TCR_Public/120427.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 27, 2012, Vol. 16, No. 116

                            Headlines

600 N. AIRPORT: Case Summary & 7 Largest Unsecured Creditors
A.O. ASSOCIATES: Voluntary Chapter 11 Case Summary
AFA INVESTMENT: Committee Opposes Terms of DIP Facility
AFA INVESTMENT: Imperial Capital Approved as Investment Bankers
AFA INVESTMENT: Sec. 341(a) Meeting of Creditors Set for May 9

AFA INVESTMENT: To Seek Approval of Assets Sale Rules May 8
AHERN RENTALS: Court Approves Bid for Continuance of ADR Motion
AMERICAN AIRLINES: US Airways to Proceed With Potential Merger
ALLIED IRISH: Incurs EUR2.3-Billion Loss in 2011
AMERICAN WEST: Province Advisors OK'd as Financial Advisors

ANIXTER INC: Fitch Rates Proposed $350-Mil. Sr. Unsec. Notes 'BB+'
ANIXTER INC: Moody's Rates Proposed $350MM Sr. Unsec. Notes 'Ba3'
APEX DIGITAL: Has Authority to Use Cash Collateral Through July 16
APEX DIGITAL: Can Hire Shafai as Special Litigation Counsel
APTALIS PHARMA: Moody's Affirms B2 CFR, Cuts Loan Rating to B2

BERNARD L. MADOFF: Customers Appeal $5-Bil. Picower Settlement
BETSEY JOHNSON: Enters Chapter 11 for Quick Sale or Wind-Down
BETSEY JOHNSON: Case Summary & 30 Largest Unsecured Creditors
BICENT POWER: Can Draw Down $8.225MM From $57MM Barclays DIP Loan
BICENT POWER: Has Green Light to Hire Epiq as Claims Agent

BIOZONE PHARMACEUTICALS: Issues $250,000 Sr. Secured Conv. Note
BLUEKNIGHT ENERGY: Declares Quarterly Distributions on Units
BOWMAN-KELLEY: Case Summary & 9 Largest Unsecured Creditors
BP CLOTHING: Wins Confirmation of Chapter 11 Plan
CDC CORP: China.com Files First Amended Chapter 11 Plan

CECIL PROPERTY: Case Summary & 17 Largest Unsecured Creditors
CELL THERAPEUTICS: Enters Into APA to Acquire Pacritinib
CHINA TEL GROUP: Has Pact to Acquire 75% Equity in Shenzhen VN
CLARE OAKS: Taps North Shores as Special Financial Advisor
COLTS RUN: Interim Access to Cash Collateral Extended Until May 4

COMMUNITY TOWERS: Disclosure Statement for Joint Plan Approved
COMPLETE PRODUCTION: Moody's Withdraws 'Ba3' Corp. Family Rating
CONGRESS 819: Case Summary & 20 Largest Unsecured Creditors
CONTRACT RESEARCH: Reaches Deal With FDA Over Suspect Drug Tests
COPPER KING: Committee Asks for Chance to Propose Plan

D.R. HORTON: Moody's Affirms Ba2 CFR, Rates Sr. Unsec. Notes Ba2
D.R. HORTON: Fitch Rates Proposed $300-Mil. Senior Notes 'BB'
DAVID DARNELL BROWN: 50 Cent Objects to Young Buck IP Asset Sale
DELTA PETROLEUM: Amends Schedules of Assets and Liabilities
DOE MOUNTAIN INVESTMENTS: Can to Hire Elliott Davis for Tax Work

EASTMAN KODAK: Wants Plan Filing Exclusivity Until November
EASTMAN KODAK: Files Schedules of Assets and Liabilities
EASTMAN KODAK: Files Statement of Financial Affairs
EASTMAN KODAK: Court OKs Retiree Committee With Limited Budget
EASTMAN KODAK: Opposes Formation of Shareholders' Committee

EASTMAN KODAK: U.S. Trustee Opposes Proposed $13.5MM Bonuses
EBBETS FIELD: Voluntary Chapter 11 Case Summary
EDWARDS ELECTRIC: Case Summary & 14 Largest Unsecured Creditors
ELKSTONE 21: Court Favors Amegy Bank; Bankruptcy Case Dismissed
ENERGY CONVERSION: Shareholders Group's 2019 Disclosure Sought

GENTA INC: Doctor & Former CFO Named Independent Directors
GNB PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
HARRISBURG, PA: Mayor Seeks Sanctions Against Counsel Over Appeal
HEALTHCARE OF FLORENCE: Sec. 341 Creditors' Meeting on May 24
HOFFMASTER GROUP: Moody's Affirms 'B2' CFR; Outlook Negative

