results of the auction were disclosed, the stock quickly rose to
about 90 cents a share, after trading in the vicinity of 40 cents
during bankruptcy.  On Feb. 21, the stock closed at 96 cents, up
1 cent in over-the-counter trading.  The disclosure statement
includes a projection showing $53.8 million in available cash.
Costs of the Chapter 11 case will consume about $6.6 million.

To avoid the expense of vote solicitation, HearUSA intends to
treat equity as voting "no" and approving the plan by use of the
so-called cramdown process, where the liquidation can be approved
by proving shareholders will receive more than they would if the
case was converted to liquidation in Chapter 7 bankruptcy.

                        About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.   Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

The U.S. Bankruptcy Court approved on Aug. 17, 2011, the sale of
substantially all of the assets of the Company to Audiology
Distribution, LLC, a wholly owed subsidiary of Siemens Hearing
Instruments, Inc., which submitted the highest and best bid for
the assets in the July 29, 2011 auction pursuant to 11 U.S.C.
Section 363.  The purchase price is estimated to be roughly $109
million and comprised of $66.8 million in cash plus certain
assumed liabilities -- which includes repayment or assumption of
the $10 million DIP financing provided by the stalking horse
bidder, William Demant Holdings A/S -- plus the payment of cure
costs for assumed contracts, and the assumption of various
liabilities of the company.

On Sept. 9, 2011, the sale closed.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.


HEIDTMAN MINING: Court Orders Dismissal of Bankruptcy Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
dismissed the Chapter 11 case of Heidtman Mining, LLC.  The Court
authorized the Debtor to pay:

     (i) any unpaid U.S. Trustee fees,
    (ii) Ohio Holdings and R&R Holdings,
   (iii) any remaining unpaid administrative expenses, and
    (iv) counsel for the Debtor sums owed for professional fees
         and expenses to the extent of remaining estate funds.

As reported in the Troubled Company Reporter on Jan. 31, 2012,
Heidtman Mining asked the Court to dismiss its Chapter 11 case as
the assets in the case have been -- or are in the process of being
-- fully distributed per prior court orders and nothing remains
for the estate to administer.

The Debtor sold substantially all of its assets -- its Arkansas
coal mine -- and has distributed the bulk of the sale proceeds to
creditors.  The bulk of distributions to creditors were to secured
creditors holding secured claims against the coal mine assets, to
repay debtor-in-possession funding, to pay for the costs,
including cure costs, of assuming various contracts related to the
mining assets, to priority employee claims, and for administrative
costs.  With the final distributions, no assets will remain
undistributed and the case can be dismissed.  Since the coal mine
sale, the Debtor has not operated as a business and there exists
nothing to reorganize at this juncture.

                       About Heidtman Mining

Toledo, Ohio-based Heidtman Mining, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. Ark. Case No. 09-72912) on June 12, 2009.
George H. Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox
Smith Matthews Incorporated; and Mark W. Hodge, Esq., at
Chisenhall, Nesturd & Julian, represent the Debtor in its
restructuring efforts.  The Debtor estimated $10 million to $50
million in assets and $50 million to $100 million in debts in its
bankruptcy petition.


HOSTESS BRANDS: Rivals Oppose Ending Ties to Pension Funds
----------------------------------------------------------
The Teamsters and bakery workers' unions are gaining support in
their effort to stop Hostess Brands Inc. from dropping their
multi-employer pension plans.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that near the end of last week, four of Hostess's
competitors, 10 union pension funds, a bakery industry
association, and an association of multi-employer pension funds
all filed papers proclaiming the inequity that would result from
allowing the baker of Wonder bread to withdraw from pension plans.
The objections describe the unfairness that would result from
thrusting liability for underfunded pension obligations on the
shoulders of those who remain contributing to the plans.

Competitor Bimbo Bakeries USA Inc. previously filed papers arguing
that Hostess shouldn't be permitted to "foist" on other bakers the
"very same liability that they complain was unfairly imposed upon
them and precludes their ability to survive."  Teamsters union
members voted to give leadership the ability to call a strike.

As reported by the Troubled Company Reporter on Jan. 23, 2012, a
trial is set to begin March 5, 2012, on the company's bid to
terminate existing pensions and retiree benefits.  Hostess Brands
intends to reject collective bargaining agreements with the
International Brotherhood of Teamsters and the Bakery,
Confectionary, Tobacco Workers and Grain Millers International
Union, and modify certain retiree benefit obligations, pursuant to
Sections 1113(c) and 1114(g) of the Bankruptcy Code.  The IBT and
BCT collectively employ roughly 92% of the Debtors' union
workforce.

                        About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for $12
million, but was unable to sell any of Hostess' core assets.

Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
will head up the legal team for the committee.

The bankruptcy judge on Feb. 3 gave Hostess Brands final authority
for $75 million in secured financing.


IDEARC INC: High Court Declines to Hear Investors' Ch. 11 Appeal
----------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the U.S.
Supreme Court on Tuesday declined to hear a group of investors'
appeal of a bankruptcy court's confirmation of Verizon
Communications Inc. spinoff Idearc Inc.'s reorganization plan,
which they claim deprived them of their rightful ownership in the
reorganized company.

According to Law360, the high court denied the certiorari petition
of the Spencer Ad Hoc Equity Committee, a group of prebankruptcy
shareholders who contend their ownership in the reorganized
corporation SuperMedia Inc. was unlawfully canceled by the Chapter
11 plan.

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


IMAGEWARE SYSTEMS: Patterson McBaine Holds 14.7% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Patterson J. McBaine and his affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
9,975,599 shares of common stock of ImageWare Systems, Inc.,
representing 14.7% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/rR4rzj

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company's balance sheet at Sept. 30, 2011, showed $4.23
million in total assets, $20 million in total liabilities and a
$15.76 million total shareholders' deficit.


IMAGEWARE SYSTEMS: Patterson McBaine Discloses 14.7% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Patterson J. McBaine and his affiliates
disclosed that, as of Dec. 31, 2011, they beneficially own
9,975,599 shares of common stock of Imageware Systems representing
14.7% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/swTky1

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company's balance sheet at Sept. 30, 2011, showed
$4.23 million in total assets, $20 million in total liabilities,
and a $15.76 million total shareholders' deficit.

The Company incurred a net loss of $5.05 million in 2010 and a net
loss of $12.63 million during the prior year.


INNER CITY: Judge Approves $180-Mil. Sale Over US Objection
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports U.S. Bankruptcy Judge
Shelley C. Chapman on Tuesday approved Inner City Media Corp.'s
plan to sell itself for $180 million to creditors including
billionaire Ron Burkle, overruling the U.S. government's objection
that the plan constituted an attempt to dodge $31 million in
taxes.

Judge Chapman heard arguments from both sides at a sale hearing
during which Inner City Media, which runs a number of radio
stations aimed at serving black communities, stressed that a
Section 363 sale was the only viable option, Law360 relates.

                     About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTEGRATED FREIGHT: Seaside 88 Discloses 9.9% Equity Stake
----------------------------------------------------------
Seaside 88, LP, Seaside 88 Advisors, LLC, and William J. Ritger
jointly filed with the U.S. Securities and Exchange Commission a
Schedule 13G disclosing that, as of Jan. 26, 2012, they
beneficially own 3,943,261 shares of common stock of Integrated
Freight Corporation representing 9.9% of the shares outstanding.
A full-text copy of the filing is available at http://is.gd/fhwYFE

                     About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.

Sherb & Co., LLP, in Boca Raton, Florida, 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 and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at June 30, 2011, showed
$21.44 million in total assets, $28.02 million in total
liabilities, and a $6.57 million total stockholders' deficit.


J.C. PENNNY: Fitch Lowers Issuer Default Rating to 'BB+'
--------------------------------------------------------
Fitch Ratings has downgraded its Issuer Default Ratings (IDR) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'BB+'
from 'BBB-'.  In addition, Fitch has downgraded J.C. Penney
Corporation, Inc.'s senior secured bank credit facility and senior
unsecured notes and debentures by a notch.  The Rating Outlook is
Stable.

The ratings reflect significant execution risk for J.C. Penney
over the next 12 -18 months as the company rolls out its new
pricing and promotional strategy and addresses fundamental areas
such as merchandising, costs, and investments in its store base.
Fitch views many aspects of the new strategy as strategically
sound and believes the company should be able to take costs out of
the system to fund increased investments.  However, the jury
remains out on whether consumers will buy into the new pricing
structure and whether or not the company can turn around faltering
sales and sustainably improve the profitability of its business.

Fitch assumes that the top line could contract in the high-single
digit range in 2012 as J.C. Penney moves towards a more everyday
low value strategy with significantly reduced promotions, a marked
departure from the industry's high-low promotional strategy.  In
addition, sales could be disrupted by clearing out any excess
merchandise as the company continues to adjust inventory levels
and by remodeling activity related to rolling out the 'store-
within-a-store' initiative at the beginning of 2H'12.  As a
result, free cash flow in 2012 is expected to be negative, and
leverage is expected to be in the 3.7 times (x) to 4.3x range,
which would no longer be reflective of a low investment grade
rating.

For 2013, if sales trends continue to be negative, leverage could
remain in this range.  However, if the top line starts to
stabilize and gains positive traction, there is strong potential
for leverage to start trending down to the low 3.0x or even the
high 2.0x, at which point Fitch would consider a positive movement
in the ratings or Outlook.

Things are likely to get worse over the near term, and the top
line could contract in the high single-digit range in 2012, with
the first half of the year expected to be worse than the second
half.  Assuming the gross margin in 2012 is flat to 2011 levels
(estimated at around 37% of sales excluding any one time charges,
the lowest level over the last decade, versus an average of 39%
between 2005 and 2010) and selling, general and administrative
expense (SG&A) is down 6% in dollars (similar to 2011), leverage
is expected to increase to the low 4.0x range from 3.7x expected
for 2011.  This assumes incremental debt of approximately $300
million (see liquidity section) which the company could
potentially issue as it refinances the $230 million of debt
maturing in August 2011.

2013: A TURNAROUND OR A TURN FOR THE WORSE?

For 2013, several scenarios could play out depending on where the
top line starts settling out and whether gross margin returns to
the historical average of around 39%.

Leverage could be around 4.0x if:

  -- Sales remain pressured and comparable store sales (comps) are
     in the negative mid-single digits;
  -- Gross margins remain flat to 2011 levels (around 37%);
  -- SG&A is down another 6-7%, assuming the company can realize
     targeted cost savings.

This scenario could play out if the new pricing and promotional
strategy does not result in client retention and J.C. Penney
continues to lose share. Conversely, leverage would be close to
3.2-3.3x if comps stabilize and Fitch assumes no change in other
assumptions.  Should gross margins return to the 39% average,
leverage could potentially trend to below 3.0x.  This upside
scenario could play out if the new merchandising initiatives prove
successful, aided by the improved store environment from
significant upcoming capital investments.

2011 RESULTS INDICATE J.C. PENNEY'S IS HOLDING SHARE

Using the low end of the company's 2011 earnings per share (EPS)
guidance provided in early January, Fitch assumes comps were
essentially flat for the year, with total top line contraction of
3%.  While a flat comp is disappointing, J.C. Penney's performance
would be similar to Kohl's which reported a comp of 0.5% for 2011.
At an estimated $17.3 billion, J.C. Penney's revenues would be
down 13% from peak levels of $19.9 billion in 2006, although
market shares are relatively flat at around 9.2% (using NAICS
codes for department store industry sales). As such, J.C. Penney
has muddled along and held on to share even as Kohl's has added
about $3.2 billion in sales over the same time period. (Macy's
sales are down modestly by approximately $600 million.)

SG&A A REAL OPPORTUNITY TO TAKE OUT EXCESS COSTS & FUND
INVESTMENTS

Fitch views the $900 million targeted for gross SG&A reduction for
2013 as achievable. SG&A excluding non-cash pension expense is
down only 4% since 2006 (with all of the decline attributable to
2011) even as sales have declined over 13% from peak levels, and
the expense structure is bloated relative to its key competitors
such as Kohl's and Macy's.  Fitch expects a third of the cost
reductions could come in 2012 and the remainder would be realized
in 2013.

CAPEX: COMMITMENT TO REINVEST APPROPRIATELY SHOULD BE POSITIVE
LONGER TERM

The savings from cost reduction are expected to fund increased and
much needed capital investments. J.C. Penney expects 2012 capex to
be around $800 million and potentially higher in 2013-2014.  While
the company has not shared its plans for 2013 and beyond, Fitch
expects capex could reach north of $1 billion and potentially
return to 2006-2007 levels of $1.2-1.3 billion as the company
undertakes significant remodeling of its entire store base.

LIQUIDITY POSITION: ADEQUATE OVERALL WITH ADDITIONAL REVOLVER
CAPACITY & POTENTIAL INCREMENTAL DEBT IN 2012

Fitch expects J.C. Penney to end 2011 with a cash position of
approximately $1.3 billion versus $2.6 billion in 2010.  The
decline reflects $900 million in share buybacks in early 2011,
cash restructuring charges, the decline in EBITDA and $330 million
of cash investments in the Liz Claiborne brand and an equity
investment in Martha Stewart Living Omnimedia, Inc.  Free cash
flow could be potentially negative in 2012 by $200-300 million
depending on the magnitude of sales decline.

J.C. Penney's liquidity is supported by a senior secured revolving
bank credit facility which was recently upsized to $1.5 billion
and matures in April 2016. Fitch does not anticipate J.C. Penney
drawing on the facility for seasonal working capital needs in
2012.  The facility is secured by inventory and receivables with
borrowings now subject to a borrowing base and as such, financial
covenants based on leverage and coverage have been removed
providing company with more flexibility to execute its plan.  The
company is now subject to a springing covenant of maintaining a
fixed charge coverage of 1.0-1.1x if availability falls below a
certain threshold or the company undertakes certain actions such
as making restricted payments.

Given the company's desire to maintain strong liquidity and the
strong capital markets, Fitch expects J.C. Penney to refinance its
August 2012 debt maturity of $230 million, and Fitch would not be
surprised to see the company upsize and potentially issue up $500
million in total debt.  The company's next debt maturity of $200
million is in 2015.  J.C. Penney's pension fund remains well
funded, and Fitch does not expect the company will need to make
any cash contributions in 2012 and 2013.

Fitch has downgraded the following ratings:

J.C. Penney Co., Inc.

  -- IDR to 'BB+' from 'BBB-'.

J.C. Penney Corporation, Inc.

  -- IDR to 'BB+' from 'BBB-';
  -- $1.5 billion senior secured bank credit facility to 'BBB-'
     from 'BBB';
  -- $3.1 billion senior unsecured notes and debentures to 'BB+'
     from 'BBB-'.

The Rating Outlook is Stable.


KINGBURY CORP: Wants to Hire GA Keen as Real Estate Advisor
-----------------------------------------------------------
Kingsbury Corporation and its affiliates seek the Bankruptcy
Court's permission to employ GA Keen Realty Advisors, LLC, as
their real estate advisor in connection with the marketing and
sale of real property owned by Kingsbury and located at 80 Laurel
Street, Keene, New Hampshire 03431.

Given the potential of approximately $2 million in equity in the
Real Property, the Debtors have determined that the sale of the
Real Property remains in the best interests of their estate and
their creditors.

To the best of the Debtors' knowledge, neither GA Keen, generally,
nor any of that firm's professionals, specifically, has any
connection with, or any interest adverse to, Kingsbury, Donson
Group, Ltd. or Ventura Industries, LLC, creditors of those
debtors, any other party-in-interest, or the Office of the United
States Trustee in Manchester, New Hampshire.

Under the Retention Agreement, GA Keen is entitled to receive: (1)
a Transactional Fee in the amount of 5% of the Gross Proceeds
resulting from the sale of the Real Property; or (2) a Credit
Bid Fee/Withdrawal of the Property Fee in the amount of $40,000 in
the event of a successful credit bid, or the Real Property is
removed from GA Keen's scope of services.

All reasonable out-of-pocket costs and expenses incurred by GA
Keen in connection with the performance of the services will be
borne by GA Keen, but Kingsbury will be responsible for costs
associated with marketing the Real Property as well as all out-of-
pocket due diligence costs and expenses.

                       About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury Corporation and affiliate
Ventura Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H.
Case Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Jennifer
Rood, Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer &
Nelson, serve as counsel to the Debtors.  Donnelly Penman &
Partners serves as its investment banker.  In its schedules, the
Debtor disclosed $10,134,679 in assets, and $24,534,973 in
liabilities as of the petition date.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to serve on the Official Committee of Unsecured
Creditors of Kingsbury Corporation.


KM ASSOCIATES: Hires Gianola Barnum as Bankruptcy Counsel
---------------------------------------------------------
KM Associates, LLC, said it requires the services of counsel to
ensure its compliance with applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, and other applicable statutes and
procedural constraints, and to maximize the likelihood of a
successful reorganization.  In this regard, the Debtor seeks
Bankruptcy Court authority to employ Gianola, Barnum, Wigal &
London, L.C. as counsel.

The Firm proposes to charge fees based upon its prevailing hourly
guideline rates which are set at $250 for the Firm?s attorneys.

David M. Jecklin, Esq., a member at Gianola, attests that the Firm
is not connected with the Debtor, its other attorneys,
accountants, or creditors; and represents no other party in
interest and that it neither represents nor holds any interest
adverse to the Debtor or the estate and that the employment of the
Firm would be in the best interest of the estate.

                        About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  The petition
was signed by Donald S. Simpson, managing member.  The Debtor, a
Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed
assets of $17.3 million and liabilities of $26.5 million.

Bank lenders The CNB Bank, Standard Bank PaSB First United Bank &
Trust, Progressive Bank, N.A., Citizens Bank of West Virginia,
Inc. and Farmers and Merchants Bank of Western Pennsylvania,
National Association, are represented by Arthur M. Standish, Esq.,
and Kristian J. Jamieson, Esq. -- art.standish@steptoe-johnson.com
and kristian.jamieson@steptoe-johnson.com -- at Steptoe & Johnson
PLLC.


KM ASSOCIATES: Taps CFO Strategies for Accounting Services
----------------------------------------------------------
KM Associates, LLC, has filed an Application to Employ Brian
Riffle as its accountants.  The Debtor said it requires the
service of accountants to ensure its compliance with applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, with
regard to financial reporting and accounting, and to maximize the
likelihood of a successful reorganization.  The Debtor desires to
employ Brian Riffle of CFO Strategies, at 838 Hurton Street,
Johnstown, Pennsylvania, for these purposes.  The Firm proposes to
charge fees based upon its prevailing hourly guideline rates which
are set at $125 for the Accountant.

Mr. Riffle attests that the Firm is not connected with the Debtor,
its other attorneys, accountants, or creditors; and neither
represents nor holds any interest adverse to the Debtor or the
estate.

The Troubled Company Reporter on Feb. 20, 2012, reported that the
Debtor also has sought Court authorization to employ Deborah L.
Herbert, CPA of Herbert CPA & Associates, PC, as accountant.

                        About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  The petition
was signed by Donald S. Simpson, managing member.  The Debtor, a
Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed
assets of $17.3 million and liabilities of $26.5 million.

Bank lenders The CNB Bank, Standard Bank PaSB First United Bank &
Trust, Progressive Bank, N.A., Citizens Bank of West Virginia,
Inc. and Farmers and Merchants Bank of Western Pennsylvania,
National Association, are represented by Arthur M. Standish, Esq.,
and Kristian J. Jamieson, Esq., at Steptoe & Johnson PLLC.


KM ASSOCIATES: Cash Access Facing Challenge from Banks
------------------------------------------------------
KM Associates, LLC, returned to the Bankruptcy Court Wednesday,
Feb. 22, to seek interim approval of its request to use cash
collateral where it is facing a challenge from its bank lenders.

The Debtor's major source of funds with which to operate is from
rental income from leased property of the Shops at Kanawha Mall
located at 5707 MacCorkle Ave., Charleston, West Virginia.

As of Jan. 30, 2012, Debtor's major assets had an approximate
value of $17,000,000.

The Debtor said Thistle Financial Group, LLC, Citizens National
Bank, CNB Bank, First United Bank & Trust, Merchants National Bank
of Kittanning, Progressive Bank, NA, and Standard Bank PaSB
currently hold perfected security interests in the form of a Deed
of Trusts on the real estate located in the Shops at Kanawha Mall.

The Debtor had said if it is unable to use the cash balance on
hand at the commencement of its case and the proceeds received
during the case, it would be forced to terminate its operations.

Since the filing of the petition, Debtor has only paid its
obligations in a manner consistent with operating in the ordinary
cause of business.

As reported by the Troubled Company Reporter on Feb. 20, 2012, The
CNB Bank, Standard Bank PaSB First United Bank & Trust,
Progressive Bank, N.A., Citizens Bank of West Virginia, Inc. and
Farmers and Merchants Bank of Western Pennsylvania, National
Association, are asking the Court to prohibit the Debtor's use of
cash collateral.  The lenders said the rental payments constitute
"cash collateral" and they do not consent to the use of cash
collateral.

On July 20, 2007, KM Associates executed and delivered to Thistle
Financial Group, as agent for the benefit of CNB Bank, Standard
Bank PaSB, First United Bank & Trust, Progressive Bank N.A.,
Citizens National Bank, and Merchants National Bank of Kittaning,
six construction and term loan promissory notes totaling
$17,134,420.  Pursuant to a forbearance agreement dated July 31,
2011, KM Associates acknowledged its defaults in the payment of
the Indebtedness and its violation of certain covenants contained
in the loan documents associated with the Notes and agreed to make
monthly principal reduction payments in addition to regulator
monthly instalment payments on the Indebtedness, beginning Aug. 1,
2011, with a final payment of all outstanding principal, accrued
and unpaid interest and fees due on Oct. 31, 2011.

KM Associates defaulted on its obligations under the Forbearance
Agreement, and as of Jan. 31, 2012, remained indebted to the
Lenders for $24,336,494.  As a result of KM Associate's defaults
under the terms of the Forbearance Agreement, the Lenders
proceeded with foreclosure preparations relative to the Real
Estate, with a sale having been set pursuant to the terms of the
first priority Deed of Trust for Jan. 31, 2012.

On Dec. 16, 2011, as a result of KM Associate's defaults under the
Notes and the Forbearance Agreement, the Lenders began notifying
tenants of the Real Estate that they were enforcing their rights
under the Assignment of Rents and requested that the tenants re-
direct rent payments to a lockbox account maintained with CNB
Bank.  The Debtor has repeatedly interfered with the Lenders right
to receive the rents derived from the Real Estate by retaining
rent payments that had been sent directly to the Debtor for the
month of January 2012 and by contacting tenants directly to
request that they not comply with the Lenders instructions,
despite the Debtor's awareness that the Lenders notified tenants
on Dec. 16, 2011 to re-direct rent payments to the account
maintained with CNB Bank.

                        About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-bk-20041) on Jan. 30, 2012.  The petition
was signed by Donald S. Simpson, managing member.  The Debtor, a
Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed
assets of $17.3 million and liabilities of $26.5 million.

Bank lenders The CNB Bank, Standard Bank PaSB First United Bank &
Trust, Progressive Bank, N.A., Citizens Bank of West Virginia,
Inc. and Farmers and Merchants Bank of Western Pennsylvania,
National Association, are represented by Arthur M. Standish, Esq.,
and Kristian J. Jamieson, Esq., at Steptoe & Johnson PLLC.


LEE ENTERPRISES: Regains Compliance With NYSE Share Price Standard
------------------------------------------------------------------
Lee Enterprises, Incorporated has received notification that it
has returned to compliance with the New York Stock Exchange's
share price standard.

In a letter dated Feb. 17, 2012, the NYSE confirmed that Lee is
again in compliance with its standard requiring listed companies
to maintain an average closing price of at least $1.00 per share
over 30 consecutive days of trading.

Mary Junck, Lee chairman and chief executive officer, said: "As we
expected, investor sentiment has improved with the implementation
of our refinancing agreements on January 30.  We appreciate the
confidence of our stockholders as we advance our many initiatives
to drive revenue, build even larger audiences and resume overall
growth."

Carl Schmidt, Lee vice president, chief financial officer and
treasurer, said the company still has approximately one year
remaining under an approved plan, subject to ongoing oversight,
for returning to compliance with an NYSE standard requiring market
capitalization of not less than $50 million over 30 consecutive
days of trading.  As of Feb. 17, 2012, with approximately 51.7
million shares outstanding and a closing price of $1.13 per share,
Lee's market capitalization totaled $58.4 million.  Schmidt said
that if the company's average market capitalization remains in
excess of $50 million, the NYSE will consider granting a return to
compliance in February 2013, or possibly sooner, based on market
capitalization over at least two consecutive quarterly monitoring
periods.

                       About Lee Enterprises

Lee Enterprises, Incorporated, 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.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of
a second version of their prepackaged Chapter 11 plan of
reorganization.

Lee Enterprises Inc. declared its prepackaged plan of
reorganization effective on Jan. 30, 2012.

                            *    *     *

This concludes the Troubled Company Reporter's coverage of Lee
Enterprises, Incorporated, until facts and circumstances, if any,
emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


LEHMAN BROTHERS: U.S. Bank Opposes Claim Transfer
-------------------------------------------------
U.S. Bank National Association, as trustee for the Emeralds,
Series 2006-1 Trust, was appointed under the Series Trust
Agreement between Lehman Brothers Inc., as Depositor, and the
Trustee for the Emeralds, Series 2006-1 Certificates.  The
Trustee entered into an interest rate swap under a Master
Agreement between the Trust and Lehman Brothers Special Finance
Inc., the Schedule to Master Agreement, a Guarantee of Lehman
Brothers Holdings Inc. and the Interest Rate Swap Confirmation.

After LBHI and LBSF commenced their Chapter 11 cases, the Trustee
terminated the IRS Transaction by Notice of Early Termination on
September 22, 2008, designating September 23, 2008, as the early
termination date.  In September 2009, the Trustee filed Claim No.
30985 against LBSF under the Trust Agreements and the IRS
Transaction for certain fees, expenses and unliquidated amounts
relating to the bankruptcy filings of LBSF and LBHI and the
termination of the IRS Transaction.

On January 9, 2012, Jerome Keating and Robert Franz unilaterally,
and without authorization from the Trustee, filed separately a
notice to transfer the Claim, Laura E. Appleby, Esq., at Chapman
and Cutler LLP, in New York -- appleby@chapman.com -- contends,
on behalf of U.S. Bank.  She argues that the Trustee disputes the
authority of Messrs. Keating and Franz to transfer the Claim
without consent or authorization from the Trustee.

Ms. Appleby asserts that the Trustee filed the Claim on behalf of
the Trust, and while beneficial holders of the Certificates may
receive the benefits of the filing, the Claim belongs to the
Trust.  She adds that the Trustee does not even know whether the
Alleged Transferees are, in fact, Certificateholders for they
failed to evince proper beneficial ownership of the Certificates
by providing the Trustee with a Certificate of Beneficial
Interest.  Hence, the Trustee asks the Court to reject the
attempted Claim Transfer and to reaffirm that the claim is
property of the Trust.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: HSBC Bank to Return $52-Mil. to Debtor
-------------------------------------------------------
HSBC Bank Plc will return about $52 million to Lehman Brothers
Holdings Inc. in the latest stage of a transfer of collateral,
Bloomberg News reported.

The bank originally held about $450 million of Lehman assets in
Eurodollar accounts, some of which are offset by its claims
against the company.

A copy of the agreement governing the turnover of funds can be
accessed at http://bankrupt.com/misc/LBHI_StipHSBCFunds.pdf

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Asks 2nd Cir. to Block Intervention in Dante Case
------------------------------------------------------------------
Lehman Brothers Special Financing Inc. asked the Second Circuit
to block continued efforts by liquidators of Lehman Brothers
Australia Ltd. and noteholders to intervene in a lawsuit
involving the so-called Dante program, BankruptcyLaw360 reported.

Early last year, the U.S. Bankruptcy Court in Manhattan did not
allow the Dante noteholders and the liquidators to intervene in
one of more than 50 lawsuits LBSF brought based on a stay order
halting those lawsuits.

Last month, the bankruptcy court also overruled an objection by
LB Australia's liquidators to another six-month stay on the
lawsuits.  The liquidators filed an objection out of concern that
the lawsuits would be delayed further by another extension of the
stay, according to court filings.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Dist. Judge Sends Suit vs. Fund to State Court
---------------------------------------------------------------
A district judge in Illinois sent back a lawsuit by an investor
against Lehman Brothers Real Estate Fund III LP to state court
for lack of sufficient connection to the Lehman parent's
bankruptcy, according to a January 30 report by Bloomberg News.

Investors sued the fund in state court in Illinois, saying they
were duped into investing by a false and misleading private
placement memorandum.  The Lehman fund, which isn't in
bankruptcy, removed the suit to federal court in New York, saying
it was "related to" Lehman Brothers Holdings Inc.'s bankruptcy.

The investors filed a motion to remand the suit to state court
while the fund sought to transfer the suit to New York.  The fund
argued there was connection with the Lehman bankruptcy because
LBHI purchased the insurance policy that would pay the investors'
claims.

However, Judge Rebecca Pallmeyer of the U.S. District Court for
the Northern District of Illinois, Eastern Division, did not find
sufficient connection, saying that although the policy could be
considered property of LBHI's bankrupt estate, proceeds of that
policy were not.

The district judge also said "it is not clear" that LBHI would
become liable to pay a judgment if insurance coverage were
insufficient or exhausted.

For lack of sufficient connection with bankruptcy, Judge
Pallmeyer said there was no bankruptcy jurisdiction and sent the
case back to state court, Bloomberg News reported.

The lawsuit is Mazzolin v. Lehman Brothers Real Estate Fund
III LP, 11-953, U.S. District Court, Northern District Illinois
(Chicago).

Separately, another district judge rejected an attempt by former
Lehman investors to move their $640 million fraud case against
the company's real estate and private equity affiliates back to
New York state court, Law360 reported.

Judge Barbara Jones for the U.S. District Court for the Southern
District of New York denied a motion to remand by a group of
Lehman investors led by Virginia resident Barbara Fried, ruling
that two of the seventeen counts in the case fall under federal
jurisdiction.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Principal Life Wants to Set Off $13.6-Mil.
-----------------------------------------------------------
Principal Life Insurance Company has filed a motion to lift the
automatic stay so that it could set off more than $13.6 million
it owes to Lehman Brothers Special Financing Inc. against the
company's debt to the insurance firm.

Principal Life owes $13,637,229 to the Lehman unit while the
latter owes $34,163,288 to the Iowa-based insurance firm.

The insurance firm is also seeking a court ruling allowing its
net claim in the sum of $20,526,059 as a Class 4A claim against
LBSF and a Class 9A claim against Lehman Brothers Holding Inc.
under their Chapter 11 plan.

Principal Life's claim stemmed from an agreement with LBSF
connected with the issuance of commercial paper notes by a
special purpose entity sponsored by the Lehman unit.  LBSF's
obligations under the deal were guaranteed by its parent.

The hearing on the motion is set for March 21, 2012.  Objections
are due by March 14, 2012.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Seeks to Block Ex-Employee's Affirmative Claims
----------------------------------------------------------------
A lawyer for Lehman Brothers Holdings Inc. has filed court papers
to block a former employee from prosecuting "affirmative claims"
against the company in an arbitration case pending before the
Financial Industry Regulatory Authority.

Phillip Walsh, a former employee of Lehman's brokerage firm,
previously sought a court ruling determining that the automatic
stay does not prevent him from prosecuting his counter-claim
against the company.

Mr. Walsh, who said he was summarily terminated after the
brokerage firm was put under liquidation in 2008, filed a
counter-claim in response to the arbitration case, accusing
Lehman of concealing its financial status in the months leading
up to its bankruptcy.

Lehman's lawyer, Richard Krasnow, Esq., at Weil Gotshal & Manges
LLP, in New York, said the former employee did not comply with
the court-approved procedures for filing claims and is barred
from prosecuting assertive claims against Lehman.

Mr. Krasnow, however, said they are open to the lifting of the
stay to allow Mr. Walsh "to assert defenses and defensive
counterclaims."

Lehman Brothers is also opposing a bid by Jason Taylor, a former
investment representative of Lehman's brokerage, to assert
affirmative claims.  Taylor previously asked the U.S. Bankruptcy
Court for the Southern District of New York to issue an order
determining that the automatic stay does not prevent him from
prosecuting a counter-claim against the company.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Lease Decision Period Expires June 4
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended to June 4, 2012, the deadline for Lehman Brothers Inc.'s
trustee to assume, assign or reject the brokerage's executory
contracts and unexpired leases.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHR CONSTRUCTION: Trustee Taps Solomon for N.J. Litigation
-----------------------------------------------------------
Jonathan L. Flaxer, as Chapter 11 trustee for the estate of Lehr
Construction Corp., asks the Court for entry of an order
authorizing the retention of Law Offices of Moshie Solomon, P.C.,
as special counsel to the Trustee.

As counsel, the Solomon Firm will represent the Trustee as New
Jersey counsel in the New Jersey Litigation.  The Solomon Firm Law
will coordinate with the Trustee's general counsel, Galenbock
Eiseman Assox Bell & Peskoe LLP, to avoid duplication of effort.

Douglas L. Furth, Esq., of Galenbock Eiseman Assox Bell & Peskoe
LLP, tells the Court that it is necessary fox the Trustee to
retain New Jersey counsel.  The Trustee has selected the Solomon
Firm to represent him as New Jersey counsel in litigation
captioned Lehr Construction Corp. v. Kathy S. Chatterton, et al.,
Case Adv. No. 08-02502 (NLW), which the Debtor commenced in the
United States Bankruptcy Court for the District of New Jersey
prior to the Petition Date.  The Chatterton Litigation is an asset
of the Estate that the Trustee intends to prosecute for the
benefit of the Estate and its creditors.  The New Jersey
Litigation is bankruptcy-related litigation that is related to a
Chapter 7 case captioned In re T2, Inc. Case No. 06-20572 (NLW)
that is also pending in the New Jersey Bankruptcy Court.

Moshie Solomon, Esq., has the necessary background and experience
to provide effective local counsel representation in the New
Jersey Litigation.  He is admitted as an attorney-at-law of the
State of New Jersey and is admitted to practice before the United
States District Court far the District of New Jersey.

Mr. Solomon is an experienced bankruptcy practitioner who
concentrates his practice in bankruptcy, civil litigation, and
general corporate matters.  He has experience representing
trustees in Chapter 7 and Chapter 11 cases.

To the best of the Trustee's knowledge, the Solomon Firm does not
have any connection with, or any interest adverse to, the Debtor,
its creditors, any other party in interest or their respective
attorneys and accountants.

                    About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.


LYMAN LUMBER: Obtains Court OK to Hire Eau Claire as Realtor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Lyman Holding Company, et al, to employ Eau Claire Realty, Inc.,
to represent or assist them in marketing, locating a buyer for,
and negotiating the sale of real property located at Lot 34,
Shorewood Heights, City of Eau Claire, Wisconsin.

The Debtors agreed to the terms of a listing agreement with
ECR on Jan. 23, 2012.  Under the listing agreement, ECR will
receive a 6% commission from the sale, of which 40% may be paid to
a buyer's agent.

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


MARC BARNES: Response to Claim Objection Waives Service Defect
--------------------------------------------------------------
Marc S. and Anne M. Barnes did not serve their First Omnibus
Objection to Claims on FDIC-insured banks in the manner required
by Fed. R. Bankr. P. 7004(h).  However, Bankruptcy Judge S. Martin
Teel, Jr., said Baltimore County Savings Bank, FSB, waived the
defect in service when it filed a response to the First Omnibus
Objection to Claims.  In a Feb. 16, 2012 Memorandum Decision and
Order available at http://is.gd/s3tLJyfrom Leagle.com, Judge Teel
directed the Debtors to serve their First Omnibus Objection to
Claims on FDIC-insured banks other than Baltimore County Savings
Bank in the manner required by Fed. R. Bankr. P. 7004(h) by
March 1, 2012.  A list of FDIC-insured banks is available at
http://www3.fdic.gov/idasp/

                 About Marc Barnes and Okie Dokie

Marc S. and Anne M. Barnes filed for Chapter 11 bankruptcy (Bankr.
D. D.C. Case No. 10-00743) on July 26, 2010, to ward off creditors
of his Love and the Park at 14th nightclubs in Washington D.C. and
ensure the pending sale of Love, a four-story mega club, goes off
without a hitch.  Okie Dokie Inc., the corporate entity, also
filed for Chapter 11 bankruptcy protection (Bankr. D. D.C. Case
No. 10-00747).

Judge S. Martin Teel, Jr. presides over the case.  Kim Yvette
Johnson, Esq., in Laurel, Maryland, serves as bankruptcy counsel.

In its Chapter 11 petition, Park said it has up to $50,000 in
assets and between $1 million and $10 million in debts.  Okie
Dokie, Mr. Barnes and Love estimated $1 million to $10 million in
assets and debts.


MEDICAL INTERNATIONAL: Incurs $235,000 Net Loss in Dec. 31 Qtr.
---------------------------------------------------------------
Medical International Technology, Inc., filed with the U.S.
Securities and Exchange Commission a Form 10-Q reporting a net
loss of $235,153 on $74,836 of sales for the three months ended
Dec. 31, 2011, compared with a net loss of $71,587 on $65,185 of
sales for the same period during the prior year.

The Company reported a net loss of US$643,439 on US$437,378 of
revenues for fiscal 2011, compared with a net loss of US$751,109
on US$510,893 of revenues for fiscal 2010.

The Company's balance sheet at Dec. 31, 2011, showed $918,706 in
total assets, $1.78 million in total liabilities and a $863,031
total stockholders' deficit.

PS Stephenson & Co., P.C., in Wharton, Texas, expressed
substantial doubt about Medical International Technology's ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency.

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

                        http://is.gd/z6yCs8

                     About Medical International

Montreal, Canada-based Medical International Technology, Inc.,
specializes in production, marketing and the sale of needle-free
jet injector products designed for humans and animals, for single
and mass injections.


MF GLOBAL: Ch. 11 Trustee Asks for March Extension of Schedules
---------------------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings Ltd. and its affiliates, is asking Judge Martin
Glenn to extend until March 19 the deadline to file their
schedules of assets and liabilities and statements of financial
affairs.

Judge Glenn previously extended the deadline for the Chapter 11
Trustee to file the Debtors' schedules of assets and liabilities
and statements of financial affairs to February 17.

The Chapter 11 Trustee asked for further extension of the
February 17 deadline explaining to the Court that some of the
Schedules and Statements are maintained by the SIPA Trustee and
the administrator of the proceedings of the affiliates in the
United Kingdom and that each of them has competing duties that
occasionally take priority over the gathering and release of
information for and to the Debtors' estates.

                         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.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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: Outten & Golden Named Counsel in Warn Class Suit
-----------------------------------------------------------
Judge Martin Glenn appointed Outten & Golden, LLP, as interim
counsel in a consolidated class action filed by former MF Global
workers asserting claims under the federal Worker Adjustment and
Retraining Notification Act and the New York State Workers
Adjustment Retraining Act.

Judge Glenn also dismissed as duplicative the WARN Act action
captioned Greene v. MF Global Holdings Ltd, Adv. Proc. No. 11-
02921, filed by Harwood Feffer LLP on Dec. 1, 2011.

The consolidated WARN Act class actions are:

  (1) Abruzzo v. MF Global Holdings Ltd, Adv. Proc. No.
      11-02882, filed by Lankenau & Miller, LLP and The Gardner
      Firm, P.C.;

  (2) Sivova v. MF Global Holdings Ltd, Adv. Proc. No. 11-02881,
      filed by Outten & Golden LLP; and

  (3) Thielmann v. MF Global Finance USA, Inc., Adv. Proc. No.
      11-02880 was filed by Klehr, Harrison, Harvey, Branzburg,
      LLP.

Counsel for the Thielmann Action sought the dismissal of the
Greene Action complaining that the suit is a copycat complaint
that adds nothing to the earlier filed Thielmann Action.

In appointing Outten & Golden as interim counsel, Judge Glenn
said administrative and judicial efficiency is best served by
appointing only one law firm as interim counsel.  Judge Glenn
also noted that while all firms representing the plaintiffs in
each action are capable, Outten & Golden was the first to file a
complaint against the Debtors.

A full-text copy of the memorandum of opinion and order dated
Jan. 30, 2012 is available for free at:

  http://bankrupt.com/misc/MFGlobal_Jan30MemoOpinion.pdf

                         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.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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)


MG GLOBAL: Status Report on Physical Assets Raises Questions
------------------------------------------------------------
Counsel to the SIPA Trustee, James B. Kobak, Esq., at Hughes
Hubbard & Reed LLP, in New York, informed the Court that the SIPA
Trustee received 12 customer responses to its Jan. 23 Order
directing MF Global Inc. customer, or their representatives,
claiming property in the form of physical assets to provide
written evidence of any physical property that the customer
contends has not been accounted for by the SIPA Trustee with
respect to the quantity and type of physical property held.

Physical assets include warehouse receipts, precious metal
certificates, shipping certificates, and other certificates or
other documents of title.