HSN INC: Moody's Says New Credit Facility No Impact on 'Ba1' CFR
HARBOR FREIGHT: Moody's Rates Proposed $1-Bil. Term Loan 'B1'
IMPERIAL CAPITAL: Plan Proponents and FTB Have Revised Plan Deal
INTERNATIONAL MANAGEMENT: Smith Gambrell Settles Negligence Case
INTERNATIONAL ENVIRONMENTAL: Court Takes Back Dismissal Order

JACKIE SMITH: Case Summary & 20 Largest Unsecured Creditors
JAZARCO INTERNATIONAL: Chapter 11 Reorganization Case Dismissed
JER/JAMESON: Court Approves PwC as Independent Accountants
LAS VEGAS PARTIES: Case Summary & Unsecured Creditor
LBI MEDIA: Analysts Say Risks Default as Its Cash Dries Up

LEVI STRAUSS: Commences Tender Offer for $350-Mil. Senior Notes
LEVI STRAUSS: Offering $385-Mil. of 6-7/8 Senior Notes Due 2022
LSP ENERGY: Seeks to Toss $80 Million Threat From Bondholders
MARTIN LITHOGRAPH: Case Summary & 20 Largest Unsecured Creditors
MEDICAL CONNECTIONS: Board OKs 450,000 Grant to CEO, CFO & Pres.

MERITOR INC: Fitch Rates $529MM Amended CreditFacility 'BB/RR1'
METROPARK USA: Hearing on Cash Collateral Use Adjourned
MONTANA ELECTRIC: Trustee's Cash Collateral Access Expires Today
MONTANA ELECTRIC: Court OKs Deal for Transmission Services
MUSCLEPHARM CORP: Provides Update of Corporate Initiatives

NEDAK ETHANOL: Extends President's Employment for Add'l 2 Years
NEW ENGLAND: Moody's Withdraws 'Ba3' Rating on 1999 Revenue Bonds
OSAGE EXPLORATION: Corrects Report on Boothbay Note Issuance
OTIS WRIGHT: Chapter 7 Trustee to Sell Judge's House to Pay Debts
PARAGON PAPER: Meeting to Form Creditors' Panel on May 10

PHOENICIAN MEDICAL: Voluntary Chapter 11 Case Summary
PONTIAC SCHOOL: Moody's Cuts GOULT Issuer Rating to 'B1'
REDDY ICE: Has Until May 21 to File Schedules and Statements
REDDY ICE: Taps Jefferies & Company as Investment Banker
REDDY ICE: Wants to Hire FTI Consulting as Financial Advisors

REID PARK: Has Court's Nod to Expand Employment of Doris Parker
REID PARK: Gets Court OK to Hire Dennis Winans as Expert Witness
RENA LLC: Case Summary & 5 Largest Unsecured Creditors
RIDGEVIEWTEL LLC: Case Summary & 19 Largest Unsecured Creditors
RITE AID: Files Form 10-Q, Reports $368.5 Million Net Loss

ROLL-A-COVER LLC: Case Summary & 14 Largest Unsecured Creditors
ROTORWAY GLOBAL: Case Summary & 3 Largest Unsecured Creditors
RYAN INTERNATIONAL: Court Approves Thomas J. Lester as Counsel
RYAN INTERNATIONAL: Court OKs Employment of Silverman Consulting
RYAN INTERNATIONAL: Taps Ford & Harrison to Handle Labor Matters

SABRE INC: Moody's Rates $400MM First Lien Secured Notes 'B1'
SAINT MARY'S: Moody's Affirms 'Ba2' Long-Term Bond Rating
SEALY CORP: Nine Directors Elected at Annual Meeting
SNOQUALMIE ENTERTAINMENT: Moody's Lift Corp Family Rating to 'B3'
SPRINT NEXTEL: Incurs $863 Million Net Loss in First Quarter

SS&C TECHNOLOGIES: Moody's Assigns 'Ba3' CFR; Outlook Stable
STEPHEN WEST: US Trustee Has More Time to Respond to Case Closing
TALON THERAPEUTICS: Former Medarex CEO H. Pien Named to Board
TELKONET INC: Incurs $1.9 Million Net Loss in 2011
THREE SEAS: Voluntary Chapter 11 Case Summary

TINKOFF.CREDIT SYSTEMS: Moody's Issues Summary Credit Opinion
TRAFFIC CONTROL: Meeting to Form Creditors' Panel on May 1
TRIDENT MICROSYSTEMS: Union Square Authorized to Sell MEMC Patents
TURKPOWER CORP: Incurs $13.6 Million Net Loss in Feb. 29 Quarter
UNI-PIXEL INC: To Discuss First Quarter Results on May 11

UNISYS CORP: Swings to $13.4 Million Net Income in First Quarter
URBAN LANDMARK: Voluntary Chapter 11 Case Summary
VICSURA HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
WASTE2ENERGY HOLDINGS: Auction Canceled for Lack of Bidder
WJO INC: Has Access to Lender's Cash Collateral Until May 4