According to Mr. Kobak, the responses simply sought confirmation
of the amount and type of Physicals held by the SIPA Trustee on
their behalf.  He said 10 of the responses noted that the number
and type of Physicals held by the SIPA Trustee was consistent
with the customer's records.  The remaining two Customers, he
said, do not meet the criteria regarding the potential
discrepancies in the amount or type of Physicals as contemplated
by the Jan. 23 Order.

One customer, Daria Fane, challenged the valuation of her total
account value and seeks that the Physicals not be liquidated
until the parties can reach agreement.  Mr. Kobak explained that
the methodology used to calculate the amount required to be
deposited was uniform among all customers; that Ms. Fane was
provided with the various amounts used in the calculations; and,
as with all other similarly situated customers, her rights to
dispute anything about the SIPA Trustee's treatment of this
property is reserved for the expedited claims process.

Another customer, Paul Hamann, contended that warehouse receipts
should be treated as "securities," presumably under the SIPA.
Upon consultation with Mr. Hamann, he agreed that his issue is
best suited to be raised after the determination of his customer
claim, according to Mr. Kobak.

Mr. Kobak told Judge Glenn that the issues raised by Ms. Fane and
Mr. Hamann would be more appropriately addressed through the
claims process.  He noted that there had been several pre-
existing investigations into potential discrepancies between the
number and type of Physicals held by the SIPA Trustee for MFGI's
former customers.  Each of these pre-existing investigations
centered around a customer's pre-SIPA liquidation request to MFGI
to have their Physicals transferred from MFGI, he related.  Upon
investigation, the SIPA Trustee was able to confirm whether or
not those requests had been processed by MFGI pre-SIPA
liquidation and reflected on the books and records of MFGI, he
said.  There is now no discrepancy between the number and type of
Physicals currently being held by the SIPA Trustee, he insisted.

                         Status Report

MF Global Bankruptcy News, Issue No. 10, reported that the SIPA
Trustee apprised the Court on the status of the bulk transfer of
certificates of title and warehouse receipts that were held by
MFGI for its commodities customers at the time of its liquidation
per the Court's Dec. 9, 2011 instructions.

Based on the review of MFGI's books and records, at the time of
MFGI's liquidation, 151 of MFGI' s commodities customers'
accounts held 1,616 individual Physical Assets, primarily
precious metal certificates (gold, silver, copper and the like)
and agricultural commodities (soybean oil, soybeans, rice, etc.).
The value of the Physical Assets changes based on the underlying
prices of the Physical Assets, but the estimated value of the
Physicals is in the range of $100 to $130 million.

Counsel to the SIPA Trustee, James B. Kobak, Esq., at Hughes
Hubbard & Reed LLP, in New York, discloses that on December 2,
2011, the SIPA Trustee's counsel held a telephonic conference to
inform attorneys representing Physicals' holders that the SIPA
Trustee had sought the Court's permission to include the
Physicals as part of the third bulk transfer and discussed the
implementation impediments.  To resolve objections, the SIPA
Trustee offered more information on the request to transfer
Physicals along with the cash assets.  The Court authorized the
SIPA Trustee to proceed with the third bulk transfer.

On December 19, 2011, the SIPA Trustee's counsel held a
telephonic conference with certain attorneys for Physicals
holders to discuss the mechanisms for the transfers of
Physicals in the third bulk transfer.  The options are:

(1) The customer could deposit the difference in cash with the
   SIPA Trustee;

(2) The customer could opt to liquidate all of the customer's
   Physicals and receive the bulk transfer distribution entirely
   in cash;

(3) The customer could select which Physicals to liquidate to
   bring the value of the remaining Physicals under the 72%
   threshold and receive the remaining Physicals (plus cash) in
   the customer's bulk transfer distribution; additionally,
   rather than have the SIPA Trustee directly liquidate the
   Physicals, the customer could receive Physicals -- on a one
   -- day restricted basis -- to deliver them for sale and the
   proceeds would be returned to the SIPA Trustee for ultimate
   distribution; and

(4) The customer could negotiate with a receiving FCM to post the
   Difference the customer would be required to provide on the
   customer's behalf and likely encumber the Physicals upon
   transfer until the loan is repaid.

With respect to the fourth option, Vincent Schmeltz, Esq., at
Barnes & Thornburg LLP, in Chicago, Illinois, counsel for certain
Physical holders, proposed that he could speak to several FCMs
and see if any would consider taking all such similarly situated
customers en masse.  By e-mail and Web site posting on
January 11, 2012, the SIPA Trustee alerted all customers to the
four options and explained that he would liquidate their
Physicals after January 31, 2012, and make bulk transfer
distributions of their true up amount following this liquidation.

As of January 12, 2012, 1,112 of the 1,616 Physicals have been
transferred via bulk transfer to receiving FCMs or delivered to
receiving FCMs on a restricted basis to make delivery against the
customers' outstanding obligations to sell them, with the
proceeds returned to MFGI for pro rata bulk transfer back to the
customer, Mr. Kobak discloses.  These 1,112 Physicals were held
in 37 of the 151 affected accounts, he notes.  For the remaining
504 Physicals (associated with 114 accounts), the total value of
the Physicals exceeds 72% of the accounts' combined net
liquidating value, he states.

The SIPA Trustee will work diligently to implement the customers'
chosen option, Mr. Kobak adds.

                         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.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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: Ch. 11 Trustee Proposes Morrison Foerster as Counsel
---------------------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings Ltd. and its affiliates, seeks the Court's
permission to employ Morrison & Foerster LLP as his counsel, nunc
pro tunc to November 28, 2011.

As the Chapter 11 Trustee's counsel, Morrison & Foerster will:

  (a) advise the Chapter 11 Trustee with respect to his powers
      and duties as Trustee and in the continued management and
      operation of the businesses and properties of the Debtors;

  (b) attend meetings and negotiating with creditors and
      parties-in-interest;

  (c) advise the Chapter 11 Trustee in connection with any sale
      of assets in these Chapter 11 cases;

  (d) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on behalf
      of the Chapter 11 Trustee and the Debtors, defending any
      action commenced against the Chapter 11 Trustee or the
      Debtors, and representing the Debtors' interests in
      negotiations concerning all litigation in which the
      Debtors are involved, including, but not limited to,
      objections to claims filed against the Debtors;

  (e) prepare all motions, applications, answers, orders,
      reports, and papers necessary to the administration of the
      Debtors' Chapter 11 cases;

  (f) appear before the Court, any appellate courts, and the
      U.S. Trustee for Region 2 and protect the interests of the
      Debtors before those courts and the U.S. Trustee;

  (g) perform other necessary legal services to the Chapter 11
      Trustee in connection with the Debtors' Chapter 11 cases,
      including (i) analyzing the Debtors' leases and executory
      contracts and the assumption or assignment thereof, (ii)
      analyzing the validity of liens against the Debtors, and
      (iii) advising on corporate, litigation, and other legal
      matters; and

  (h) take all steps necessary and appropriate to bring the
      Debtors' Chapter 11 cases to conclusion.

Morrison & Foerster will be paid its professionals' customary
hourly rates, less a discount of 10%.  The professionals' current
hourly rates are:

        Title                      Rate per Hour
        -----                      -------------
        Partners                  $695 to $1,125
        Of Counsel                  $550 to $950
        Associates                  $380 to $685
        Paraprofessionals           $185 to $360

The specific professionals expected to have primary
responsibility in this engagement and their hourly rates prior to
the 10% discount are:

        Name/Title                Rate per Hour
        ----------                -------------
        Brett H. Miller, Esq.         $975
        Partner

        Lorenzo Marinuzzi, Esq.       $865
        Partner
        lmarinuzzi@mofo.com

        Melissa A. Hager, Esq.        $735
        Of Counsel
        mhager@mofo.com

        Vincent J. Novak, Esq.        $640
        Associate
        vnovak@mofo.com

        John A. Pintarelli, Esq.      $655
        Associate
        jpintarelli@mofo.com

        Erica J. Richards, Esq.       $595
        Associate
        erichards@mofo.com

        William M. Hildbold, Esq.     $445
        Associate
        whildbold@mofo.com

        Melissa M. Crespo, Esq.       $380
        Associate

        Laura Guido                   $280
        Paraprofessional

Morrison Foerster will also be reimbursed for expenses incurred.

Brett H. Miller, Esq., a partner at Morrison & Foerster LLP, in
New York, relates that his firm represents certain entities in
matters unrelated to the Debtors' Chapter 11 cases, a schedule of
which is available for free at:

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

Mr. Miller further notes that Morrison & Foerster separately
represents JPMorgan Chase, Bank of America and UBS in connection
with matters unrelated to these Chapter 11 cases. In order to
avoid any actual or apparent conflict of interest on the part of
Morrison & Foerster, the Chapter 11 Trustee, by application filed
on the same date as the Application, is seeking to retain Pepper
Hamilton as special conflicts counsel to represent the Chapter 11
Trustee, among other things, in all matters concerning those
parties.

In 2008, the Chapter 11 Trustee retained Morrison & Foerster to
assist in his role as the court-appointed examiner in the
SemCrude, L.P. et al., Chapter 11 case. Morrison & Foerster's
representation of the Chapter 11 Trustee in the SemCrude
case.  Morrison & Foerster will not represent the Chapter 11
Trustee or any of the Debtors in an adversary proceeding or other
litigation against any client of Morrison & Foerster without
obtaining appropriate waivers where necessary or appropriate, Mr.
Miller says.  Moreover, Morrison & Foerster will not represent
any client in any matter involving the Chapter 11 Trustee, the
Debtors or these Chapter 11 cases while retained as the Chapter
11 Trustee's counsel, he assures the Court.

Despite those disclosures, Morrison & Foerster is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                         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.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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: Ch. 11 Trustee Proposes Kasowitz as Conflicts Counsel
----------------------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings Ltd. and its affiliates, and the Debtors
jointly seek the Court's permission to employ Kasowitz, Benson,
Torres & Friedman LLP as conflict counsel and special
investigative counsel, nunc pro tunc to November 3, 2011 to March
31, 2012.

Kasowitz Benson will represent and advise the Chapter 11 Trustee
in connection with certain formal and informal investigative
matters and the transition of those matters to the Chapter 11
Trustee and his counsel at Freeh Sporkin & Sullivan.  Kasowitz
Benson will assist the Chapter 11 Trustee to analyze,
investigate, defend, cooperate with and respond to certain formal
and informal investigation matters that have been commenced or
may be commenced against the Debtors.

Because of the Debtors' quick and sudden collapse, they have
received numerous subpoenas or information requests from various
governmental agencies like the U.S. Securities and Exchange
Commission and the Commodity Futures Trading Commission requiring
the preservation, collection and review of voluminous data and
documents in the possession, custody or control of the Debtors.

Due to the commencement of a SIPA proceeding relating to the
Debtors' affiliate, MF Global Inc. and the appointment of a SIPA
trustee for that entity, numerous issues have arisen regarding
the obligations and responsibilities between and among the
entities concerning the ownership, control and preservation of
the relevant documents and data as well as the need to respond to
information requests and a subpoena from the SIPA Trustee.

The Debtors sought the advice and assistance of Kasowitz Benson
in connection with the Representative Matters because the
Debtors' primary bankruptcy counsel, Skadden, Arps, Slate,
Meagher & Flom LLP, was unable to represent the Chapter 11
Debtors in such matters because of actual or potential conflicts
of interest.

The principal Kasowitz Benson attorneys designated to represent
the Debtors and their current standard hourly rates are:

    Name/Title                      Rate per Hour
    ----------                      -------------
    Marc E. Kasowitz, Esq.              $1,100
    Partner
    mkasowitz@kasowitz.com

    David S. Rosner, Esq.                 $875
    Partner
    drosner@kasowitz.com

    Daniel J. Fetterman, Esq.             $850
    Partner
    dfetterman@kasowitz.com

    Aaron H. Marks, Esq.                  $800
    Partner
    amarks@kasowitz.com

    David J. Mark, Esq.                   $800
    Of Counsel
    dmark@kasowitz.com

    Jeffrey R. Gleit, Esq.                $640
    Partner
    jgleit@kasowitz.com

    Emilie Cooper, Esq.                   $435
    Associate
    ecooper@kasowitz.com

The billing rates of Kasowitz Benson professionals are:

          Title                  Rate per Hour
          -----                  -------------
          Partners              $550 to $1,100
          Special Counsel         $525 to $800
          Associates              $250 to $675
          Staff Attorneys         $235 to $390
          Paralegals              $135 to $225

The firm will also be reimbursed for expenses incurred.

David S. Rosner, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, discloses that his firm has represented,
currently represents, and may represent in matters totally
unrelated to the Debtors, a schedule of which is available for
free at:

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

To the extent issues may arise that would cause the Debtors or
the Chapter 11 Trustee to be adverse to the entities or any other
client of Kasowitz Benson so that it would not be appropriate for
the firm to represent the Debtors or Chapter 11 Trustee with
respect to the matters, the firm will inform the Chapter 11
Trustee.  Mr. Rosner assures the Court that Kasowitz Benson has
not represented, does not represent, and will not represent any
of such foregoing entities in matters directly related to the
Debtors or the Chapter 11 cases.

For those reasons, Kasowitz Benson is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy
Code, Mr. Rosner maintains.

                         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.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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: Ch. 11 Trustee Proposes Pepper Hamilton as Tax Counsel
----------------------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings Ltd. and its affiliates, seeks the Court's
permission to employ Pepper Hamilton LLP, as his special counsel,
nunc pro tunc to November 28, 2011.

As the Chapter 11 Trustee's special counsel, Pepper Hamilton will
render these services relating to:

  (a) Tax issues including: tax audits and refunds; affiliates
      (including off-shore captive insurance company); and
      employee benefit issues related to tax and Employee
      Retirement Income Security Act matters; and insurance
      matters affecting the Debtors' estates including off-shore
      captive insurance company, directors and officers
      insurance and errors and omissions insurance;

  (b) WARN Act Litigation matters captioned Green et al. v. MF
      Global Holdings Ltd., Adv. Case No. 11-0291 (MG) and
      Thielmann et al. v. MF Global Holdings Ltd. et al., Adv.
      Case No. 11-2880 (MG) and insurance litigation related to
      insurance claims, defenses and indemnities;

  (c) Advice regarding miscellaneous real estate issues
      involving leases, furniture, fixture and equipment
      relating to the Debtors' relocation and employment issues
      affecting the operation of the remaining business of the
      Debtors' estates;

  (d) Any matters as to which Morrison & Foerster LLP has a
      conflict involving JPMorgan Chase, Bank of America or UBS,
      A.G. and their affiliates;

  (e) Appearing before the Court and representing the Chapter 11
      Trustee's interests with respect to those matters for
      which Pepper has been engaged; and

  (f) Performing all other necessary legal services and
      providing all other necessary legal advice to the Chapter
      11 Trustee in connection with those matters for which
      Pepper Hamilton has been engaged.

The principal professionals at Pepper Hamilton who are expected
to have primary responsibility in this engagement are:

     Name/Title                          Rate per Hour
     ----------                          -------------
     Joseph Del Raso, Esq.                    $850
     Partner
     delrasoj@pepperlaw.com

     David B. Stratton, Esq.                  $700
     Partner
     strattond@pepperlaw.com

     David M. Fournier, Esq.                  $620
     Partner
     fournierd@pepperlaw.com

     Joan Arnold, Esq.                        $760
     Partner
     arnoldj@pepperlaw.com

     Kevin Johnson, Esq.                      $575
     Partner
     johnsonkm@pepperlaw.com

     Charles Leasure, Esq.                    $615
     Of Counsel
     leasurec@pepperlaw.com

     Evelyn J. Meltzer, Esq.                  $405
     Of Counsel
     meltzere@pepperlaw.com

     John H. Schanne, II, Esq.                $310
     Associate
     schannej@pepperlaw.com

     Christopher Lano                         $215
     Paralegal

Pepper Hamilton's representation of the Chapter 11 Trustee may
require the active participation of additional professionals
whose customary hourly rates are:

           Title                         Rate per Hour
           -----                         -------------
           Partner and Counsel            $380 to $825
           Associates                     $240 to $435
           Paraprofessionals               $75 to $215

Pepper Hamilton will also be reimbursed for expenses incurred.

David B. Stratton, Esq., a partner of Pepper Hamilton and co-
chair of the firm's Corporate Restructuring and Bankruptcy
Practice Group, in New York, discloses that his firm represented
and may represent these entities in matters unrelated to the
Debtors' Chapter 11 cases, a schedule of which is available for
free at:

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

In addition, Mr. Stratton discloses:

* Attorneys at Pepper Hamilton have advised Olympic Steel, Inc.
  in connection with certain forward contracts purchased through
  MF Global UK Limited.  MF Global UK is in administration in
  England and Morrison & Foerster, and not Pepper Hamilton, will
  be advising the Chapter 11 Trustee with respect to any matters
  regarding MF Global UK, its administration, and Olympic Steel.
  At the request of the U.S. Trustee for Region 2, Pepper
  Hamilton has built an informational screen pursuant to which
  those attorneys representing Olympic Steel will not represent
  the Chapter 11 Trustee and will not have access to any files
  concerning Pepper Hamilton's representation of the Chapter 11
  Trustee.

* AIG affiliates provide insurance coverage to Pepper Hamilton's
  clients and in that connection sometimes are the party paying
  Pepper Hamilton's bills.

* Pepper Hamilton represents JP Morgan Chase Bank, N.A. as part
  of a group of creditors in the Dow Corning's Chapter 11
  proceeding pursuant to a written prospective conflict waiver
  that permits Pepper Hamilton to be directly adverse to JPMC
  in all other matters.

* Pepper Hamilton assisted ePlus Technology Inc. in preparing a
  reclamation demand against MF Global Inc. but is not
  continuing to represent ePlus Technology Inc. with respect to
  that matter.

* Pepper Hamilton is able to be adverse to all UBS entities.

Despite those disclosures, Mr. Stratton insists that Pepper
Hamilton is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                         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.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

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.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

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.

The New York Stock Exchange has removed MFGI securities from
listing.

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)


MFJT LLC: Hearing on Case Dismissal Continued Until March 16
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until March 16, 2012, at 9:30 a.m., the hearing to
consider the motion to dismiss MFJT LLC's Chapter 11 case.

Lender BACM 2007-3 ALSIP Complex, LLC asked the Court to dismiss
or, in the alternative, modify the automatic stay to allow the
lender to foreclose on the Debtor's properties.

According to the lender, the Debtor, among other things, filed the
case in bad faith.

The lender is represented by:

         Timothy W. Brink, Esq.
         James R. Irving, Esq.
         Oksana Koltko, Esq.
         203 North LaSalle Street, Suite 1900
         Chicago, IL 60601
         Tel: (312) 368-4000
         Fax: (312) 236-7516
         E-mail: timothy.brink@dlapiper.com
                 jim.irving@dlapiper.com
                 oksana.koltko@dlapiper.com

                          About MFJT, LLC

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II - is the owner and operator of two separate
residential projects in Alsip and Merrinette Park, Illinois,
commonly known as Somerset Park Apartments and Somerset II.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 11-11819) on March 22, 2011.  Arthur G. Simon, Esq.,
David K. Welch, Esq., and Jeffrey C. Dan, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago, serve as the Debtor's bankruptcy
counsel.  The Debtor proposes to employ Tailwind Services, LLC as
its financial advisor.  The Debtor disclosed $16,137,365 in assets
and $17,952,853 in liabilities as of the Chapter 11 filing.


MFJT LLC: Plan Outline Hearing Continued until March 16
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until March 16, 2012, at 9:30 a.m., the hearing to
consider the confirmation of MFJT LLC's Modified Chapter 11 Plan.

Ballots accepting or rejecting the Plan are due March 5.
Discovery Cutoff is also set for March 5.  Exhibit List due by
March 7.  Objections, if any, to the Plan are due March 13.  The
Witness List is due by March 7.

The Plan filed on Dec. 19, 2011 is premised upon substantive
consolidation of the Debtors for all purposes related to the Plan,
including for purposes of voting, confirmation, distribution
to creditors, and administration.

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

    http://bankrupt.com/misc/MFJT_LLC_ds_1stamended.pdf

                          About MFJT, LLC

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II - is the owner and operator of two separate
residential projects in Alsip and Merrinette Park, Illinois,
commonly known as Somerset Park Apartments and Somerset II.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 11-11819) on March 22, 2011.  Arthur G. Simon, Esq.,
David K. Welch, Esq., and Jeffrey C. Dan, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago, serve as the Debtor's bankruptcy
counsel.  The Debtor proposes to employ Tailwind Services, LLC as
its financial advisor.  The Debtor disclosed $16,137,365 in assets
and $17,952,853 in liabilities as of the Chapter 11 filing.


MGM RESORTS: CityCenter Closes $240MM Sr. Secured Notes Offering
----------------------------------------------------------------
CityCenter Holdings, LLC, and CityCenter Finance Corp. have
completed their issuance of $240 million in aggregate principal
amount of senior secured first lien notes in a private placement.
The notes were priced at 104.75% of par and are additional notes
constituting a part of the same series as the $900 million in
aggregate principal amount of 7.625% senior secured first lien
notes due 2016 issued on Jan. 21, 2011.  CityCenter will use the
net proceeds from the offering, together with cash from its
balance sheet, to repay $300 million of the outstanding borrowings
under its $375 million senior credit facility.

The notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws and may not be
offered or sold in the United States or to any U.S. persons absent
registration under the Securities Act, or pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.  The notes were offered only to "qualified
institutional buyers" under Rule 144A of the Securities Act or,
outside the United States, to persons other than "U.S. persons" in
compliance with Regulation S under the Securities Act.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.25 billion on $5.55 billion
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.29 billion on $4.58 billion of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $27.85
billion in total assets, $17.91 billion in total liabilities and
$9.94 billion in total stockholders' equity.

                       Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

                          *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   "The rating upgrade reflects
MGM's solid performance thus far in 2011, and our expectation that
MGM will continue benefitting from improving performance trends on
the Las Vegas Strip, particularly on the lodging side of the
business," said Standard & Poor's credit analyst Ben Bubeck.  "MGM
maintains weak credit measures, including operating lease-adjusted
debt to wholly owned EBITDA of over 11x and EBITDA coverage of
interest of just 1.0x. Still, we believe recent strong performance
trends are reducing refinancing risk in the company's
intermediate- term debt maturities, and expect credit measures to
continue to gradually improve modestly in 2012."

In the Nov. 21, 2011, edition of the TCR, Moody's Investors
Service upgraded MGM Resorts International's Corporate Family and
Probability of Default ratings to B2, its senior secured rating to
Ba2, and its senior unsecured notes to B3. MGM has an SGL-3
Speculative Grade.  The B2 rating reflects Moody's view that
continued earnings improvement at MGM's 51% owned Macau joint
venture increases the likelihood of a dividend distribution that
would help improve the company's liquidity profile. The B2
Corporate Family Rating also reflects Moody's view that positive
lodging trends in Las Vegas will continue through 2012 and will
help improve MGM's leverage and coverage metrics modestly.


MID MICHIGAN CRUSHING: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Mid Michigan Crushing & Recycling LLC filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan its
schedules of assets and liabilities, disclosing:

    Name of Schedule              Assets        Liabilities
    ----------------            -----------     -----------
A. Real Property                        $0
B. Personal Property            $1,013,435
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                  $63,340
E. Creditors Holding
    Unsecured Priority
    Claims                                         $775,665
F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $50,213
                                -----------      -----------
       TOTAL                     $1,013,435        $952,558

A copy of Mid Michigan Crushing & Recycling LLC's schedules is
available for free at:

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

Mid Michigan Crushing & Recycling LLC is headquartered in Fenton,
Michigan.  It filed for Chapter 11 bankruptcy (Bankr. E.D. Mich.
Case No. 11-35834) on Dec. 29, 2011. Judge Daniel S. Opperman
presides over the case.  Nikayela D. Lockett, Esq., at The Lockett
Law Firm, P.C., serves as the Debtor's bankruptcy counsel.


MOHEGAN TRIBAL: Amends Employment Pacts with Presidents and CEOs
----------------------------------------------------------------
The Mohegan Tribal Gaming Authority executed amended employment
agreements with Mitchell Grossinger Etess, President and Chief
Executive Officer of the Authority, and Jeffrey E. Hartmann,
President and Chief Executive Officer of Mohegan Sun.  These
agreements amend and restate the previous employment agreements
with each executive.

The terms of the agreements commenced as of Jan. 1, 2012, and
expire on June 30, 2015, with base annual salaries of $1,361,904
and $1,285,565, respectively, subject to increases to $1,402,762
and $1,324,133, respectively, effective July 1, 2012.  The
agreements contain automatic renewals for an additional three year
term unless either party provides notice to the other on or before
one year prior to the end of their agreement's stated term of an
intention to terminate at the stated termination date.

Each employment agreement provides that if the employee is
terminated for cause or if the employee voluntarily terminates his
employment, then the employee will not be entitled to any further
compensation.


                About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.


MOHEGAN TRIBAL: Early Tender Offer Period Expires
-------------------------------------------------
The Mohegan Tribal Gaming Authority has extended the early tender
period in its private exchange offers and consent solicitations
until 5:00 p.m., New York City time, on Feb. 22, 2012, the
expiration date for the exchange offers and consent solicitations.

As previously announced, the Authority is offering to exchange any
and all of its outstanding notes held by eligible holders for new
notes in a private exchange offer which includes a solicitation of
consents to certain amendments to the old notes and the indentures
governing the old notes.  The early tender date was previously
scheduled for 5:00 p.m., New York City time, on Feb. 17, 2012.

As of the previous early tender date, old notes had been tendered
into the exchange offers in amounts sufficient to satisfy the
minimum tender condition with respect to the old second lien notes
and the old 2014 notes and old 2015 notes, in the aggregate, but
not with respect to the old 2012 notes and old 2013 notes, in the
aggregate.  As of the previous early tender date, approximately
99.9% of the old second lien notes, approximately 83.6% of the old
2012 and old 2013 notes, in the aggregate, and approximately 91.8%
of the old 2014 and old 2015 notes, in the aggregate, had been
tendered into the exchange offers.

The exchange offers were launched on Jan. 24, 2012, and all other
terms of the exchange offers remain unchanged from the terms
announced at launch.

Withdrawal rights for old notes and the related consents tendered
into the exchange offers expired at 5:00 p.m., New York City time,
on Feb. 6, 2012, as scheduled, and there will be no withdrawal
rights for the remainder of the exchange offers.

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

                        http://is.gd/QEMCg8

                About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.


MPG OFFICE: Inks Letter Agreement with Christopher Norton
---------------------------------------------------------
MPG Office Trust, Inc., and MPG Office, L.P., entered into an
Employment Agreement with Christopher Norton, the Company's Senior
Vice President, Transactions, which supersedes and replaces Mr.
Norton's prior employment letter agreement with the Company, dated
March 1, 2011.

Mr. Norton's Employment Agreement has a term commencing on
Feb. 14, 2012, and ending on Dec. 31, 2014, subject to automatic
renewals for successive one-year periods unless either party
provides notice of its intention not to renew the Employment
Agreement not less than 60 days prior to the expiration of the
then-current term.  The Employment Agreement provides for an
annual base salary of $275,000.

Mr. Norton is eligible for annual cash performance bonuses under
the Company's incentive bonus plan.  The amount of his annual
bonus, if any, will be at the discretion of the Compensation
Committee of the Company's board of directors.

The Employment Agreement provides that if Mr. Norton's employment
is terminated by the Company without cause, and subject to his
execution and non-revocation of a general release of claims, he
will receive the following severance payments and benefits:

   * A lump-sum cash payment equal to the aggregate amount of (i)
     any unpaid prior year annual bonus, (ii) 100% of the sum of
     his annual base salary in effect on the date of termination
     plus the annual bonus earned by him for the most recently
     completed fiscal year of the Company preceding the
     termination, and (iii) a prorated annual bonus for the year
     in which the termination occurs; and

   * Certain health insurance benefits at the Company's expense
     for up to 18 months.

Mr. Norton's Employment Agreement contains confidentiality
provisions that apply indefinitely and non-solicitation provisions
that apply during the term of his Employment Agreement and for a
one-year period thereafter.

Effective as of Feb. 14, 2012, the Company and Jonathan Abrams,
the Company's Executive Vice President, General Counsel and
Secretary, entered into an amendment to Mr. Abrams' amended and
restated employment letter agreement, dated Dec. 31, 2008.  The
effect of the Amendment was to:

   * Reflect the change in Mr. Abrams' title to Executive Vice
     President from Senior Vice President, which occurred
     previously on Dec. 19, 2011;

   * Provide that Mr. Abrams' employment with the Company will be
     for a fixed term, ending on Dec. 31, 2014, subject to
     automatic renewals for successive one-year periods unless
     either party provides notice of its intention not to renew
     the employment letter not less than 60 days prior to the
     expiration of the then-current term.  Prior to the Amendment,
     Mr. Abrams' amended and restated employment letter agreement
     provided for at-will employment, and was not for a fixed
     period;

   * Reflect Mr. Abrams' current annual base salary of $300,000,
     which was previously established by the Company as of July 1,
     2009; and

   * Provide that if Mr. Abrams' employment is terminated by the
     Company without cause, and subject to his execution and non-
     revocation of a general release of claims, he will receive
     the following severance payments and benefits:

       (a) A lump-sum cash payment equal to the aggregate amount
           of (i) any unpaid prior year annual bonus, (ii) 100% of
           the sum of his annual base salary in effect on the date
           of termination plus the annual bonus earned by him for
           the most recently completed fiscal year of the Company
           preceding the termination, and (iii) a prorated annual
           bonus for the year in which the termination occurs; and

       (b) certain health insurance benefits at the Company's
           expense for up to 18 months.

Prior to the Amendment, Mr. Abrams' amended and restated
employment letter agreement provided for severance in the form of
a lump-sum cash payment equal to 100% of the sum of his then-
current annual base salary plus his then-current target bonus.

The terms of Mr. Abrams' amended and restated employment letter
agreement otherwise remain unchanged.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company also reported net income of $129.05 million on $249.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $45.79 million on $258.53 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.30
billion in total assets, $3.20 billion in total liabilities and a
$903.10 million total deficit.


MT. VERMONT: Auction for Baltimore City Property Today
------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland rescheduled to Feb. 23, 2012, the auction of 27
parcels of real property located in Baltimore City owned by Mt.
Vernon Properties, LLC.  The Auction will be held at 11:00 a.m. at
the offices of Alex Cooper Auctioneers, Inc., 908 York Road,
Townson, Maryland 21204.  The order came after Carrollton Bank,
City National Bank, Fannie Mae, First Mariner Bank and Colombo
Bank, and Mt. Vernon submitted with the Court a stipulation and
consent order which settles the parties dispute.

The Debtor previously obtained Court permission to sell the
Property on Dec. 7, 2011, and scheduled Jan. 23, 2012, as the
auction date.

As previously reported by the TCR on Jan. 30, 2012, Mt. Vernon
asked the Court to dismiss its Chapter 11 case asserting that
moving forward with the sale will leave no funds available for
distribution to unsecured creditors.  On Jan. 9, 2012, Fannie Mae
asked the Court to strike the Debtor's Sale Motion withdrawal.

The Court will conduct a sale hearing for approval of the High
Bids, whether cash bids or credit bids, on Feb. 27, 2012, at 3:00
p.m.

                    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.


MW GROUP: Can Use BOA Cash Collateral on a Final Basis
------------------------------------------------------
Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western
District of North Carolina has authorized MW Group, LLC, on a
final basis, to use the cash collateral of Bank of America, N.A.,
as successor-in-interest to LaSalle Bank National Association,
pursuant to the terms of the budget.

In addition to the existing rights and interests of BOA in the
Cash Collateral and for the purpose of attempting to provide
adequate protection for the interests of BOA, BOA will have a
continuing lien and security interest in all postpetition assets
of the Debtor, to the same extent, type and priority as BOA has in
the Pre-Petition Collateral.  In addition to the Post-Petition
Security Interests, BOA is granted a super-priority administrative
claim under Sections 503(b)(1), 507(a), and 507(b) of the
Bankruptcy Code.

As adequate protection, the Debtor agrees to pay BOA principal and
interest at the non-default rate of interest as set forth in the
Budget.

A copy of the cash collateral order is available for free at:

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

Prior to the Petition Date, the Debtor and BOA entered into, among
other things, these loan and collateral documents:

   (a) Loan Agreement dated as of June 1, 2003;

   (b) a Note, dated as of June 1, 2003, in the principal amount
       of $6.25 million;

   (c) a Deed of Trust covering its apartments known as Weyland
       and Weyland II, located in Charlotte, Mecklenburg County,
       North Carolina, and securing the Note dated as of June 1,
       2003;

   (d) an Assignment of Rents and Leases further securing the Note
       as of June 1, 2003; and

   (e) Assignment of Plans, Permits and Contracts dated as of
       June 1, 2003, from the Debtor to LaSalle;

The Debtor defaulted under the Note and Deed of Trust by failing
to pay the entire outstanding balance due under the Note upon
maturity of the Note.  As of the Petition Date, BOA contends the
principal and interest amount due from Debtor is $5.64 million,
plus additional fees, costs, and expenses.

On March 3, 2011, BOA instituted a foreclosure action in the North
Carolina Superior Court, Mecklenburg County, Case No. 2011-SP-
2031.  The foreclosure sale subsequently was held on Oct. 14,
2011, at which time, BOA bid in the full amount of its debt.

The Debtor sought authorization to use the Cash Collateral in
order to preserve and maintain the Property.  The Debtor asserted
that the proposed use of Cash Collateral is necessary for the
continued operation of its business.

                          About MW Group

Charlotte, N. Car.-based MW Group, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and
liabilities of $8.42 million.  Donald R. James signed the petition
as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


NATIVE WHOLESALE: Violi Firm OK'd on Regulatory Compliance Matters
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Native Wholesale Supply Company to employ the law
offices of Leonard Violi, LLC, as its special counsel.

As reported in the U.S. Bankruptcy Court for the Troubled Company
Reporter on Nov. 29, 2011, as special counsel, the Violi Firm
will:

   (a) provide all necessary information to general counsel for
       the Debtor;

   (b) assist, if necessary, in negotiating and preparing on
       behalf of the Debtor of a plan of reorganization and all
       related documents;

   (c) assist general bankruptcy counsel, if necessary, as needed,
       in connection with the Chapter 11 case; and

   (d) perform legal services for the Debtor unrelated to the
       bankruptcy, such as ongoing regulatory compliance matters.

The Debtor will pay Violi Firm to render professional services as
well as with respect to all other matters it has traditionally
worked on for a flat monthly fee of $10,000.

Leonard Violi, Esq., assures the Court that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them within the United States.  It purchases the products
from Grand River Enterprises Six Nations, Ltd., a Canadian
corporation and the Debtor's only secured creditor.  Native is an
entity organized under the Sac and Fox Nation and has its
principal place of business at 10955 Logan Road in Perrysburg, New
York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counseil

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.


NATIVE WHOLESALE: Taps Eberle Berlin to Handle Idaho Actions
------------------------------------------------------------
Native Wholesale Supply Company asks the U.S. Bankruptcy Court for
the Western District of New York for permission to employ Eberle,
Berlin, Kading, Turnbow & McKlveen, Chartered as special counsel.

The Eberle Firm represents the Debtor in two actions pending in
the State of Idaho.  The Eberle Firm has also been counsel to the
Debtor on all matters involving the Idaho Actions since their
initiation in 2008.

The Eberle Firm will:

   -- be the Debtor's special counsel with respect to all mattes
      pertaining to the Idaho Actions; and

   -- assist the general bankruptcy counsel as needed.

The services of the eberle Firm under a general retainer are
necessary to enable the ebtor to execute faithfully its duties as
debtor-in-possession.

To the best of the Debtor's knowledge, the partners and associates
of the Eberle Firm do not have any connection with the debtor, its
creditors, or any other party-in-interest, or its respective
attorneys.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them within the United States.  It purchases the products
from Grand River Enterprises Six Nations, Ltd., a Canadian
corporation and the Debtor's only secured creditor.  Native is an
entity organized under the Sac and Fox Nation and has its
principal place of business at 10955 Logan Road in Perrysburg, New
York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

No trustee, examiner or creditors' committee has been appointed in
the case.


NAVISTAR INTERNATIONAL: Stockholders OK Board Declassification
--------------------------------------------------------------
Navistar International Corporation held its annual meeting of
stockholders on Feb. 21, 2012.  The Company's stockholders
approved an amendment to the Company's Restated Certificate of
Incorporation to declassify the Board of Directors.  David D.
Harrison, Steven J. Klinger and Michael N. Hammes were elected to
the Board to serve a one-year term expiring at the 2013 Annual
Meeting of the Stockholders and until their successors are duly
elected and qualified.  The Company's stockholders approved the
ratification of the selection of KPMG LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Oct. 31, 2012, and approved the advisory vote on executive
compensation.

The remaining directors who did not stand for election at the
Annual Meeting and whose terms of office as directors continued
after that meeting are Eugenio Clariond, Diane H. Gulyas, Stanley
A. McChrystal, James H. Keyes, John D. Correnti, Daniel C. Ustian
and Dennis D. Williams.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet as of Oct. 31, 2011, showed $12.29
billion in total assets, $12.26 billion in total liabilities, $5
million in redeemable equity securities, and $23 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEBRASKA BOOK: Posts $18.7 Million Net Loss in Fiscal 3rd Quarter
-----------------------------------------------------------------
NBC Acquisition filed its quarterly report on Form 10-Q, reporting
a net loss of $18.7 million on $76.4 million of revenues for the
three months ended Dec. 31, 2011, compared with a net loss of
$16.3 million on $69.2 million of revenues for the three months
ended Dec. 31, 2010.

Costs directly attributable to the Chapter 11 proceedings were
$5.3 million for the quarter ended Dec. 31, 2011, and primarily
are advisor fees related to the Chapter 11 proceedings.
Reorganization items include $1.1 million associated with
modifications to the DIP Credit Agreement.

Interest expense, net for the quarter ended Dec. 31, 2011,
decreased $4.2 million to $8.6 million from $12.8 million for the
quarter ended Dec. 31, 2010, primarily due to a $5.9 million
decrease in interest on the Pre-Petition Senior Subordinated Notes
and Pre-Petition Senior Discount Notes as a result of ceasing to
pay and record interest at the Petition Date.  This decrease was
partially offset by a $2.6 million increase in interest for the
DIP Term Loan Facility, which was issued subsequent to the
Petition Date.

Income tax benefit for the quarter ended Dec. 31, 2011, was
$3.5 million compared to $9.8 million for the quarter ended
Dec. 31, 2010.

For the nine months ended Dec. 31, 2011, the Company has reported
a net loss of $134.1 million on $382.2 million of revenues,
compared with a net loss of $12.5 million on $414.4 million of
revenues for the nine months ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$517.8 million in total assets, $691.2 million in total
liabilities, $14.1 million of Series A redeemable preferred stock,
and a stockholders' deficit of $187.5 million.

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

                       http://is.gd/P5zQ9g

                       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 has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.


NEDAK ETHANOL: TNDK Holds 34.2% of Common Membership Units
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, TNDK, LLC, disclosed that, as of Dec. 31, 2011, it
beneficially owns 6,000 Common Membership Units of NEDAK Ethanol,
LLC, representing 34.2% of the units outstanding.

On Dec. 30, 2011, the Company entered into a Letter Agreement with
TNDK pursuant to which TNDK agreed to invest $5,000,000 in the
Company as part of the Company's private offering of up to 1,500
Class B Preferred Membership Units at $10,000 per unit.  The
investment by the Reporting Person was subject to certain
conditions which were satisfied by the Company on Dec. 31, 2011.
In connection with the closing of the Class B Offering, the
Company issued to the Reporting Person 500 Class B Units at a
price of $10,000 per unit for an aggregate purchase price of
$5,000,000.

The purchase price was financed with borrowings from Tenaska
Energy, Inc., and Tenaska Energy Holdings, LLC, affiliates of the
Reporting Person.

Pursuant to the Company's Fifth Amended and Restated Operating
Agreement, the Class B Units issued to the Reporting Person as
part of the Class B Offering are convertible into Common Units at
a conversion rate of 12 Common Units for each one Class B Unit.

Pursuant to the terms of the Company's Operating Agreement, and as
a result of the acquisition of the Class B Units, the Reporting
Person has the right to appoint two persons to serve as members of
the Company's Board of Directors.

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

                       http://is.gd/pGFEne

                       About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

The Company reported a net loss of $2.08 million on $94.77 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $9.23 million on $67.53 million of revenue during the
prior year.

The Company reported a net loss of $3.56 million on $114.10
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $3.61 million on $66.82 million
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$80.94 million in total assets, $50.97 million in total
liabilities, all current, and $29.96 million in total members'
equity.

As reported by the TCR on April 7, 2011, McGladrey & Pullen, LLP,
in Sioux Falls, South Dakota, 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 there
is uncertainty as to the Company's ability to cure credit
agreement defaults and, therefore, to secure additional funds
needed to fund ongoing operations.

                       Bankruptcy Warning

The Company entered into the following agreements with AgCountry
Farm Credit Services, FLCA, regarding the Company's senior secured
credit facility for the provision of construction and permanent
debt financing for our ethanol plant: a Master Credit Agreement
dated Feb. 14, 2007, and several supplements including the Seventh
Supplement and Forbearance agreement to the Master Credit
Agreement effective Feb. 1, 2011.  As of Sept. 30, 2011, the
Company had $34,000,008 outstanding under the Facility.