WJO INC: Committee Says Amended Plan Outline Still Not Feasible

* Moody's Says Defaults Up for 2nd Straight Qtr., Forecast at 3.3%
* Moody's Says US Credit Card Charge-Offs Dip Again in March
* Trustee Entitled to Turnover of Over-Encumbered Asset
* Housing Recovery May be Too Little, Too Late for Some

* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix

                            *********

600 N. AIRPORT: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 600 N. Airport Road, LLC
        4974 S. Rainbow Boulevard, Suite 100
        Las Vegas, NV 89118

Bankruptcy Case No.: 12-14766

Chapter 11 Petition Date: April 24, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Zachariah Larson, Esq.
                  MARQUIS AURBACH COFFING
                  10001 Park Run Drive
                  Las Vegas, NV 89145
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: cshurtliff@maclaw.com

Scheduled Assets: $1,186,366

Scheduled Liabilities: $2,117,676

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nvb12-14766.pdf

The petition was signed by Tamra Mae L. Hunt, manager.


A.O. ASSOCIATES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: A.O. Associates, LLC
        89 W. Chicago Street
        Coldwater, MI 49036

Bankruptcy Case No.: 12-03952

Chapter 11 Petition Date: April 24, 2012

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Steven L. Rayman, Esq.
                  RAYMAN & KNIGHT
                  141 E Michigan Avenue, Suite 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Kenneth S. Klein, member.


AFA INVESTMENT: Committee Opposes Terms of DIP Facility
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of AFA Investment Inc., et al., asks the U.S. Bankruptcy
Court for the District of Delaware to deny the Debtors' request to
obtain debtor-in-possession financing.

According to the Committee, the proposed DIP Facility contemplates
the liquidation of estate assets for the sole benefit of the DIP
Lenders and the prepetition lenders, some of whom are also the
equity owners of the Debtors and control the board of the parent
Debtor.

The proposed DIP Facility and related adequate protection grants
to the prepetition secured parties include numerous objectionable
provisions, including, but not limited to:

   a. the guaranteed administrative insolvency of the estates by
      the immediate post-sale termination of the DIP Facility
      without either: (i) any evidence of sufficient funding to
      pay ordinary course administrative claims; or (ii) any
      provision for the payment of 11 U.S.C. Sec. 503(b)(9)
      claims;

   b. the immediate roll-up of more than $47 million in
      prepetition revolving loans and $3 million in prepetition
      letters of credit, converting $50 million of prepetition
      debt to postpetition debt without providing the Debtors any
      new money;

   c. imposition of an extremely aggressive sale schedule where
      there has been no prepetition marketing;

   d. a discriminatory carve-out and non-existent budget for the
      Committee to perform its duties;

   e. an inadequate time period and budget for the Committee to
      investigate any and all potential claims against the lien
      position or other rights of the prepetition secured parties,
      along with proposed stipulations that will result in the
      third party release of claims against the Debtors' owners,
      officers, and directors;

   f. the granting of DIP liens, adequate protection liens, and
      superpriority claims on and against avoidance actions and
      their proceeds;

   g. substantial unnecessary adequate protection rights to the
      Debtors' second lien prepetition secured creditors; and

   h. an unwarranted waiver of claims under Section 506(c).

The Committee also complains about the required quick sale of
substantially all the assets.

The Committee further says that the proposed DIP Facility provides
little, if any, benefit to unsecured creditors, but largely acts
to support the Prepetition Secured Parties' foreclosure of their
collateral for their own benefit.  Accordingly, the Court must not
approve the DIP Facility on a final basis.

                          DIP Financing

Under the proposed DIP facility, the bankruptcy will be financed
with a $56 million loan from the prepetition first lien lenders.

The DIP financing will provide an opportunity for the Debtors to
engage in an expedited sales process while in Chapter 11.

The DIP facility will mature in 120 days after the Petition Date.

The loan requires a quick-sale of the assets based on these
deadlines:

         Sale/Procedures Motion:            April 16
         Procedures Order:                  May 14
         Executed Letter of Intent:         May 17
         Auction:                           June 17
         Sale Hearing and Approval:         June 22
         Closing:                           June 28

With respect to the Debtors' prepetition obligations, General
Electric Capital Corp. and Bank of America Corp. are owed $11.5
million under certain term loans and $47.9 million under a
revolving loan, secured by a first lien in substantially all of
the Debtors' assets.  Junior lenders, led by Yucaipa Corporate
Initiatives Fund II, LLC, as agent, are also owed $75.6 million
under a second lien credit facility.

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


AFA INVESTMENT: Imperial Capital Approved as Investment Bankers
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AFA Investment Inc., et al., to employ Imperial Capital, LLC, as
investment bankers.