The Company is actively negotiating with the Lender to convert the
construction financing to operating lines and to modify the loan
covenants to reflect current industry economics.  These
negotiations have taken a considerable amount of time due to the
number of lenders involved, the Company's overall liquidity and
the interests of a diverse group of stakeholders.  The Company
cannot predict whether the Lender will agree to modify any of
those covenants, but the Company does expect a resolution soon.
To the extent the Company is unable to modify those covenants, it
may not be possible to meet them unless the commodities markets
the Company operates in move in favorable directions.  Until the
Company is able to comply with the covenants under the Loan
Agreements, the Lender may take a variety of actions, including
immediately accelerating the repayment of all outstanding debt
under the Loan Agreements.  Such acceleration could entitle the
Lender to liquidate all of the Company's assets, and would likely
lead to the Company's bankruptcy, reorganization or winding up of
its affairs.


NEUROLOGIX INC: Hires GRP Inc. as Financial Advisor
---------------------------------------------------
Neurologix, Inc., entered into a limited engagement agreement with
Global Resource Partners, Inc., with services commencing
retroactively from Feb. 10, 2012.

Under the terms of the Agreement, GRP Inc. will provide to the
Company, on a non-exclusive basis, consulting and financial
advisory services on a month-to-month basis, terminable upon five
days written notice.  GRP, Inc., will, among other things, provide
consulting services similar in nature and scope to that of the
Company's Acting Chief Financial Officer, assist the Company in
preparing financial models and other similar confidential
information schedules, and assist the Company with its capital
sourcing objectives.  GRP, Inc., will receive a reduced fee of
$10,000 per month.  GRP, Inc., and the Company agree to indemnify
and hold each other harmless from and against any and all losses,
claims, damages or liabilities to which either party may become
subject to under any statute or the common law or otherwise
arising out of the subject matter of the Agreement, unless those
losses result from such party's recklessness or gross negligence.

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEW ENGLAND BUILDING: Hearing Today on Cash Collateral Use
----------------------------------------------------------
New England Building Materials, LLC, will return to the Bankruptcy
Court today, Feb. 23, for another hearing on its request to use
cash collateral.

On Feb. 17, the Debtor obtained a preliminary interim order
authorizing it to use cash collateral and obtain credit.  Pursuant
to that order, the Debtor is authorized to expend up to a total of
$300,000 to pay necessary expenses in accordance with a budget.
None of the funds, however, will be expended to fund professional
fees or prepetition insurance premiums.

The Feb. 17 Order permits the Debtor to borrow from TD Bank N.A.
up to the maximum amount of $300,000.

Secured creditors TD Bank, Richard I. Thompson, Timothy O. White
Revocable Trust, Emery G. Olcott, Richard A. Molyneux Revocable
Trust and Seaboard International Forest Products LLC are the only
creditors that claim a lien or other interest in the Debtor?s cash
collateral.

In order for the Debtor to continue in operation, and maximize the
value of its cash collateral and of its business for the benefit
of its creditors, including the Secured Creditors, the Debtor said
it needs to use cash to meet payroll and generally to meet
ordinary and necessary business expenses.  The Debtor said it will
suffer immediate and irreparable injury if it is not immediately
permitted to use cash collateral and borrow additional funds.

The Debtor will provide adequate protection to the Secured
Creditors on account of its use of cash collateral by granting the
Secured Creditors replacement liens in assets of the Debtor
acquired after the Filing Date through to Feb. 23, 2012, such
replacement liens to be in amounts equal to the amount of cash
collateral actually used by the Debtor and to the extent of the
liens of Secured Creditors in the cash collateral of the Debtor as
of the Filing Date.

Prior to the Petition Date, the Debtor entered into a loan
arrangement with TD Bank, and the Lender provided pre-petition
financial accommodations to the Debtor as evidenced by a Loan and
Security Agreement dated May 27, 2010, as amended.  Pursuant to
the Line of Credit, the Debtor granted Lender a security interest
in certain business assets.  The maximum amount funds available to
the Debtor under the Line of Credit is the lesser of (x)
$7,500,000, and (y) 75% of eligible accounts receivable, plus and
up to 60% of eligible inventory, less reserves and amounts posted
in letters of credit.  As of the bankruptcy filing date, the
principal balance due and owing by the Debtor under the Line of
Credit was $4,446,351.

In its motion, the Debtor requested authority to use cash
collateral through to and including May 31, 2012.  As of the
Filing Date, the total value of the Debtor?s cash collateral is
$7,117,581.  As of the Filing Date, the balance outstanding on the
Line of Credit represents roughly 62% of the value of the Debtor?s
cash collateral.

The Debtor is projecting that through May 31, 2012, it will have
liquidated unprofitable operations, and the assets that served
these operations; it will have satisfied a substantial amount of
the secured claims of TD Bank, and it will have restructured its
business into a viable business entity that will be in a position
to propose, fund and consummate a plan of reorganization for the
benefit of all creditors of the estate.

Through this process, the Debtor is projecting that the
outstanding balance on the Line of Credit as of May 31, 2012, will
be roughly 48% of the value of cash collateral, a substantial
reduction from the 62% level that exists on the Filing Date.

TD Banknorth may be reached through:

          Joshua R. Dow, Esq.
          PEARCE & DOW, LLC
          Two Monument Square, 9th Floor
          P.O. Box 108
          Portland, ME 04112-0108
          E-mail: jdow@piercedow.com

               About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
Windsor Associates LLC serves as financial advisors.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Richard I. Thompson,
chief financial officer.


NEW ENGLAND BUILDING: Sec. 341 Creditors Meeting on March 20
------------------------------------------------------------
The U.S. Trustee in Portland, Maine, will convene a meeting of
creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of New England Building Materials LLC, on March 20, 2012, at 10:00
a.m. at U.S. Trustee's Room 302, Portland.

Governmental units have 180 days from date of filing of the case
or the date of conversion to file a proof of claim.  Proofs of
claim for all other creditors are due by June 18, 2012.

               About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
Windsor Associates LLC serves as financial advisors.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Richard I. Thompson,
chief financial officer.


NEW ENGLAND BUILDING: Taps Pierce Atwood as Special Counsel
-----------------------------------------------------------
New England Building Materials, LLC, said it requires legal
representation as to certain, discrete legal matters. More
specifically, the Debtor requires counsel regarding the
documentation and closing of certain contemplated post-petition
assets sales that the Debtor anticipates will be necessary in
order to successfully reorganize.  In this regard, the Debtor
seeks Bankruptcy Court permission to hire Pierce Atwood LLP as
special legal counsel.

Pierce Atwood has historically represented the Debtor with
relation to all its corporate legal work in general and its
various purchases and sales of assets in particular.

The hourly rate charged by the Pierce Atwood attorneys will vary
between $250 per hour and $420 per hour.  If a paralegal is
utilized, he or she will bill at $140 per hour.  The hourly rates
of attorneys at Pierce Atwood who will work on this engagement
are:

     a. Attorney Coggeshall: $420/hour;
     b. Michael Anderson: $250/hour; and
     c. Jana Magnuson: $260/hour.

Bruce A. Coggeshall, Esq., of counsel at Pierce Atwood --
bcoggeshall@pierceatwood.com -- attests that his firm does not
hold or represent an interest adverse to the estate.  Mr.
Coggeshall said Pierce Atwood is owed $37,260 by the Debtor for
legal services rendered prior to the Petition Date; this claim is
unsecured.  Mr. Coggeshall said the firm does not believe that the
Pre-Petition Claim constitutes an interest adverse to the Debtor
with respect to the matters on which the firm is to be employed.

               About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
Windsor Associates LLC serves as financial advisors.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Richard I. Thompson,
chief financial officer.


NEW ENGLAND BUILDING: Hires Windsor Assoc. as Financial Advisors
----------------------------------------------------------------
New England Building Materials, LLC, seeks Bankruptcy Court
permission to hire Windsor Associates, LLC and John C. Thibodeau
-- windsor@maine.rr.com -- as financial advisors.  Windsor had,
prior to the filing of the Petition Date, served as financial
consultants to the Debtor.

Mr. Thibodeau attests that Windsor is disinterested and does not
have an adverse interest to the Debtor's estate.

Windsor maintains a $13,818.75 retainer for post-petition services
to be rendered to the Debtor.

With respect to fees and expenses incurred post-petition, the
Debtor proposes to pay to Windsor its customary hourly rates.

               About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.


NEWPAGE CORP: Meets Unified Opposition to New Bonus Program
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. will face unified opposition at a
hearing today, Feb. 23, from the official creditors' committee, an
ad hoc group of holders of secured notes, and the U.S. Trustee.
They are all against bankruptcy court approval of a bonus program
that could pay as much as $17.2 million to 15 top executives.

NewPage characterized the new bonus program as offering incentive
bonuses because payments are keyed to meeting targets for cash
flow, cost reductions, and improvements in worker safety.  If
approved, the new program would run until the end of 2012.

The U.S. Trustee and the committee nonetheless argue that the
proposal is a disguised retention bonus program. The committee
says that the cash-flow target is so low that qualifying for the
bonuses would simultaneously result in violating a covenant under
the loan agreement financing the reorganization.  The secured
noteholders and the committee fault the program for providing no
incentive for a prompt emergence from bankruptcy.

The bankruptcy court, with blessing from the committee, previously
approved a short-term bonus program that would pay as much as
$6 million for a year ended in June.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEXTWAVE WIRELESS: Solus Alternative Holds 9.9% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Solus Alternative Asset Management LP and its
affiliates disclosed that, as of Dec. 31, 2011, they beneficially
own 2,511,569 shares of common stock of Nextwave Wireless Inc.
representing 9.99% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/sgU2GB

As of Dec. 31, 2011, the Funds managed on a discretionary basis by
the Reporting Persons had the right to receive or the power to
direct the receipt of dividends or the proceeds from the sale of
the common stock.  One such account, SOLA LTD, had the right to
receive or the power to direct the receipt of dividends or the
proceeds from the sale of more than 5% of the Common Stock.

                      About NextWave Wireless

San Diego, Calif.-based NextWave Wireless Inc. (OTC QB: WAVE)
-- http://www.nextwave.com/-- is a wireless technology company
that manages and maintains worldwide wireless spectrum licenses.

                        Bankruptcy Warning

The Company's current cash reserves are not sufficient to meet its
payment obligations under its secured notes at their current
maturity dates.  Additionally, the Company will not be able to
consummate sales of its wireless spectrum assets yielding
sufficient proceeds to retire this indebtedness at the current
scheduled maturity dates.  If the Company is unable to extend
maturity beyond 2011, or identify and successfully implement
alternative financing to repay the Senior Notes and Second Lien
Notes, the holders of the Company's secured notes could proceed
against the assets pledged to collateralize these obligations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.  Insufficient capital to
repay the Company's debt at maturity would significantly restrict
its ability to operate and could cause the Company to seek relief
through a filing in the United States Bankruptcy Court.  Any
alternative financing or maturity extension of the Company's
secured notes may be costly to obtain, and could involve the
issuance of equity securities that could cause significant
dilution to the Company's existing stockholders and potentially
limit the Company's net operating loss carry forwards.

                       Going Concern Doubt

As reported in the TCR on March 23, 2011, Ernst & Young LLP, in
San Diego, Calif., expressed substantial doubt about NextWave
Wireless's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $784.6 million at Jan. 1, 2011, that is
associated with the maturity of its debt.  "The Company currently
does not have the ability to repay this debt at maturity."


OILSANDS QUEST: To Pay Bonuses to Keep Execs. While Under CCAA
--------------------------------------------------------------
Effective Feb. 13, 2012, Oilsands Quest Inc. entered into three
separate and essentially identical Retention Agreements with Annie
Lamoureux, Vice President and Controller, Simon Raven, Vice
President, Exploration and Development, and Garth Wong, President
and Chief Executive Officer of the Company.  To encourage the
executives to continue their service with the Company during the
Companies' Creditors Arrangement Act process, which was commended
on Nov. 29, 2011, the Agreements provide for the payment of a
retention bonus of 50% of the respective executive's base salary
at Jan. 1, 2012, less statutory deductions.

Pursuant to the Agreements, the payment of the Retention Bonus
will be made in two parts, one payment comprising fifty percent of
the Retention Bonus will be made within one month of the earlier
of the exit from the CCAA process, as approved by the Alberta
Court of Queen's Bench, or Dec. 31, 2012 or June 30, 2012.  The
second payment, comprising the remaining balance of the Retention
Bonus, is to be made within one month of the earlier of the Target
Date or Dec. 31, 2012.  If the Target Date occurs prior to June
30, 2012, the Executives will not be eligible for the second
payment.

                      About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

                          *     *     *

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc. (collectively, the "Oilsands Entities").

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands Entities
and creditors are stayed for a period of 30 days while the
Oilsands Entities explore financing and restructuring alternatives
and develop a comprehensive restructuring plan.  The Plan must be
approved by any affected shareholders and the Court in order to be
implemented.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

Oilsands Quest requested and obtained an extension of the
order providing creditor protection under the Companies' Creditors
Arrangement Act (Canada), which was to expire Feb. 17, 2012.
Creditor protection under the CCAA will now expire May 18, 2012,
unless further extended as required and approved by the Court.


OILSANDS QUEST: Gets Court OK for C$3.75-Mil. DIP Financing
-----------------------------------------------------------
Oilsands Quest Inc. has received Court approval of its previously-
announced DIP financing and its request to extend creditor
protection.  Court approval of the announced sale of the Company's
Eagles Nest asset has been delayed, because a second party has
come forward with a substantially higher offer for the asset.

The Alberta Court of Queen's Bench approved Oilsands Quest's
debtor-in-possession financing of CDN$3.75 million, to fund
ongoing operating costs and other expenses while the Company is
under creditor protection.  Advances under the DIP facility are
now available to the Company.

Oilsands Quest also requested and obtained an extension of the
order providing creditor protection under the Companies' Creditors
Arrangement Act, which was to expire Feb. 17, 2012.  Creditor
protection under the CCAA will now expire May 18, 2012, unless
further extended as required and approved by the Court.

Oilsands Quest previously stated that it would request Court
approval for the sale of its Eagles Nest property to an unrelated
third party for CDN$4.4 million.  However, on Feb. 15, 2012, the
Company received an additional offer to purchase the Eagles Nest
property from another third party.  Under this new offer, the
buyer would pay CDN$6 million for the asset, with a non-refundable
deposit of CDN$400,000.  In light of the late offer, the Court
delayed its decision on the asset sale until Feb. 22, 2012, to
allow time for the new offer to be evaluated fully and for any
additional prospective bidders to come forward.

Oilsands Quest continues to operate under the protection of CCAA
with the assistance of a Court-appointed monitor. The Company's
common shares remain suspended from trading until either a
delisting occurs or until the NYSE permits the resumption of
trading.

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licences, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.


ORLEANS HOMEBUILDERS: Dimensional Ceases to Hold 5% Equity Stake
----------------------------------------------------------------
Dimensional Fund Advisors LP filed an amended Schedule 13G with
the U.S. Securities and Exchange Commission disclosing that, as of
Dec. 31, 2011, it beneficially owns 76,000 shares of common stock
of Orleans Homebuilders Inc. representing 0.4% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/wGYvZ5

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  Gerard S. Catalanello, Esq., and James J. Vincequerra,
Esq., at Duane Morris LLP, in New York; Lawrence J. Kotler, at
Duane Morris LLP, in Philadelphia, Pennsylvania; and Richard W.
Riley, Esq., and Sommer L. Ross, Esq., at Duane Morris LLP, in
Wilmington, Delaware, serve as counsel to the Official Committee
of Unsecured Creditors.

The Company estimated assets and debts at $100 million to
$500 million as of the Petition Date.

Orleans Homebuilders, Inc., in February 2011 completed its
financial reorganization and emerged from Chapter 11 protection as
a newly reorganized company.  Orleans emerged with $160 million in
new financing, including a $30 million revolving credit facility.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Orleans Homebuilders Inc. to 'B-' from 'D' and assigned
a 'B-' issue-level rating to the company's $130 million secured
term loan.  S&P also assigned a '3' recovery rating on the secured
term loan, indicating its expectation for a meaningful (50%-70%)
recovery in the event of a payment default.  The outlook is
stable.


OVERLAND STORAGE: Amends 5 Million Common Stock Prospectus
----------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No. 2 to Form S-3 relating to the
offer and sell up to an aggregate of 5,000,000 shares of the
Company's common stock from time to time in one or more offerings
and in amounts, at prices and on terms that the Company will
determine at the time of the offering.

The Company will provide the specific terms of the shares of its
common stock, including their offering price and the methods by
which the Company will sell the shares of its common stock, in
supplements to this prospectus.  The Company may offer and sell
the shares of its common stock on an immediate, continuous or
delayed basis directly to investors or through underwriters,
dealers or agents, or through a combination of these methods.  If
the Company uses agents, underwriters or dealers to sell any
shares of its common stock, the Company will name them and
describe their compensation in the applicable prospectus
supplement.

The Company's common stock is traded on The NASDAQ Capital Market
under the symbol "OVRL".  On Feb. 16, 2012, the last reported sale
price for the Company's common stock on The NASDAQ Capital Market
was $2.04 per share.  Any shares of the Company's common stock
sold pursuant to a prospectus supplement will be listed on The
NASDAQ Capital Market.

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

                        http://is.gd/eGk1vq

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERLAND STORAGE: Jon Gruber Discloses 7.3% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jon D. Gruber and his affiliates disclosed
that, as of Dec. 31, 2011, they beneficially own 1,713,000 shares
of common stock of Overland Storage representing 7.3% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/t4czkx

                     About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PHILADELPHIA ORCHESTRA: Wants Plan Filing Exclusivity Until May 11
------------------------------------------------------------------
The Philadelphia Orchestra Association and the Academy of Music of
Philadelphia, Inc., ask the Bankruptcy Court for entry of an
order extending the exclusive periods to file a chapter 11 plan of
reorganization for approximately 90 days, through and including
May 11, 2012, and the time to solicit acceptances of the plan
through and including July 10, 2012.

Anne M. Aaronson, Esq., at Dilworth Paxson LLP notes that the
Debtors operating a world renowned orchestra and performance
venue, and there are myriad large and complex issues that must be
addressed by the Debtors in these Chapter 11 Cases.  The Debtors
have focused substantial time and effort on stabilizing
operations, fundraising, negotiating with significant creditors,
and ensuring a smooth transition into chapter 11.  The Debtors
have also spent considerable time on employee-related issues,
including employee benefits and pension issues and the Debtors'
union contracts, which involved intense and lengthy negotiations.

Ms. Aaronson submits that the Debtors have made a great deal of
progress in these Chapter 11 Cases, including negotiating a
settlement agreement with Peter Nero and the Philly Pops and a new
collective bargaining agreement with the American Federation of
Musicians, Local 77.  Additionally, since the Petition Date, the
Debtors have managed their organizations in very difficult
economic times while also attending to the heightened requirements
of the bankruptcy process.  The Debtors are not seeking this
extension to delay administration of their Chapter 11 Cases or to
exert pressure on their creditors.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.

PINNACLE AIRLINES: FMR LLC Discloses 14.6% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 2,803,674 shares
of common stock of Pinnacle Airlines Corp representing 14.658% of
the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/9YmaWw

                  About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


PINNACLE AIRLINES: Wayne King Discloses 3.2% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wayne King and his affiliates disclosed that,
as of Feb. 16, 2012, they beneficially own 618,664 shares of
common stock of Pinnacle Airlines Corp. representing 3.23% of the
shares outstanding.  A full-text copy of the Schedule is available
for free at http://is.gd/grCSUs

                  About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


QUALTEQ INC: BofA Wins Bid to Transfer Case Venue to Chicago
------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey in Delaware granted the request of
Bank of America, N.A., to transfer the venue of the Chapter 11
cases of Qualteq, Inc., d/b/a VCT New Jersey, Inc., and its
debtor-affiliates to the U.S. Bankruptcy Court for the Northern
District of Illinois.  Brenda Helms, Chapter 7 Trustee for the
Estate of Pethinaidu Veluchamy and Parameswari Veluchamy, filed a
joinder to the request.  The Debtors, Sterling National Bank, and
Plami, S.A. de C.V. objected to the venue transfer.  Although the
members of the Official Committee of Unsecured Creditors are
geographically located closer to Chicago, Illinois than
Wilmington, Delaware, the Committee also opposes BofA's motion to
transfer venue and wants venue to remain in Delaware.

Judge Carey, however, pointed to various facts that warrant
transfer of the case, including, among others:

     -- Of the 5,258 creditors, only 10 are listed with addresses
        in Delaware, while 2,394 (or approximately 45.5%) are
        listed with addresses in Illinois and the remaining
        (approximately 55.5% are listed with addresses outside of
        Illinois;

     -- 77% of the total amount of the Debtors' outstanding
        scheduled indebtedness is payable to creditors scheduled
        with addresses in Illinois;

     -- The Debtors have disclosed $132.8 million in total debt,
        $103.1 million of which is owed to Illinois creditors;

     -- The Debtors have disclosed $99.8 million in secured debt,
        $76.1 million of which is owed to Illinois creditors.
        The Debtors also have disclosed $34 million in unsecured
        debt, $26.9 million of which is owed to Illinois
        creditors;

     -- All of the Debtors except Qualteq are Illinois entities
        and are headquartered in Illinois;

     -- The Debtors operate nine domestic facilities, including
        seven in Illinois, one in Iowa, and one in New Jersey.
        None of the Debtors' businesses are operated out of
        facilities located in Delaware; and

     -- 82% of the Debtors' assets (including real and personal
        property) are located in Illinois. None of the Debtors'
        assets are located in Delaware.

Judge Carey also pointed out that, as evidenced by the Monthly Fee
Statements filed by EisnerAmper LLP, as accountants and financial
advisors to the Committee, for the period from August 29, 2011
through October 31, 2011, EisnerAmper professionals traveled an
aggregate 49.7 hours to Chicago to review the Debtors' records and
conduct 75 hours of on-site analysis regarding the Debtors'
Chicago-based operations.  During the same period, EisnerAmper
professionals spent 2 hours reviewing records and analyzing
operations at Qualteq's New Jersey Facility (approximately 2.6% of
all on-site work conducted).

On Jan. 18, 2012, the Debtors filed a Disclosure Statement for
their Amended Joint Plan of Reorganization.  A hearing on the
Disclosure Statement is scheduled for March 27, 2012.  According
to Bill Rochelle, bankruptcy columnist at Bloomberg News, the plan
proposes to pay unsecured creditors in full with interest over
10 years.  Existing secured debt would be refinanced under the
plan.  Current suppliers will be paid in full six months after the
plan becomes effective.  Other unsecured creditors won't begin to
receive their payments until after current suppliers are fully
paid.  The plan allows existing shareholders to retain ownership.

A copy of Judge Carey's Feb. 16, 2012 Memorandum and Order is
available at http://is.gd/vcCy2Gfrom Leagle.com.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


RANCHER ENERGY: Posts $334,400 Net Loss in Dec. 31 Quarter
----------------------------------------------------------
Rancher Energy Corp. reported a net loss of $334,496 on $0 revenue
for the three months ended Dec. 31, 2011, compared with a net loss
of $1.4 million on $0 revenue for the same period ended Dec. 31,
2010.

For the nine months ended Dec. 31, 2011, the Company has reported
a net loss of $923,574 on $nil revenue as compared to a net loss
of $4.4 million on $nil revenue for the same period ended Dec. 31,
2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.9 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $3.5 million.

The Company expects to file its second amended proposed plan of
reorganization, and the disclosure statement for the proposed
plan of reorganization  with the Court before the end of the
Company's 2012 fiscal year-end (March 31, 2012).

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

                       http://is.gd/M0wRb5

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
Oct. 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring effort.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

As reported in the TCR on March 25, 2011, the Company delivered to
the Bankruptcy Court a first amended Chapter 11 plan of
reorganization, and first amended disclosure statement explaining
that plan.

The Company sold substantially all of its assets effective
March 1, 2011.


ROSELAND VILLAGE: Plan Outline Hearing Continued Until March 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
continued until March 6, 2012, at 12:00 p.m., the hearing to
consider adequacy of Disclosure Statement explaining G.B.S.
Holding, Ltd., and Roseland Village, LLC's proposed Plan of
Reorganization.

As reported in the Troubled Company Reporter on Nov. 11, 2011, the
Debtors proposed to develop the property and pay all creditors
the principal balance owed to them, plus interest at market rates,
over a five-year period.  As a backstop, the Debtors are proposing
to sell or allow a secured creditor to foreclose on the property
that serves as its collateral if payments are not made or
commenced to the satisfaction of the secured creditor at the end
of the fifth year from the Effective Date.

Based on the Debtors' calculations, if Roseland is developed as
they plan, there are sufficient assets to pay all of their
creditors 100% of the obligations owed to them.

Funding for the initial phase of development of infrastructure
will be sourced from deposits from a national builder and, if
necessary, loans from private equity sources.  Partnerships with
various municipal agencies and private investors can also be
developed to fund key components of the project's infrastructure.

Roseland Village owes its secured creditors approximately
$20,782,634.  Unsecured Claims without priority total $490,107.61.
Included in this amount is $422,987 owed to insiders.

On the other hand, GBS owes its secured creditors' Creditors in
the approximate amount of $23,079,101.56.  Unsecured Claims
without priority total $1,243,068.37.  Included in this amount is
$1,122,660.11 owed to insiders.

Equity Holders in both Roseland Village and GBS will maintain the
same equity interest that they had in the Debtors prior to the
filing of the Chapter 11 Petition.  The equity holders will only
receive a distribution if all non-insider creditors receive all
the payments that are set forth in the Plan.

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

        http://bankrupt.com/misc/roselandvillage.dkt69.pdf

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case.
DurretteCrump PLC serves as the Debtor's bankruptcy counsel.  In
its petition, the Debtor estimated assets of $50 million to
$100 million and debts $10 million to $50 million.  The petition
was signed by George B. Sowers, Jr., president, who serves as the
Debtor's designee pursuant to a court order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


SEAHAWK DRILLING: Chilton Investment Ceases to Own Common Stock
---------------------------------------------------------------
Chilton Investment Company, LLC, discloses that as of Dec. 31,
2011, it has has ceased to be the beneficial owner of any shares
of Seahawk Drillingm Inc.'s $0.01 par value Common Stock.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/k1kmHl

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  The deal was valued at about $176
million when it received court approval.

The purchase price for the acquisition will be funded by the
issuance of roughly 22.3 million shares of Hercules Offshore
common stock and cash consideration of $25 million, which will be
used primarily to pay off Seahawk's Debtor-in-Possession
loan.  The number of shares of Hercules Offshore common stock to
be issued will be proportionally reduced at closing, based on a
fixed price of $3.36 per share, if the outstanding amount of the
DIP loan exceeds $25 million, with the total cash consideration
not to exceed $45 million.  The deal closed on April 27, 2011.


SEAHAWK DRILLING: Lonestar Capital Ceases to Own Common Stock
-------------------------------------------------------------
Lonestar Capital Management LLC, et al., disclose that as of
Dec. 31, 2011, they have ceased to own any shares of Seahawk
Drilling, Inc.'s $0.01 par value common stock.

A copy of the Schedule 13G/A is available for free at:

                       http://is.gd/UfIUY6

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  The deal was valued at about $176
million when it received court approval.

The purchase price for the acquisition will be funded by the
issuance of roughly 22.3 million shares of Hercules Offshore
common stock and cash consideration of $25 million, which will be
used primarily to pay off Seahawk's Debtor-in-Possession
loan.  The number of shares of Hercules Offshore common stock to
be issued will be proportionally reduced at closing, based on a
fixed price of $3.36 per share, if the outstanding amount of the
DIP loan exceeds $25 million, with the total cash consideration
not to exceed $45 million.  The deal closed on April 27, 2011.


SNOKIST GROWERS: Signs $42.5 Million Sale to Truitt Brothers
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Snokist Growers has an agreement to sell the business
for $42.5 million to Truitt Brothers Inc.  Snokist is proposing
that the bankruptcy court require other bids by March 14.  The
auction would take place in the courtroom at a proposed hearing on
March 16 for approval of the sale.

According to the report, Truitt's offer includes $5.2 million cash
plus assumption of liabilities.  In addition, the buyer will pay
as much as $3 million more depending on future profits.  Snokist
project having $12.5 million cash after the sale is completed,
including cash already generated from the sale of inventory.
Snokist projects that the sale to Truitt "would likely pay all"
creditors in full.

The report notes that Del Monte Corp. also made an offer to buy
the business.  Since Del Monte wouldn't acquire the inventory and
Snokist didn't have financing to sell the remaining finished
product, the Truitt offer was "more favorable," according to Alex
Cereste, a turnaround manager not involved in the case.

                      About Snokist Growers

Headquartered in Yakima, Washington Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq., at Lane Powell, P.C., in Seattle.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.

The Committee is represented by Metiner G. Kimel, Esq., at
Kimel Law Offices.


STANFORD FINANCIAL: SIPC Opposes Taking Over Ponzi Liquidation
--------------------------------------------------------------
Investors in the R. Allen Stanford Ponzi scheme aren't entitled to
have their claims paid by the Securities Investor Protection
Corp., according to the brief filed last week by the SIPC in U.S.
District Court in Washington, Bloomberg News bankruptcy columnist
Bill Rochelle reported.

According to the report, the filing was in opposition to an effort
by the Securities and Exchange Commission to force SIPC to pay
Stanford's defrauded customers up to the limits contained in the
Securities Investor Protection Act.

Mr. Rochelle recounts that the SEC started the lawsuit in December
aimed at forcing SIPC to take over the liquidation of Stanford's
brokerage, Stanford Group Co.  In response to SIPC's papers, the
SEC can file another set of pleadings on Feb. 23.  U.S. District
Robert L. Wilkins in Washington will hold a conference on March 5
where he will have an opportunity to rule whether the Stanford
liquidation belongs under SIPC's wing.

SIPC argued in last week's filing that its fund can't be used to
pay Stanford's victims because the fraud involved certificates of
deposit issued by a bank in Antigua, not by a broker in the U.S.
that's a member of SIPC.  SIPC make a technical argument that
there are no "customers" because no one gave money or securities
to a broker for the purpose of safekeeping or sale.  Rather, SIPC
said that the defrauded investors sent their money to the bank in
Antigua and received physical possession of certificates of
deposit.  Thus, the Stanford broker was never in possession of
anyone's cash or securities.

If Wilkins decides that the SIPC fund should be used to pay
victims in part, the case will move to a district court in Texas
that will preside over what would then be a SIPC liquidation.

The case is Securities and Exchange Commission v. Securities
Investor Protection Corp., 11-mc-00678, U.S. District Court,
District of Columbia (Washington).

               About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is SEC
v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


T3 MOTION: Bruce Nelson Named Independent Director
--------------------------------------------------
The Board of Directors of T3 Motion, Inc., appointed Bruce K.
Nelson to serve as an independent director as defined in Rule 10A-
3(b)(1) of the Securities Exchange Act of 1934, as amended, for a
term of one year.  Mr. Nelson will also serve as the Chairman of
the Company's Audit Committee.

The Board of Directors determined that Mr. Nelson possesses
accounting or related financial management experience that
qualifies him as financially sophisticated within the meaning of
Section 803B of the NYSE Amex LLC Company Guide and that he is an
"audit committee financial expert" as defined by the rules and
regulations of the Securities and Exchange Commission.

Pursuant to a one year agreement with the Company, Mr. Nelson will
receive, subject to the approval of the Company's Compensation
Committee, a cash fee of $20,000 for his service on the Board of
Directors and an additional cash fee of $5,000 for his service on
the Audit Committee.  Upon execution of his agreement, Mr. Nelson
was awarded a 5-year option to purchase up to 25,000 shares of
common stock of the Company at an exercise price equal to the fair
market value of the common stock of the Company on the date of the
grant, such option vesting in full on the first anniversary of the
date of the grant.  The Company will also reimburse Mr. Nelson for
expenses related to his attending meetings of the Board of
Directors, meetings of the Audit Committee, executive sessions and
shareholder meetings.

Mr. Nelson, 57, served as Executive Vice President and Chief
Financial Officer of Global Clean Energy Holdings, Inc., from 2007
through 2011.  Before joining Global Clean Energy Holdings, Inc.,
he also served as Chief Financial Officer of US Modular, a private
technology company located in Irvine, California.  From 2002
through February 2007, Mr. Nelson served as Chief Financial
Officer of netGuru, Inc., a NASDAQ-listed global software and IT
service company.  Mr. Nelson served as a U.S. Naval Officer for
six years after graduating from the University of Southern
California, majoring in finance. Mr. Nelson holds a MBA degree
from Bryant University in Smithfield, Rhode Island.  He has also
served on the board of directors of a commercial bank, a NASDAQ-
listed technology company, and a privately held specialty
hospital.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company has incurred significant operating losses and has used
substantial amounts of working capital in its operations since its
inception.  The Company has an accumulated deficit of $50.7
million as of June 30, 2011, and has a net loss of $1.3 million
and used cash in operations of $3.9 million for the six months
ended June 30, 2011.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company also reported a net loss of $2.51 million on
$4.21 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $4.39 million on $3.62 million
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.10
million in total assets, $3.08 million in total liabilities and
$5.01 million in total stockholders' equity.


TANNIN, INC.: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tannin, Inc.
        P.O. Box 1010
        Orange Beach, AL 36561

Bankruptcy Case No.: 12-00593

Chapter 11 Petition Date: February 20, 2012

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Alexandra K. Garrett, Esq.
                  SILVER, VOIT & THOMPSON
                  4317-A Midmost Drive
                  Mobile, AL 36609
                  Tel: (251) 343-0800
                  Fax: (251) 343-0862
                  E-mail: agarrett@silvervoit.com

                         - and ?

                  Lawrence B. Voit, Esq.
                  SILVER, VOIT & THOMPSON
                  4317-A Midmost Drive
                  Mobile, AL 36609-5507
                  Tel: (251) 343-0800
                  E-mail: lvoit@silvervoit.com

Scheduled Assets: $54,396,740

Scheduled Liabilities: $2,379,421

The petition was signed by George A. Gounares, president.

Debtor's List of Its Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kelley Ouzts                       --                     $111,572
16 Market Street
Orange Beach, AL 36561

First Federal Bank                 --                      $56,650
1300 McFarland Boulevard, N.E.
Tuscaloosa, AL 35404

Cabaniss, Johnston                 --                      $50,000
63 Royal Street S.
Mobile, AL 36602

Baldwin County Revenue Commissioner--                      $13,625

Martin Copeland                    --                       $4,300

Cherry Bekaert Holland             --                       $4,140

RBC                                --                       $2,980

Wilkins Miller Hieronymus          --                         $350


TRIAD GUARANTY: Incurs $60.9 Million Net Loss in Dec. 31 Qtr.
-------------------------------------------------------------
Triad Guaranty Inc. reported a net loss of $60.93 million on
$57.18 million of total revenues for the three months ended
Dec. 31, 2011, compared with net income of $26.76 million on
$48.68 million of total revenues for the same period during the
prior year.

The Company reported a net loss of $107.76 million on $207.38
million of total revenues for the twelve months ended Dec. 31,
2011, compared with net income of $132.09 million on $254.72
million of total revenues a year ago.

Triad Guaranty's balance sheet at Dec. 31, 2011, showed $896.22
million in total assets, $1.59 billion in total liabilities and a
$703.57 million stockholders' deficit.

Ken Jones, President and CEO, said, "Stubbornly high unemployment,
tight credit and depressed home prices have prevented any
meaningful recovery in the housing market, which continues to
negatively impact our financial results.  During the fourth
quarter of 2011, we increased the frequency factors utilized in
our reserve calculation, which added approximately $30 million to
the loss for the quarter.  As necessary, we make refinements to
our reserve estimate each quarter to reflect actual experience.
Risk in default continued to decline during the fourth quarter,
but at a slower rate than we experienced during the previous five
quarters.  Settled claims declined 14% from the third quarter
while cures and newly reported defaults remained essentially flat
during the 2011 fourth quarter.  Persistency, the key driver of
our earned premiums, remained at elevated levels compared to
historical norms as many borrowers are finding it very difficult
to sell their homes."

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

                       http://is.gd/ufOKnq

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company is operating
the business in run-off under Corrective Orders with the Illinois
Department of Insurance and has reported a stockholders'
deficiency in assets at Dec. 31, 2010.

                       Bankruptcy Warning

A deficit in assets occurs when recorded liabilities exceed
recorded assets in financial statements prepared under GAAP.  A
deficiency in policyholders' surplus occurs when recorded
liabilities exceed recorded assets in financial statements
prepared under SAP.  A deficit in assets at any particular point
in time under GAAP is not necessarily a measure of insolvency.
However, the Company believes that if Triad were to report a
deficiency in policyholders' surplus under SAP for an extended
period of time, Illinois law may require the Department to seek
receivership of Triad, which could compel TGI to institute a
proceeding seeking relief from creditors under U.S. bankruptcy
laws, or otherwise consider dissolution of the Company.  The
second Corrective Order was designed in part to help Triad
maintain its policyholders' surplus.

The Company has prepared its financial statements on a going
concern basis under GAAP, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  However, there is substantial doubt as
to the Company's ability to continue as a going concern.  This
uncertainty is based on, among other things, the possible failure
of Triad to comply with the provisions of the Corrective Orders
and the Company's ability to generate enough income over the term
of the remaining run-off to overcome its $630.9 million deficit in
assets at Sept. 30, 2011.


TRIBUNE CO: Has Paid $230.7-Mil. to Advisors in Bankruptcy
----------------------------------------------------------
Tribune Co. and its debtor affiliates made payments totaling
$230,760,575 to bankruptcy professionals since their bankruptcy
filing in December 2008, according to a December 2011 monthly
operating report filed with the Court.

For the period November 21, 2011 to December 25, 2011, the
Debtors paid $11,001,404 in fees and expenses to Sidley Austin
LLP and scores of restructuring advisors.

Tribune also posted a net income of $62,068,000 for the period
November 21, 2011 to December 25, 2011, compared to $43,342,000
million for the period ended November 22, 2010 to December 26,
2010.

In late January, Chicago Tribune has offered a buyout package to
newsroom staff to cut employees.

Crain's Chicago Business notes that the company is searching
other revenue streams to offset a decline in print advertising
and readership in the past several years.  To that end, Chicago
Tribune is launching a literary section called Printers Row that
will be sold separately to the paper's subscribers for $99 per
year and to nonsubscribers for $149, the report noted.

Douglas Baird, a professor at the University of Chicago Law
School, notes that the overhang of bankruptcy could make it more
difficult to boost profits because top talent is often reluctant
to join a company in bankruptcy proceedings, Crain's Chicago
Business relayed.  Indeed, Tribune management is likely to be
revamped following the designation of a new board, the report
said.  The board members will be selected in conjunction with the
approval of a reorganization plan, the report added.

                        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.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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)


TRIBUNE CO: Hearing on Supplemental Disclosures on March 23
-----------------------------------------------------------
Tribune Company and its debtor affiliates; the Official Committee
of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo,
Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A. submitted to
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware a modified Third Amended Joint Plan of
Reorganization and accompanying supplemental disclosure document,
as modified on February 20, 2012.

On December 29, 2011, the Court issued an opinion and related
order that clarified and modified certain aspects of the
October 31, 2011 opinion denying confirmation of the Competing
Plans.   On January 24, 2012, Judge Carey established deadlines
for the (i) resolution of the Allocation Disputes and (ii)
consideration of the DCL Plan Proponents' Supplemental Disclosure
Document, Solicitation Procedures Motion and the Third Amended
Joint Plan.

The Third Amended Plan contains modifications that conform to the
Confirmation Opinion, as modified by the Reconsideration Opinion,
and miscellaneous provisions.

             Other Parent Claim Allocation Matter

The Third Amended Plan provides that holders of claims will
receive the same distributions as those provided under the Second
Amended Plan of Reorganization subject to any further adjustments
necessary to reflect the adjudication or resolution of the
Allocation Disputes.

Pursuant to the Allocation Dispute Protocol under the Third
Amended Plan, the Court will determine:

(1) Whether and to what extent the Distributions under Article
   III of the Third Amended Plan or the priority of
   distributions from the Creditors' Trust must be adjusted in
   order for the distributions under the Third Amended Plan to
   satisfy the applicable requirements of the Bankruptcy Code in
   connection with assertions that any category of Other Parent
   Claims should or should not be entitled to benefit from the
   PHONES Subordination Provisions and the EGI-TRB LLC
   Subordination Provisions;

(2) the distributions under the Third Amended Plan will be
   modified to reflect such a determination or resolution; and

(3) certain other Allocation Disputes may be adjudicated or
   resolved at or in connection with an Allocation Dispute
   hearing scheduled for March 5, 2012, and subject to
   confirmation of a Chapter 11 Plan.