As reported in the Troubled Company Reporter on April 19, 2012,
Imperial is expected to, among other things:

   a) provide the Debtors with an analysis of their business,
      operations, properties, financial condition, competition,
      industry, forecast, prospects and management;

   b) assist the Debtors in preparing offering or solicitation
      materials with respect to any Transaction (includes a
      merger, consolidated, or any other business combination or
      sales involving all or substantial amount of the business or
      assets); and

   c) identify and contact selected qualified buyers for the
      Transaction and furnishing them, on behalf of the Debtors,
      with copies of the transaction offering materials.

Marc A. Bilbao, a managing director of Imperial, tells the Court
that the Debtors agreed to pay Imperial's fee structure:

    i) a monthly advisory fee of $100,000; and

   ii) a deferred fee payable as provided that under no
       circumstances will Imperial be entitled to payment of more
       than one deferred fee:

       (x) $250,000 if the assets of the Debtors' estates are (A)
           liquidated under a Chapter 11 Plan, (B) sold to any of
           the Debtors' prepetition secured lenders pursuant to a
           credit bid submitted by the lenders, if no third party
           submits an executed offer or offers with no material
           contingencies providing for aggregate consideration
           equal to or exceeding $40,000,000 or (C) otherwise sold
           for less than $40,000,000 in aggregate consideration;
           or

       (y) if the aggregate Transaction Consideration (the
           purchase price plus the assumption or payoff of
           indebtedness, less cash on hand) for the assets of the
           Debtors' estates equals or exceeds $40 million then
           Imperial will be entitled to either (A) the greater of
           $1 million or 2% of the aggregate consideration for the
           transaction in the context of a single transaction or
           (B) the greater of $500,000 or 2% of the aggregate
           Transaction Consideration for each transaction where
           the Transaction Consideration is at least $10 million,
           up to a maximum of $1.5 million in total for all such
           multiple transactions.

For the avoidance of doubt, only a single deferred fee may be
earned by Imperial under subparagraphs (i) or (ii) above.
Imperial will credit aggregate Monthly Advisory Fees in excess of
$200,000 against the amount of any Deferred Fee earned; provided,
however, that no more than $300,000 in monthly advisory fees will
be credited against the amount of any deferred fee.

In addition, the Debtors agree to reimburse Imperial for its
customary and reasonable expenses incurred in connection with the
matters.

Prepetition, Imperial received one payment from the Debtors in the
amount of $54,032.  Of the Prepetition Payment, $35,484 was
applied in satisfaction of the pro-rated monthly advisory fee for
the month of March, and the balance of $18,548 was taken as a
deposit against out-of-pocket expenses.  As of the Petition Date,
Imperial held approximately $7,500 of the expense deposit.

Mr. Bilbao assures the Court that Imperial is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


AFA INVESTMENT: Sec. 341(a) Meeting of Creditors Set for May 9
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors in AFA Investment Inc., et al.'s Chapter 11
cases on May 9, 2012, at 3:30 p.m.  The meeting will be held at J.
Caleb Boggs Federal Building, 2nd Floor, Room 2112.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


AFA INVESTMENT: To Seek Approval of Assets Sale Rules May 8
-----------------------------------------------------------
AFA Investment Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to enter an order establishing procedures for
the sale of substantially all their assets, and scheduling an
auction.

The Debtors relate that the lenders under the Debtors' prepetition
first lien credit facility provided a postpetition debtor-in-
possession financing facility to allow the Debtors to pursue the
sale in a manner that will maximize asset value and preserve as
many employee, vendor and customer relationships as possible.

The interim financing order establishes, among other things,
several milestones for the Debtors' sale process, including
requirements that the Debtors:

   a) file the bid procedures motion by April 16, 2012;

   b) obtain approval of bid procedures by May 14;

   c) obtain one or more executed letters of intent to purchase
      the assets by May 17;

   d) conduct the auction by June 17;

   e) seek to have the sale hearing occur and the sale order(s)
      entered no later than five business days after the auction;
      and

   f) consummate any sale(s) of the assets by June 28.

The Debtors have retained Imperial Capital, LLC, to identify
potential buyers and to assist in completing a Sale of the
Assets as a single lot to one buyer, or in discrete lots to
multiple buyers.  The Debtors have not yet designated a stalking
horse bidder or entered into a stalking horse agreement or other
asset purchase agreement.

                          Bid Procedures

The Debtors will ask for approval on May 8 at 2:00 p.m. (ET), of
the proposed sale procedures.  Objections, if any, are due April
30, at 4:00 p.m.