Tribune Chief Restructuring Officer Donald J. Liebentritt notes
that the adjudication or resolution of the Other Parent Claim
Allocation Matter may potentially impact to whom approximately
$30.8 million (if Low PHONES) or $37.6 million (if High PHONES)
will be distributed under the Third Amended Plan.  The DCL Plan
Proponents prepared a table summarizing how these amounts would
potentially be distributed if the Bankruptcy Court was to
determine that (i) all of the Other Parent Claims are entitled to
receive the benefit of the PHONES Subordination Provisions and
the EGI-TRB Subordination Provisions and (ii) none of the Other
Parent Claims are entitled to receive the benefit of the PHONES
Subordination Provisions or the EGI-TRB Subordination Provisions:

                                     Third   Only
                                     Amended Senior Noteholders
(In thousands)                        Plan    Benefit
                                     ------- ------------------
                                             Low          High
                                             PHONES      PHONES
                                             -------- ---------
Allowed Amount of PHONES Notes Claims     N/A $760,881 $1,196,823
Senior Noteholder Claims             $431,041 $461,016   $467,800
Other Parent Claims - Retirees        $37,843  $25,611    $22,920
Other Parent Claims - Trade & Other    $3,169   $2,145     $1,920
Other Parent Claims - Swap Claim      $54,403  $36,818    $32,950

In order to fully and fairly resolve any issues relating to or
implicated by the Other Parent Claim Allocation Matter, those
issues will be adjudicated or resolved pursuant to the Allocation
Dispute Protocol.

In the event (a) the Court was to determine that all of the Other
Parent Claims constitute "Senior Indebtedness" and "Senior
Obligations," and (b) the Litigation Trust was to recover gross
proceeds ranging between $0 and $750 million, then the Holders of
Senior Noteholder Claims and Other Parent Claims would
potentially receive these distributions under the Third Amended
Plan:

* projected distributions to holders of each of Senior
   Noteholder Claims, Retiree Claims and General Unsecured Trade
   Claims would equal to (a) 33.6% in the event the Litigation
   Trust was to recover no gross proceeds, (b) approximately
   46.6% in the event the Litigation Trust was to recover $250
   million of gross proceeds, (c) approximately 58.2% in the
   event the Litigation Trust was to recover $500 million of
   gross proceeds, and (d) approximately 69.8% in the event the
   Litigation Trust were to recover $750 million of gross
   proceeds; and

* projected distributions to the Holders of the Swap Claim
   would equal approximately 36.0% in the event the Litigation
   Trust was to recover no gross proceeds, $250 million of gross
   proceeds, $500 million of gross proceeds, or $750 million of
   gross proceeds.

If (a) the Court was to determine that (i) none of the Other
Parent Claims constitute "Senior Indebtedness," or "Senior
Obligations" and (ii) the PHONES are Allowed in the amount of
$1,196,823, and (b) the Litigation Trust was to recover gross
proceeds ranging between $0 and $750 million, then the Holders of
Senior Noteholder Claims and Other Parent Claims would
potentially receive these distributions under the Third Amended
Plan:

                                  Litigation Trust % Recovery
                                  ---------------------------
                           $0   $250-Mil.  $500-Mil.   $750-Mil.
                          ----- ---------  ---------   ---------
Senior Noteholder Claims   36.5%    50.0%     62.2%        74.3%
Swap Claim                 21.8%    21.8%     21.8%        21.8%
Retiree Claims             19.4%    25.8%     31.5%        37.3%
General Unsecured Trade
Claims                    19.4%    25.8%     31.5%        37.3%

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

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

After the Court has issued a decision on the Allocation Disputes
that are relevant for purposes of determining that the
distributions made under the Third Amended Plan, the DCL
Proponents will file and serve on the Parties and affected
Holders of Claims a notice setting forth all adjustments to the
Article III Distributions resulting from the resolution of the
Allocation Disputes, unless resolution of the Allocation Disputes
does not result in any adjustment to Article III Distributions.

In other modifications, the Third Amended Plan provides that the
effect of the releases under the Third Amended Plan is to
preclude third parties (including, without limitation, the
Creditors' Committee, any other estate representative and
individual creditors that are not deemed to have given a release
under Section 11.2 of the Third Amended Plan) from asserting, on
behalf of the Debtors' estates or otherwise, any Released Claims.

The Third Amended Plan also incorporated a language in its Bar
Order finding that each Plaintiff is hereby enjoined and
restrained from seeking relief or collecting judgments against
any Non-Settling Defendants in any manner that fails to conform
to the terms of this Bar Order, including, without limitation,
the proportionate judgment reduction provision set forth herein.

              Miscellaneous Provisions of Plan

A. Distribution to MSCS

  The Third Amended Plan clarifies that, with respect to
  distributions to be made to Holders of Senior Noteholder
  Claims under the Third Amended Plan, Reorganized Tribune will
  (a) withhold the amount of any consideration allocable to the
  Senior Noteholder Claims held by Morgan Stanley Capital
  Services Inc. and its affiliates, including, without
  limitation, Morgan Stanley & Co., Inc. and (b) hold
  that amount in a reserve pending a determination of the
  allowance of MSCS's Senior Noteholder Claims and MSCS's
  entitlement to those distributions.

B. Participation in the Step Two/Disgorgement Settlement

  The Third Amended Plan provides that any of the Step Two
  Arrangers and current or former Senior Lenders or Bridge
  Lenders that elected to participate in the Step
  Two/Disgorgement Settlement will be deemed to have elected to
  participate in the Step Two/Disgorgement Settlement in
  connection with the Third Amended Plan.  Any Potential Step
  Two Disgorgement Defendant that did not elect to participate
  in the Step Two/Disgorgement Settlement can still do so on or
  before the Confirmation Hearing or a later date as may be
  agreed to by the Step Two Arrangers.

C. Retention of Litigation Trust Valuation Expert

  The Third Amended Plan has been modified to clarify that the
  Debtors will retain a valuation expert to determine and
  provide to the Debtors an initial estimated fair market value
  of all Litigation Trust Assets to be transferred to the
  Litigation Trust.

In the Confirmation Opinion, the Court found persuasive Lazard's
January 2011 Reorganized Value Analysis and concluded that "the
Debtors' Total Distributable Value is . . . $7.019 billion."
Accordingly, the Debtors are updating the Court-approved
valuation of $7.019 billion to reflect the impact on value of
developments since completion of the January 2011 Reorganized
Value Analysis, Mr. Liebentritt says.  However, the Debtors are
still completing the valuation update.  The DCL Proponents expect
to provide additional disclosure regarding such update before the
hearing on the Supplemental Disclosure Document.

Full-text copies of the Feb. 20 DCL Plan and Supplemental
Disclosure Document are available for free at:

  http://bankrupt.com/misc/Tribune_Feb20DCLPlan.pdf
  http://bankrupt.com/misc/Tribune_Feb20DCLDS.pdf

Blacklined copies of the DCL Plan and Supplemental Disclosure
Document are available for free at:

  http://bankrupt.com/misc/Tribune_Feb20DCLPlan_blacklined.pdf
  http://bankrupt.com/misc/Tribune_Feb20DCLDS_blacklined.pdf

                  Supplemental Disclosure Doc
                     Hearing on March 23

Judge Carey scheduled for March 23, 2012, the hearing to consider
approval of the Solicitation Procedures Motion, including
approval of the Supplemental Disclosure Document.  Parties have
until March 9, 2012 to file any objections to the Solicitation
Procedures Motion.

                        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.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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)


TRIBUNE CO: Parties File Brief on Allocation Disputes
-----------------------------------------------------
Tribune Company and other parties-in-interest in its bankruptcy
case submitted to Judge Carey preliminary statements regarding
allocation disputes.

A. DCL Plan Proponents

On behalf of the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, says the Debtors currently do not
intend to take positions as to the merits of any of the
Allocation Disputes.  The Debtors believe the Allocation Disputes
are essentially intercreditor disputes.  He relates that the
Allocation Disputes are being resolved in conjunction with
confirmation of the Third Amended DCL Plan.

The Debtors are, however, prepared to present evidence relevant
to the adjudication of the Allocation Disputes concerning these
matters:

(A) Amount of the PHONES Notes Claims.  The Debtors have
   information regarding "the Allowed amount of the PHONES Notes
   Claims" and are prepared to submit testimony regarding the
   bases for the calculations of both the low and high PHONES
   Notes Claims amounts set forth in the Recovery Chart
   referenced in the Allocation Disputes Order.  The Debtors are
   also prepared to present evidence or testimony as to why the
   Debtors have used the low PHONES Notes Claims amount in their
   postpetition financial statements.  Any such testimony would
   be presented by Brian Whittman of Alvarez & Marsal.

(B) Other Parent Claims.  The Debtors have relevant information
   regarding the history, nature, and amounts of the claims of
   Retirees and of the claims of other general unsecured
   creditors of Tribune that are included in the category of
   Other Parent Claims.  Indeed, Wilmington Trust Company has
   served interrogatories on the Debtors seeking some of this
   information.  In response to that discovery, the Debtors have
   indicated that they will provide responsive information and
   are prepared to present testimony regarding the amounts of
   those claims.  The Debtors are also prepared to present
   testimony as to the history and nature of the claims included
   in the Other Parent Claims whose holders may not file
   Preliminary Statements or Opening Briefs.  Any such testimony
   would be presented by Mr. Whittman.

(C) Recovery Chart.  It is likely that the Recovery Chart will be
   relevant, Mr. Conlan says.  Because Mr. Whittman prepared the
   chart, the Debtors are prepared to present him as a witness
   to explain it and to answer any questions pertaining thereto.

The Debtors reserve the right to submit a response brief and to
present evidence and testimony responding to facts or issues
raised in the Opening Briefs filed pursuant to the Allocation
Disputes Order.

The Official Committee of Unsecured Creditors asserts that
neither the Article III Distributions nor the priority of
distributions from the Creditors' Trust and the Litigation Trust
must be adjusted for the distributions under the Plan to satisfy
the applicable requirements of the Bankruptcy Code.  The
Creditors' Committee believes that the receipt by the holders of
Other Parent Claims of initial distributions in percentage
recoveries that is equal to or higher than those received by the
Senior Noteholders does not result in unfair discrimination
against the Senior Noteholders.

In connection, the Creditors' Committee circulated to the parties
a draft chart setting forth the financial effect of the PHONES
Notes and EGI-TRB LLC Notes subordination and turnover provisions
on initial distributions under the Plan.  The Creditors'
Committee expects to provide the parties with additional charts
setting forth the effect of the Subordination Provisions on
creditor recoveries base.  In the event that the Parties agree to
the validity and admissibility of the subordination scenario
recovery charts, the Creditors' Committee would rely solely on
those subordination scenario recovery charts for its position on
the allocation disputes, and would not call any trial witnesses.

Oaktree Capital Management, L.P., on behalf of certain investment
funds and accounts it manages, asserts that the Swap Claim is
entitled to the benefits of the subordination provisions in the
PHONES Notes Indenture.  Oaktree also believes that the
beneficiaries of the subordination provisions of the PHONES Notes
Indenture are entitled to receive postpetition interest prior to
the Holders of PHONES Notes Claims receiving payment on their
Claims.  Oaktree intends to rely upon the testimony of (a) Brian
Whittman; and (b) any witnesses that may be required to
authenticate or admit into evidence the exhibits offered in
support of these positions.

Oaktree is represented by:

        Bruce Bennett, Esq.
        James O. Johnston, Esq.
        Joshua M. Mester, Esq.
        DEWEY & LEBOEUF LLP
        333 S. Grand Ave., Suite 2600
        Los Angeles, CA 90017
        Tel:             (231) 621-6000
        E-mail: bbennett@dl.com
                jjohnston@deweyleboeuf.com
                jmester@dl.com

B. Noteholders

Aurelius Capital Management, LP, and Law Debenture Trust Company
of New York, as successor indenture trustee under the March 19,
1996 Indenture; filed similar preliminary statements in
connection with the Allocation Disputes.

On behalf of Aurelius, Daniel H. Golden, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, avers that all of the
consideration provided by the Senior Lenders, Bridge Lenders, and
Settling Step Two Payees with respect to the Plan Settlement is
subject to the subordination provisions of the PHONES Notes
Indenture and the subordination agreement governing the EGI-TRB
LLC Notes.  Thus, all such consideration must be turned over by
the holders of PHONES Notes and the EGI-TRB LLC Notes to the
holders of "Senior Indebtedness" and "Senior Obligations," he
asserts.

Mr. Golden further notes that Other Parent Claims do not
constitute "Senior Indebtedness," as defined by the PHONES Notes
Indenture and the EGI-TRB Notes Subordination Agreement.
Allowing Other Parent Claims to receive distributions under the
Plan or from the Creditors' Trust or the Litigation Trust
breaches the contractual rights of the Senior Noteholders,
violates the Bankruptcy Code, or results in unfair discrimination
against the Senior Noteholders, Mr. Golden asserts.

Beneficiaries of the subordination provisions of the PHONES Notes
Indenture and the EGI-TRB LLC Notes Subordination Agreement are
not entitled to receive postpetition interest prior to the
Holders of PHONES Notes Claims receiving payment in full in
respect of their allowed prepetition Claims, Mr. Golden asserts.
To the extent the prepetition Claims of the beneficiaries of the
subordination provisions of the PHONES Notes Indenture and the
Holders of PHONES Notes Claims are paid in full, any subsequent
recoveries or distributions to such Claimants in respect of
additional interest will be paid on a pro rata basis, he adds.

Deutsche Bank Trust Company Americas, successor trustee under a
March 1, 1992 indenture, a January 30, 1995 indenture and a
January 1, 1997 indenture; David Kempner Capital Management LLC;
and Brigade Capital Management, LLC, separately join in Law
Debenture's preliminary statement.  The joinders say they did not
intend to call any witnesses during the Allocation Disputes
Hearing.

Wilmington Trust Company, in its capacity as successor indenture
trustee for the PHONES Notes, asserts that the allowed amount of
the PHONES Notes Claims should be $1,184,941,949, plus unpaid
interest that accrued before the Petition Date.  The PHONES Notes
are senior in right of payment to the EGI-TRB LLC Notes, the
Indenture Trustee insists.

Counsel to WTC, Robert J. Stark, Esq., at Brown Rudnick LLP, in
New York, asserts that each of the Senior Lenders, Bridge Lenders
and Settling Step Two Payees is settling claims and causes of
action that exist under Chapter 5 of the Bankruptcy Code.  That
being said, settlement proceeds from Chapter 5 avoidance actions
are not subject to subordination under the PHONES Notes
Indenture, he contends.  Pending final adjudication of WTC's
appeal from the Reconsideration Opinion, Article III
Distributions should be reserved, he states.

WTC reserves the right to amend, restate or otherwise supplement
the positions taken herein.  Wilmington Trust does not intend to
call any trial witnesses at this time, but reserves the right to
do so after receipt of the parties' preliminary statements,
discovery responses, answers to interrogatories and briefing in
connection with the Allocation Disputes.

C. EGI-TRB

Counsel to EGI-TRB LLC, David J. Bradford, Esq., at Jenner &
Block LLP, in Chicago, Illinois, insists that the EGI-TRB
Subordination Agreement does not apply to all of the
consideration given with respect to the Plan Settlement and EGI-
TRB should share in the Plan Settlement proceeds at least on a
parity with other unsecured parent company creditors.  More
importantly, EGI-TRB's claims are subordinated only as to
distributions of "assets of the Company," however, the Court
already has held that the PHONES Notes are subordinated as to all
distributions, regardless whether made from "assets of the
Company" or another source, he points out.  EGI-TRB will rely on
Richard E. Mikels, at Mintz Levin Cohn Glovsky and Popeo, P.C.,
as expert witness and Mr. Whitmann or Dennis Twomey from Alvarez
& Marsal.  EGI-RB reserves the right to call additional witnesses
responsive to witnesses identified by other parties.

D. Barclays

Barclays Bank PLC and Waterstone Capital Management LP, in their
capacity as exchange claims holders, ask the Court that all
claims arising from the PHONES Notes be allowed in the full face
amount of the PHONES as set forth in the proof of claim of the
PHONES Trustee.  They also reserve the right to amend, modify or
otherwise supplement this position statement.  The Exchange
Claims Holders do not intend to call any trial witnesses at this
time, but reserve the right to do so after receipt of the other
parties' position statements or briefs in connection with the
Allocation Disputes.

E. TM Retirees

About 200 former employees and directors of The Times Mirror
Company state that their claims constitute "Senior Indebtedness,"
or "Senior Obligations."  The TM Retirees expect to call Susan P.
Bell, formerly Director, Executive Compensation and Benefits of
Times Mirror, as a witness with respect to the Allocation
Disputes.  The TM Retirees have also sought the production of
documents from Aurelius, WTC, Law Debenture, EGI, the Debtors and
the Creditors' Committee and reserve the right to identify and
rely upon such other and further documents as may be produced
during discovery.

                         *     *     *

Opening briefs and response briefs with respect to the Allocation
Disputes are required to be filed on or before February 24, and
March 2, 2012.  A hearing on the Allocation Disputes will
commence on March 5, 2012.

                        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.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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)


UNISYS CORP: Fairpointe Capital Discloses 10.27% Equity Stake
-------------------------------------------------------------
Fairpointe Capital LLC filed with the U.S. Securities and Exchange
Commission an amended Schedule 13G disclosing that, as of Jan. 31,
2012, it beneficially owns 4,455,086 shares of common stock of
Unisys Corporation representing 10.27% of the shares outstanding.
As previously reported by the TCR on Feb. 14, 2012, Fairpointe
disclosed beneficial ownership of 4,156,118 common shares.  A
full-text copy of the amended filing is available for free at:

                        http://is.gd/nLj0HU

                         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's balance sheet at Dec. 31, 2011, showed $2.61 billion
in total assets, $3.92 billion in total liabilities and a $1.31
billion 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.


VEGAS INC: Files Schedules of Assets and Liabilities
----------------------------------------------------
Vegas Inc. filed with the U.S. Bankruptcy Court for the District
of Eastern District of Michigan its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets        Liabilities
    ----------------            -----------     -----------
A. Real Property                        $0
B. Personal Property              $167,855
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                 $120,937
E. Creditors Holding
    Unsecured Priority
    Claims                                               $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                         $194,046
                                -----------     -----------
       TOTAL                       $167,855        $314,983

A copy of Vegas Inc.'s schedules is available for free at:

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

Detroit-based Vegas Inc., aka Vegas Liquor, filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 12-40572) on Jan. 11, 2012.
Judge Steven W. Rhodes presides over the case.  Donald C. Darnell,
Esq., at Darnell PLLC in Dexter, Michigan, serves as the Debtor's
counsel.  The petition was signed by Mark Thuwaini, president.


WASTE2ENERGY HOLDINGS: Chapter 11 Trustee Taps Foreign Counsel
--------------------------------------------------------------
Wayne P. Weitz, Chapter 11 Trustee for Waste2Energy Holdings,
Inc., seeks to employ Appleby LLC as his special foreign counsel,
nunc pro tunc to Jan. 25, 2012.

As special foreign counsel, Appleby will provide legal advice and
assist the Trustee with:

   (a) corporate governance issues relating to the Isle of Man
       subsidiaries;

   (b) potentially initiating a proceeding in the Isle of Man
       seeking recognition of the Chapter 11 cases and the
       Trustee; and

   (c) taking all other actions with respect to matters relating
       to the Isle of Man.

The customary and proposed hourly rates to be charged by Appleby
for the individuals expected to be directly involved in
representing the Chapter 11 Trustee are:

    Partners/Senior Counsel          GBP440
    Senior Associates                GBP350
    Associates                       GBP265
    Trainees                         GBP200

To the best of the Trustee's knowledge, Appleby does not represent
or hold any interest adverse to the Debtor or its estate.

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.

On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee.
Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Trustee's
bankruptcy counsel.


WASTE2ENERGY HOLDINGS: Cole Schotz OK'd as Ch.11 Trustee's Counsel
------------------------------------------------------------------
Wayne P. Weitz, Chapter 11 Trustee for Waste2Energy Holdings,
Inc., obtained permission from the Bankruptcy Court to employ
Cole, Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy
counsel.

As the Chapter 11 Trustee's bankruptcy counsel, the firm, will
among other things:

   a) advise the Trustee with respect to his rights and
      duties as Chapter 11 Trustee;

   b) appear on behalf of the Trustee in proceedings and
      hearings in the Court to represent and protect the
      interests of the Trustee and the Debtor's estate;

   c) assist in the Trustee's investigation of the acts,
      conducts, assets, liabilities and financial
      condition of the Debtor and any other matters
      relevant to the case or the formulation and
      negotiation of a plan of reorganization or
      liquidation; and

   d) prepare on behalf of the Trustee any necessary
      motions, applications, orders, reports, responses,
      statements of investigation and other legal
      papers, along with the Debtor's schedules and
      statement of financial affairs.

Cole Schotz will charge for its legal services on an hourly basis
in accordance with its ordinary and customary hourly rates.  The
firm will also seek reimbursement of actual and necessary out-of-
pocket expenses.