To incentivize potential bidders and thereby maximize the
potential value of their assets, the Debtors request that
they be authorized, upon their receipt of any bid (or bids, if for
less than substantially all assets) that the Debtors deem, in an
exercise of their sound business judgment to be acceptable, to
designate one or more bids as a stalking horse bid, at any time up
to 24 hours before the commencement of the auction.  The Debtors
also seek approval to grant the stalking horse bidder bid
protections, including a topping fee.

The interim order approving the DIP facility preserves, among
other things, credit bidding rights for the Debtors' secured
lenders.  The Debtors propose to deem General Electric Capital
Corporation, the agent under the DIP facility, as a "qualified
bidder."

The Debtors propose these key milestones under the sale
procedures:

    * The Debtors will seek to obtain letters of intent to
      purchase the assets until May 29, 2012.

    * Until 24 hours before the auction, the Debtors may select
      one or more stalking horse bidders.

    * The Debtors will continue soliciting interest from and
      assisting potential bidders in conducting due diligence
      until June 11, 2012.

    * If they receive more than one qualified bid, the Debtors
      will conduct an auction on June 12, 2012, beginning at 10:00
      a.m.

The Debtors have scheduled the sale approval hearing at June 15,
11:30 a.m.  Objections, if any, are due June 14, at 12:00 noon.

A full-text copy of the sale motion is available for free at
http://bankrupt.com/misc/AFAInvestment_sale.pdf

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


AHERN RENTALS: Court Approves Bid for Continuance of ADR Motion
---------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Ahern Rentals' motion for an order approving a stipulation for
continuance of a motion, pursuant to Section 105(a) of the
Bankruptcy Code, Bankruptcy Rule 9019(b) and Local Rule 9019, (I)
establishing alternative dispute resolution (ADR) procedures for
resolution of personal injury claims and (II) granting related
relief.  Accordingly, the hearing on the ADR motion is continued
from April 23, 2012 to June 1, 2012.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485.8 million in assets
and $649.9 million in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AMERICAN AIRLINES: US Airways to Proceed With Potential Merger
--------------------------------------------------------------
The Wall Street Journal's Susan Carey reports that Scott Kirby,
US Airways' president, and Doug Parker, its chief executive,
confirmed at an earnings conference call Wednesday they are
proceeding with a potential combination with American Airlines
despite American's pursuit of a plan to exit bankruptcy-court
proceedings as an independent carrier.

"While we would prefer to be working in concert with the AMR
management team and its board -- and hope to be doing so before
too long -- we understand what their focus is and, instead, we
have been working the creditors and the employees of AMR," Mr.
Parker said, according to WSJ.

WSJ also reports that Willie Walsh, CEO of British Airways parent
International Consolidated Airlines Group SA, said on Wednesday
IAG and British Airways intended to remain on the sidelines of
the merger battle brewing with American.  British Airways and
IAG's other carrier, Spain's Iberia, have deep ties with American
through their Oneworld global airline alliance.

"We intend to be passive but ready to act if, and when, something
happens," Mr. Walsh said in an interview in Barcelona, according
to WSJ.  "The process could play out in many different ways, and
we want to be ready to participate."

IAG recently hired New York-based Centerview Partners as an
adviser on the U.S. bankruptcy-court process.

WSJ notes US Airways believes a merger with American would yield
at least $1.2 billion in annual savings and added revenue, even
with shallower labor-cost cuts than AMR envisions in its
restructuring plan, and with improved pay and benefits for US
Airways' own employees.

WSJ also notes AMR has insisted that its job is to build a robust
stand-alone restructuring plan, and lawyers for its nine-member
creditors committee said this week that the committee backs that
goal, in part to provide a yardstick for evaluating other
potential strategic alternatives.

According to WSJ, a spokesman said AMR had no comment Wednesday,
but reiterated remarks its CEO, Tom Horton, made in a letter to
employees Monday.  In it, he said "nonbinding arrangements with
our unions" in no way alter AMR's course, which is to find the
best path for employees and investors in a disciplined process
and in collaboration with creditors. "And this includes whether
American will choose to pursue any combination down the road," he
added.

WSJ says the idea of merging AMR and US Airways, which would
create the world's largest airline, has gained some traction in
recent days.  Last week, the three major unions at American,
representing more than 50,000 employees, said they had thrown
their support behind such a merger and reached a deal with US
Airways on the outlines of a labor pact that would take effect if
the two carriers united.

WSJ also relates US Airways' Mr. Parker said that now that the
AMR employees are on his side, "we are focused on the full
unsecured creditors committee. We are eager to demonstrate to the
creditors of AMR that our plan would result in higher returns
than the AMR stand-alone strategy would."

According to WSJ, Mr. Kirby said the combination of Delta Air
Lines Inc. and Northwest Airlines created $2 billion in annual
synergies, while the marriage of United Airlines and Continental
Airlines is throwing off $1.1 billion of synergies.

"Since the new American will have revenue-generating capabilities
like United and Delta, it should also have labor costs like
United and Delta," Mr. Kirby said.

                American Needs Restructuring Plan
                       to Compare Options

Rothschild Inc. Managing Director David Resnick said American
needs to form a standalone restructuring plan even if it may
ultimately consider a merger with another airline, Nick Brown of
Reuters reported.

"The base case against which to compare alternatives is a
standalone plan.  Then, from there, you can compare other
options," Mr. Resnick said at a court hearing on AMR's proposal
to reject labor agreements, Reuters relayed.

The financial adviser made the statement after being pressed by
AMR's unions to acknowledge the projected value of their proposal
to merger AMR and US Airways, Reuters noted.

Mr. Resnick testified that AMR has a fiduciary duty to creditors
to consider all options to maximize recoveries, Reuters relayed.
"In my view, it makes no sense to put all your eggs in one
basket, to pursue one alternative without looking at an array of
options," Mr. Resnick told Judge Sean H. Lane of the U.S.
Bankruptcy Court for the Southern District of New York on
Wednesday, Reuters noted.

Mr. Resnick also maintained that the cuts are necessary to ensure
AMR's access to capital markets and gain high credit ratings,
which are needed to fund a broad business plan that involves
expanding its aircraft fleet and focusing on international
markets, Reuters relayed.

Mr. Resnick testified on the third day of the trial to consider
AMR's proposal to reject collective bargaining agreements and
impose its cost saving plan, which would entail 13,000 job cuts
and $1.25 billion in annual labor costs savings, Reuters noted.

A lawyer for AMR's flight attendants union questioned Mr. Resnick
on whether he believed the proposed labor costs are the "absolute
minimum" necessary for AMR to survive, Reuters relayed.  Mr.
Resnick responded that the figure represented the minimum
necessary for AMR to be viable, not merely survive, the report
continued.  He however conceded that he had not been privy to any
version of the plan that contemplated fewer labor cuts, the
report added.

Reuters says that for Judge Lane to grant its request, AMR must
prove not only that its unions have unreasonably shunned prior
negotiation efforts, but that it has explored alternatives to
avoid the drastic measure.  The latter point has become a central
theme, the report noted, with union attorneys grilling witnesses
over whether AMR sufficiently considered the alternative of a
merger.

            IAG Stays on the Sideline in Merger Battle

Daniel Michaels of The Wall Street Journal said in a separate
report that British Airways and its parent company intend to
remain on the sidelines of the merger battle brewing at their
U.S. partner, American Airlines, but will be ready to act, said
Willie Walsh, chief executive of International Consolidated
Airlines Group, SA.

The Journal related that IAG's two airlines, BA and Spain's
Iberia, have deep partnerships with American, through their
Oneworld airline alliance.  Mr. Walsh, IAG's chief executive, has
endorsed AMR's reorganization effort.  But IAG is preparing
itself for a range of outcomes from the process, Mr. Walsh said,
the report noted.

"We intend to be passive but ready to act if and when something
happens," Mr. Walsh said in an interview on the sidelines of an
aviation conference, the Journal reported.  "The process could
play out in many different ways, and we want to be ready to
participate."

To prepare itself, IAG hired New York-based Centerview Partners
as an adviser on the U.S. Chapter 11 process.  Mr. Walsh,
according to the Journal, said IAG retained the advisers to be
ready to take action, should it be necessary, but not as a
preparation for a move in the near term.

                        Wednesday's Trial

WFAA.com reports that David Resnick, a top financial adviser,
testified in Bankruptcy Court Wednesday he thinks AMR Corp. will
consider a merger as part of its reorganization plan.  Mr.
Resnick, however, added that AMR should form a standalone
restructuring proposal.

A trial on AMR's bid to cancel its union contracts began Monday in
Bankruptcy Court.  The hearing continues through Friday.

Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that Mr. Resnick, a managing director at Rothschild Inc.,
said during Wednesday's trial that from the moment he started
advising AMR, it became apparent significant cuts in labor costs
were an essential part of any restructuring, whether it happened
in or out of court.  Mr. Resnick also told a lawyer representing
American's mechanics union he thought AMR's stakeholders would
want it to look into consolidation with another airline, citing
AMR's fiduciary duty in bankruptcy.

DBR relates that when asked later by an AMR lawyer to elaborate on
his comments, Mr. Resnick said it's still important to have an
existing standalone plan as an alternative.  "It makes no sense to
put all your eggs in one basket," he said.

DBR notes a lawyer representing pilots had previously pressed
Resnick about whether AMR is pursuing its standalone plan
alongside strategic alternatives, a picture the unions have tried
to paint all week.  All three major unions last week said they'd
be willing to endorse an AMR merger with suitor US Airways Group
Inc., which the unions said has offered more generous terms than
what AMR wants to impose.