The current rates of Cole Schotz members, associates and
paralegals are:

      Members and Special Counsel       $340 to $775 per hour
      Associates                        $210 to $425 per hour
      Paralegals                        $160 to $240 per hour

The current rates of Cole Schotz members, associates and
paralegals expected to perform significant work in the case are:

      Laurence May, Member              $700 per hour
      Jill B. Bienstock, Associate      $275 per hour
      Therese Scheuer, Associate        $285 per hour
      Pauline Ratkowiak, Paralegal      $230 per hour
      Frances Pisano, Paralegal         $240 per hour

                     About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.

On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee.
Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Trustee's
bankruptcy counsel.


WESTLAND PARCEL: Withdraws 7th Stipulation for Cash Collateral Use
------------------------------------------------------------------
Westland Parcel J Partners, LLC, notified on Feb. 3, 2012, the
U.S. Bankruptcy Court for the Central District of California that
it has withdrawn the seventh stipulation authorizing the use of
cash collateral on an interim basis.

As reported in the Troubled Company Reporter on Jan. 24, 2012, the
Debtor won Court approval for continued access to cash collateral
of Pacific Western Bank through Jan. 31, 2012.  The Court's
ruling came upon the Debtor's 7th stipulation with Pacific
Western, through the bank's counsel, T. Courtney Dubar.

                About Westland Parcel J Partners

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Case No. 10-58987) on Nov. 15, 2010.  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.   Kallman & Co., LLC, serves as its certified public
accountants.  AG Commercial serves as its leasing broker.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WINCOPIA FARMS: Has Until March 16 to Challenge Dismissal Bid
-------------------------------------------------------------
Bankruptcy Judge David E. Rice signed off on a stipulation and
consent order between Wincopia Farms LP and the U.S. Trustee for
the District of Maryland, Baltimore Division, extending Wincopia's
time to respond to the U.S. Trustee's Renewed Motion to Convert to
Chapter 7 or Dismiss the Debtor's case.  The Motion is premised on
the Debtor's failure to pay $1,943.15 in quarterly fees owed to
the U.S. Trustee and a failure to file monthly operating reports
on a current basis.  Pursuant to the Stipulation, Wincopia has
made a substantial payment toward the quarterly fee arrearage and
made a commitment that it would catch up on delinquent monthly
operating reports through the month of December 2011, by Feb. 15,
2012.  The U.S. Trustee has agreed to give the Debtor a 30-day
extension of time within which to respond to the Motion such that
any response would be due on or before March 19, 2012.  A copy of
the Stipulation and Consent Order dated Feb. 16 is available at
http://is.gd/0Ms6aHfrom Leagle.com.

Based in Laurel, Maryland, Wincopia Farms, L.P. --
http://wincopiafarmsinc.com/-- is an agricultural supplier.  It
filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 07-15899)
on June 28, 2007.  Judge James F. Schneider presides over the
case.  Alan M. Grochal, Esq., at Tydings & Rosenberg LLP serves as
the Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $100 million in both assets and debts.


WJO INC: Hearing on Continued Access to Cash Set for Feb. 29
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has continued until Feb. 29, 2012, at 9:30 a.m., the hearing on
WJO Inc.'s request for continued access to the cash collateral.

As reported in the Troubled Company Reporter on Jan. 24, 2012, as
adequate protection from diminution in value of the lender's
collateral, the Debtor's prepetition lender is granted valid and
perfected replacement liens in all of the Debtor's assets.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


WJO INC: Re-engages Ciardi Ciardi as Reorganization Counsel
-----------------------------------------------------------
WJO, Inc., asks the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania for permission to employ Ciardi Ciardi & Astin as
counsel nunc pro tunc Jan. 16, 2012.

Ciardi Ciardi was previously counsel for the Debtor.  The firm
withdrew as counsel and was replaced by O'Keily Ernst Bielli &
Wallen, LLC.

O'Keilly has withdrawn as counsel for the Debtor effective
Jan. 19, 2012.

The Debtor has re-engaged the services of Ciardi Ciardi as its
counsel.

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

The firm can be reached at:

         Albert A. Ciardi, III, Esq.
         Jennifer E. Cranston, Esq.
         Daniel S. Siedman, Esq.
         CIARDI CIARDI & ASTIN
         One Commerce Square, Suite 1930
         2005 Market Street
         Philadelphia, PA 19103
         Tel: (215) 557-3550
         Fax: (215) 557-3551
         E-mails: dsiedman@ciardilaw.com

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


WPCS INTERNATIONAL: First Wilshire Discloses 6.6% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, First Wilshire Securities Management, Inc., disclosed
that, as of Dec. 31, 2011, it beneficially owns 477,928 shares of
common stock of WPCS International Inc. representing 6.6% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/DYJOmq

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

The Company's balance sheet at Oct. 31, 2011, showed $51.88
million in total assets, $27.17 million in total liabilities and
$24.70 million in total equity.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.


YELLOWSTONE MOUNTAIN: 9th Cir. Affirms Rejection of Membership
--------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit said the
bankruptcy court did not violate the terms of Yellowstone Mountain
Club LLC's Chapter1 11 plan when the lower court affirmed the
Debtors' rejection of Robert Sumpter's resident membership
agreement in the private ski and golf community in Big Sky,
Montana.  Mr. Sumpter contends that, under the terms of the
Debtors' Second Amended Plan of Reorganization, the Debtors were
obligated to assume his agreement.  The Ninth Circuit, however,
noted that the Plan expressly provided that all executory
contracts were deemed rejected except those contracts that were
(1) previously assumed by the Debtors pursuant to an order of the
bankruptcy court; (2) the subject of a motion to assume filed by
the Debtors; (3) assumed obligations on the Contract Schedule; or
(4) assumed obligations listed in the Member Assumption Schedule.
Mr. Sumpter's membership did not fall into any of these four
categories.  The Ninth Circuit said the rejection was an
appropriate exercise of business judgment because Mr. Sumpter's
membership agreement was non-standard, in that it relieved him of
any obligation to pay dues in addition to other benefits.

The appellate case is ROBERT SUMPTER, Appellant, v. YELLOWSTONE
MOUNTAIN CLUB, LLC; CEW CH YMC ACQUISITION, LLC, Appellees, UNITED
STATES TRUSTEE, GREAT FALLS, Trustee-Appellee, No. 10-36066 (9th
Cir.).  The appellate panel consists of Circuit Judges Mary M.
Schroeder, Arthur Lawrence Alarcon, and Ronald M. Gould.

A copy of the Ninth Circuit's Feb. 16, 2012 Memorandum is
available at http://is.gd/d0kwd0from Leagle.com.


* Moody's: Liquidity Stress Index Nears Record-Low
--------------------------------------------------
Moody's Liquidity-Stress Index (LSI) is on pace to decline for the
second consecutive month with a mid-February 4.0% reading placing
it at a six-month low, according to the rating agency's latest SGL
Monitor.

"The declining Liquidity-Stress Index for the U.S. and Canada
reflects both a decrease in the number of companies with the
lowest SGL-4 rating as well as the favorable effects of modest
economic growth and improved credit market conditions," said John
Puchalla, Moody's Vice President -- Senior Credit Officer.
"Companies are still able to proactively address liquidity
issues."

Speculative-grade liquidity (SGL) rating downgrades continue to
outnumber upgrades, although the gap is small and the rate of
downgrades is lower than in the second half of 2011, says Moody's.
An SGL rating is an assessment of a speculative-grade company's
intrinsic liquidity position over the coming 12-15 months.

Moody's Covenant Stress Index (MCSI) also appeared to decline
during the first half of February, with the low reading of 2.8% ?
from 2.9% at the end of January ? indicating covenant headroom
remains manageable for most companies.

Like the LSI, the MCSI remains near historic lows.  It's above the
near-record low of 1.8% posted in July and August 2011 but far
below the March 2009 record high of 17.3%.  The index measures the
extent to which speculative-grade companies are likely to default
or have already defaulted on covenants, and rises when covenant
cushion appears to decrease.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Terence Quinn O'Neil
        aka Terry O'Neil
   Bankr. D. Conn. Case No. 12-50192
      Chapter 11 Petition filed February 2, 2012
         filed pro se

In Re Tecton Corporation
   Bankr. M.D. Fla. Case No. 12-01564
      Chapter 11 Petition filed February 2, 2012
         See http://bankrupt.com/misc/flmb12-01564.pdf
         represented by: Diane J. Harrison, Esq.
                         E-Mail: diane@harrisonlawpa.com

In Re Ben Withers, Inc.
   Bankr. N.D. Fla. Case No. 12-40051
      Chapter 11 Petition filed February 2, 2012
         See http://bankrupt.com/misc/flnb12-40051.pdf
         represented by: Robert C. Bruner, Esq.
                         E-Mail: RobertCBruner@hotmail.com

In Re Vienna Town Square, LLC
   Bankr. E.D. Mich. Case No. 12-42274
      Chapter 11 Petition filed February 2, 2012
         See http://bankrupt.com/misc/mieb12-42274p.pdf
         See http://bankrupt.com/misc/mieb12-42274c.pdf
         represented by: Elias Xenos, Esq.
                         E-Mail:  etx@XenosLawFirm.Com

In Re Margate Bachi, LLC
   Bankr. N.D. Texas Case No. 12-40602
      Chapter 11 Petition filed February 2, 2012
         See http://bankrupt.com/misc/txnb12-40602.pdf
         represented by: Lanny E. Perkins, Esq.
                         E-Mail: lperkinsfilings@yahoo.com

In Re Whispering Pines Cemetery, LLC
   Bankr. S.D. Ala. Case No. 12-00369
      Chapter 11 Petition filed February 3, 2012
         See http://bankrupt.com/misc/alsb12-00369.pdf
         represented by: Michael B. Smith, Esq.
                         E-Mail: smi067@aol.com

In Re Woodridge Holdings, Inc.
        dba Jackson Moving and Storage
   Bankr. N.D. Ill. Case No. 12-03905
      Chapter 11 Petition filed February 3, 2012
         See http://bankrupt.com/misc/ilnb12-03905.pdf
         represented by: Joel A. Schechter, Esq.
                         Law Offices Of Joel Schechter
                         E-Mail:  joelschechter@covad.net

In Re 14 Emerson Street LLC
   Bankr. D. Mass. Case No. 12-10882
      Chapter 11 Petition filed February 3, 2012
         filed pro se
         See http://bankrupt.com/misc/mab12-10882.pdf

In Re The Game Room Home Store, Inc.
   Bankr. E.D. N.C. Case No. 12-00902
      Chapter 11 Petition filed February 3, 2012
         See http://bankrupt.com/misc/nceb12-00902.pdf
         represented by: J.M. Cook, Esq.
                         E-Mail: J.M.Cook@jmcookesq.com

In Re Triple J Communications LLC
   Bankr. N.D. Ohio Case No. 12-30345
      Chapter 11 Petition filed February 3, 2012
         See http://bankrupt.com/misc/ohnb12-30345.pdf
         represented by: Randy Lee Reeves, Esq.
                         E-Mail: ecf@reeveslpa.com

In Re J.E.D. Services, Inc.
   Bankr. W.D. Pa. Case No. 12-20526
      Chapter 11 Petition filed February 3, 2012
         See http://bankrupt.com/misc/pawb12-20526.pdf
         represented by: Jason J. Mazzei, Esq.
                         Mazzei & Associates
                         E-Mail: ecf@debt-be-gone.com

In Re Alfred Velarde
   Bankr. E.D. Va. Case No. 12-10703
      Chapter 11 Petition filed February 4, 2012

In Re Ayami Fortunes, LLC
   Bankr. C.D. Calif. Case No. 12-12885
      Chapter 11 Petition filed February 5, 2012
         See http://bankrupt.com/misc/cacb12-12885.pdf
         represented by: Paul Mammarella, Esq.
                         Law Office of Paul Mammarella
                         E-Mail: mlaw714@live.com

In Re Victor Garcia
   Bankr. C.D. Calif. Case No. 12-14150
      Chapter 11 Petition filed February 5, 2012

In Re Antonio Martinez
   Bankr. D. Ariz. Case No. 12-02022
      Chapter 11 Petition filed February 6, 2012

In Re Grant Griffiths
   Bankr. D. Ariz. Case No. 12-02064
      Chapter 11 Petition filed February 6, 2012

In Re CDG Materials, Inc.
   Bankr. C.D. Calif. Case No. 12-12935
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/cacb12-12935.pdf
         represented by: Michael Jay Berger, Esq.
                         E-Mail:
michael.berger@bankruptcypower.com

In Re Goldenpark, LLC
   Bankr. C.D. Calif. Case No. 12-14292
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/cacb12-14292.pdf
         represented by: Michael Jay Berger, Esq.
                         E-Mail:
michael.berger@bankruptcypower.com

In Re Willie Anderson
   Bankr. C.D. Calif. Case No. 12-14189
      Chapter 11 Petition filed February 6, 2012

In Re Jackie Lopez
   Bankr. N.D. Calif. Case No. 12-41085
      Chapter 11 Petition filed February 6, 2012

In Re Joel Wismer
   Bankr. S.D. Calif. Case No. 12-01583
      Chapter 11 Petition filed February 6, 2012

In Re Southwest Mobility, Inc.
        dba Scooter Mobility Center
   Bankr. M.D. Fla. Case No. 12-00649
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/flmb12-00649.pdf
         represented by: Jason A. Burgess, Esq.
                         The Law Offices of Jason A. Burgess, LLC
                         E-Mail: jason@jasonaburgess.com

In Re Raymond Parker
   Bankr. M.D. Ga. Case No. 12-10178
      Chapter 11 Petition filed February 6, 2012

In Re 21ST Century Enterprises, Inc.
   Bankr. N.D. Ga. Case No. 12-53212
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/ganb12-53212.pdf
         represented by: David Jean Couch, Esq.
                         Peachtree Law Group, P.A.
                         E-Mail: djcouch@djclaw.net

In Re American Floor Consultants & Installations Incorporated
   Bankr. N.D. Ga. Case No. 12-53016
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/ganb12-53016.pdf
         represented by: Melvin Robinson, Esq.

In Re Estate of Niki Julias Tranakos
   Bankr. N.D. Ga. Case No. 12-53063
      Chapter 11 Petition filed February 6, 2012
         filed pro se

In Re James Jones
   Bankr. N.D. Ga. Case No. 12-40347
      Chapter 11 Petition filed February 6, 2012

In Re Jerry Barron
   Bankr. N.D. Ga. Case No. 12-20406
      Chapter 11 Petition filed February 6, 2012

In Re Larry Franklin
   Bankr. N.D. Ga. Case No. 12-20404
      Chapter 11 Petition filed February 6, 2012

In Re Masharn Wilson
   Bankr. N.D. Ga. Case No. 12-52850
      Chapter 11 Petition filed February 6, 2012

In Re Midtown Dental Services, Inc.
   Bankr. N.D. Ga. Case No. 12-53210
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/ganb12-53210.pdf
         represented by: Sims W. Gordon, Jr., Esq.
                         The Gordon Law Firm PC
                         E-Mail: atllaw06@gordonlawpc.com

In Re Valtierra Family Trust
   Bankr. N.D. Ga. Case No. 12-52912
      Chapter 11 Petition filed February 6, 2012
         filed pro se

In Re George Joyner
   Bankr. S.D. Ga. Case No. 12-40264
      Chapter 11 Petition filed February 6, 2012

In Re Seung Kim
   Bankr. S.D. Ga. Case No. 12-20140
      Chapter 11 Petition filed February 6, 2012

In Re ALE Enterprises, LLC
        dba House of Tire & Wheels
        dba Used Tire Depot
        dba HTW Motorsports
   Bankr. E.D. La. Case No. 12-10325
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/laeb12-10325p.pdf
         See http://bankrupt.com/misc/laeb12-10325c.pdf
         represented by: Darryl T. Landwehr, Esq.
                         E-Mail: dtlandwehr@aol.com

In Re Michael DeCroteau
   Bankr. D. Mass. Case No. 12-10946
      Chapter 11 Petition filed February 6, 2012

In Re Margaret Charles
   Bankr. D. Nev. Case No. 12-11320
      Chapter 11 Petition filed February 6, 2012

In Re Thurman Kemp
   Bankr. D. Nev. Case No. 12-11311
      Chapter 11 Petition filed February 6, 2012

In Re D.A.M. Realty Corp
   Bankr. D. N.J. Case No. 12-12871
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/njb12-12871.pdf
         represented by: Barry W. Frost, Esq.
                         Teich Groh
                         E-Mail: bfrost@teichgroh.com

In Re Rite Ride Transportation Corp.
   Bankr. D. N.J. Case No. 12-12863
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/njb12-12863.pdf
         represented by: Leonard S. Singer, Esq.
                         Zazella & Singer
                         E-Mail: zandsattys@aol.com

In Re J.B. Flex, Inc.
        dba Take 5 Bar And Grill
   Bankr. S.D. Ohio Case No. 12-10526
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/ohsb12-10526.pdf
         represented by: Philomena S Ashdown, Esq.
                         E-Mail: psashdown@strausstroy.com

In Re Domenico Centofanti
   Bankr. E.D. Pa. Case No. 12-11076
      Chapter 11 Petition filed February 6, 2012

In Re Gemini Restaurant Group, Inc.
   Bankr. E.D. Pa. Case No. 12-11059
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/paeb12-11059.pdf
         represented by: Jon M. Adelstein, Esq.
                         E-Mail:  jma@tradenet.net

In Re Joe Grasso
   Bankr. E.D. Pa. Case No. 12-11063
      Chapter 11 Petition filed February 6, 2012

In Re Edward Shearer
   Bankr. W.D. Pa. Case No. 12-70102
      Chapter 11 Petition filed February 6, 2012

In Re Hixenbaugh Convalescent Home, Inc.
   Bankr. W.D. Pa. Case No. 12-20558
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/pawb12-20558p.pdf
         See http://bankrupt.com/misc/pawb12-20558c.pdf
         represented by: Donald R. Calaiaro, Esq.
                         Calaiaro & Corbett, P.C.
                         E-Mail:  dcalaiaro@calaiarocorbett.com

In Re DET Management, LLC
   Bankr. E.D. Texas Case No. 12-40302
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/txeb12-40302.pdf
         represented by: Eric A. Liepins, Esq.
                         E-Mail:  eric@ealpc.com

In Re Aulakh & Randhawa Investments, Inc.
   Bankr. N.D. Texas Case No. 12-40771
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/txnb12-40771.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-Mail:  eric@ealpc.com

In Re Dream Music Productions, LLC
        dba Dreamworld Music, LLC
   Bankr. N.D. Texas Case No. 12-40760
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/txnb12-40760.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-Mail:  eric@ealpc.com

In Re G & M Mortgage Solutions, LLC
   Bankr. N.D. Texas Case No. 12-40788
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/txnb12-40788.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-Mail:  eric@ealpc.com

In Re Mark Rodriguez
   Bankr. N.D. Texas Case No. 12-40694
      Chapter 11 Petition filed February 6, 2012

In Re Prabhjot, Inc.
        dba Americas Best Value Inn
   Bankr. N.D. Texas Case No. 12-10037
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/txnb12-10037.pdf
         represented by: Charles Dick Harris, Esq.
                         Law Office of Dick Harris, PC
                         E-Mail:  dharris_law_firm@swbell.net

   In Re Abhijot, Inc.
           dba Americas Best Value Inn
      Bankr. N.D. Texas Case No. 12-10038
         Chapter 11 Petition filed February 6, 2012
            See http://bankrupt.com/misc/txnb12-10038.pdf
            represented by: Charles Dick Harris, Esq.
                            Law Office of Dick Harris, PC
                            E-Mail:  dharris_law_firm@swbell.net

In Re Olga Ulloa
   Bankr. N.D. Texas Case No. 12-30756
      Chapter 11 Petition filed February 6, 2012

In Re DLM of Houston Investment Group, L.L.C.
   Bankr. S.D. Texas Case No. 12-31052
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/txsb12-31052.pdf
         represented by: Thomas Baker Greene, III, Esq.
                         Law Office of Thomas B. Greene III
                         E-Mail:  tbgreeneiii@msn.com

In Re Preferred Lone Star Properties, LLC
   Bankr. S.D. Texas Case No. 12-80069
      Chapter 11 Petition filed February 6, 2012
         See http://bankrupt.com/misc/txsb12-80069.pdf
         represented by: Kimberly Anne Bartley, Esq.
                         Waldron & Schneider, L.L.P.
                         E-Mail:  kbartley@ws-law.com

In Re Richard Wilkinson
   Bankr. S.D. Texas Case No. 12-30936
      Chapter 11 Petition filed February 6, 2012

In Re Timothy Zastrow
   Bankr. W.D. Wis. Case No. 12-10596
      Chapter 11 Petition filed February 6, 2012



                           *********

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 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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