DBR also reports James & Hoffman P.C.'s Kathy Krieger, Esq., a
lawyer for the Allied Pilots Association, questioned Mr. Resnick
about the work his firm did for AMR, honing in on a statement he
made in a prior deposition that the company's business plan
included labor savings "benchmarked to competitors."  The pilots
have argued AMR's latest deals would make their compensation the
least competitive in the industry, something AMR's witnesses have
denied in testimony this week.

According to DBR, AMR's latest contract offer to its 10,000 pilots
seeks $370 million in concessions, including more time flying, no
premium pay and cuts in medical benefits.  While it would give
pilots a 1.5% annual pay raise for five years, it would also shift
some pilot hours to regional carriers that are affiliates or
partners of American Airlines.

When asked by Ms. Krieger whether Rothschild has calculated if
American's plan would still be viable if the pilot cuts were $270
million instead of $370 million, Mr. Resnick said, "It's a much
more complicated analysis than just subtracting a number."

DBR also reports AMR's latest offer to the 17,000 members of the
Association of Professional Flight Attendants would cut about
2,300 positions.  Earlier this week, AMR announced the mechanics
union, the Transport Workers Union of America, would send AMR's
latest proposal to its members for a vote.  The proposal to the
mechanics would cut fewer than the 8,500 jobs a prior offer called
for.

DBR notes that after about a week of testimony from AMR's
witnesses, the trial will break for two weeks for negotiations.
If no deals are reached, the unions will begin their own case in
May.  Bankruptcy Judge Sean H. Lane would then have until June to
decide whether AMR can nix the deals, barring a settlement.  AMR's
hope is for consensual agreements with the unions, DBR says.

                      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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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).


ALLIED IRISH: Incurs EUR2.3-Billion Loss in 2011
------------------------------------------------
Allied Irish Banks filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a loss of
EUR2.29 billion on EUR1.35 billion of net interest income in 2011,
a loss of EUR10.16 billion on EUR1.84 billion of net interest
income in 2010, and a loss of EUR2.33 billion on EUR2.87 billion
of net interest income in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

A copy of the Form 20-F is available for free at:

                         http://is.gd/i6SDb6

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.




AMERICAN WEST: Province Advisors OK'd as Financial Advisors
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
American West Development, Inc., to employ Province Advisors, LLC
as financial advisor.

The Court also ordered that the $86,770 retainer will be applied
towards Province's final application for fees and expenses
incurred in the Chapter 11 case.

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

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55,392,951 in assets and
$208,495,200 in liabilities as of the Chapter 11 filing.


ANIXTER INC: Fitch Rates Proposed $350-Mil. Sr. Unsec. Notes 'BB+'
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Anixter Inc.'s
proposed offering of $350 million of senior unsecured notes.  Net
proceeds from the offering will be used for general corporate
purposes, including repayment of amounts outstanding under its
revolving credit facility (RCF) and accounts receivable
securitization facility (ARSF).

The Rating Outlook is Stable.

Anixter's ratings continue to reflect:

  -- Fitch's Stable Outlook for the IT Distributors in 2012
     reflecting companies' strong liquidity and counter cyclical
     cash flow;

  -- Anixter's strong company profile with a niche market
     position, global scale, and higher than average margins in
     the distribution industry;

  -- Anixter's history of shareholder-friendly actions, exposure
     to copper price and currency fluctuations, and exposure to IT
     spending cyclicality.

Ratings strengths include:

  -- Leading market position in niche distribution markets which
     Fitch believes contributes to Anixter's above-average margins
     for a distributor;

  -- Broad diversification of products, suppliers, customers and
     geographies which adds stability to the company's financial
     profile by reducing operating volatility;

  -- The ability to generate cash from operations in a downturn
     from reduced working capital requirements.

Rating concerns continue to center on:

  -- Historical use of debt and free cash flow for acquisitions
     and shareholder-friendly actions;

  -- Thin operating margins characteristic of the distribution
     industry, although Anixter's margins are above its peers
     given the company's niche market position;

  -- Significant unhedged exposure to copper prices and currency
     prices;

  -- Exposure to the cyclicality of IT demand and general global
     economic conditions.

Pro forma for the proposed debt offering, Fitch estimates total
leverage (total debt/operating EBITDA) will increase to 2.2 times
(x) from 2.0x as of Dec. 31, 2011.

Fitch expects Anixter to use issuance proceeds to repay amounts
outstanding under its $400 million RCF due 2016 and $275 million
ARSF due 2013.  Pro forma liquidity totals $838 million and
consists of $186 million in cash, $377 million available under the
RCF, and $274 million under the ARSF.

Total debt pro forma for the issuance is estimated at $897 million
and consists primarily of the following:

  -- $280 million in 1% convertible unsecured notes due March
     2013;

  -- $31 million in 10% senior notes due February 2014;

  -- $200 million in 5.95% senior unsecured notes due February
     2015;

  -- $23 million outstanding under the revolving credit facility
     due April 2016;

  -- $350 million in new senior unsecured notes due 2019;

  -- $12 million of other debt.

The 1% convertible notes are issued by Anixter International and
are structurally subordinated to the remaining debt which is
issued by Anixter Inc.  Anixter Inc. is the operating company
under the parent company of Anixter International.

Fitch continues to rate Anixter and its wholly owned operating
subsidiary, Anixter International as follows:

Anixter International

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Senior unsecured debt at 'BB-'.

Anixter Inc.

  -- IDR at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Senior unsecured bank credit facility at 'BB+'.


ANIXTER INC: Moody's Rates Proposed $350MM Sr. Unsec. Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service affirmed Anixter's Ba2 Corporate Family
Rating and Ba2 Probability of Default Rating, but has relocated
these ratings to the Anixter Inc. level as Anixter International
Inc. no longer has any rated debt outstanding. In a related rating
action, Moody's assigned a Ba3 rating to the company's proposed
$350 million Senior Unsecured Notes due 2019. Proceeds from the
Notes issuance will be used to pay outstanding debt under the
company's receivable securitization program and short-term
borrowings, as well as provide additional liquidity for maturing
indebtedness and for general corporate purposes. Moody's also
lowered the rating on the company's two other senior unsecured
notes to Ba3 from Ba2. These notes and the proposed notes will not
benefit from the more junior debt issued by Anixter International
Inc. since its Convertible Notes due February 2013 will be repaid
at maturity. The rating outlook is stable.

The following ratings/assessments were affected by this action:

Anixter International Inc.:

Ba2 Corporate Family Rating withdrawn; and,

Ba2 Probability of Default Rating withdrawn.

Anixter Inc.

Corporate Family Rating assigned Ba2;

Probability of Default Rating assigned Ba2;

$31 million (originally $200 mil.) Sr. Unsec. Notes due 2014
lowered to Ba3 (LGD4, 63%) from Ba2 (LGD4, 55%);

$200 million Sr. Unsec. Notes due 2015 lowered to Ba3 (LGD4,
63%) from Ba2 (LGD4, 55%); and,

Proposed Sr. Unsec. Notes due 2019 assigned Ba3 (LGD4, 63%).

Ratings Rationale

Anixter's Ba2 Corporate Family Rating reflects its solid business
profile with a diverse product offering and a wide range of
customers. Additionally, the company is able to generate large
amounts of free cash flow. Its adjusted free cash flow-to-debt was
about 8.5% for 2011. Despite the higher interest costs associated
with the proposed notes relative to the 1% Convertible Notes due
February 2013, key leverage metrics remain reasonable. On a pro
forma basis for the last 12 months through December 31, 2011,
interest coverage defined as (EBITDA-CAPEX)-to-interest expense
will weaken to about 3.8 times from 4.6 times while debt-to-EBITDA
will remain around 3.2 times (all ratios incorporate Moody's
standard adjustments). However, the rating is constrained by the
company's shareholder friendly policies, which have included share
repurchases and special dividends. Once the Conv. Notes due 2013
are repaid, Anixter will have a modest maturity profile, with no
significant maturities until the $200 million of unsecured notes
mature in March 2015.

The Ba3 rating assigned to Anixter's proposed Sr. Unsec. Notes due
2019 and the lowering of the company's existing unsecured notes to
Ba3 from Ba2 result from the expected maturity of the $300 million
Sr. Unsec. Convertible Notes due February 2013. The convertible
notes are the most junior debt in the overall capital structure
and would have absorbed the first losses in a recovery scenario.
Additionally, the large amount of 20-day trade payables, which
have the highest recovery rates in the capital structure, and
foreign trade payables as calculated in the loss given default
assessment are providing downward pressures on the unsecured notes
ratings too. The proposed Sr. Unsec. Notes due 2019 will rank pari
passu to Anixter's existing revolving credit facility and its
other existing senior unsecured notes.

Proceeds from the proposed Sr. Unsec. Notes due 2019 will be used
to pay outstanding debt under the company's receivable
securitization program and short-term borrowings as well as
provide additional liquidity for maturing indebtedness and for
general corporate purposes, which could include bolt-on
acquisitions. The increased availability under the company's
liquidity facilities will give Anixter more financial flexibility
as it is likely that Anixter will draw down these facilities to
pay the special dividend of approximately $150 million. Moody's
notes Anixter will have difficulty making future dividend payments
since it will have reached the upper limit of the basket for
dividends as described in the company's credit agreements. The
company intends to use its free cash flow to reduce further the
outstandings under its revolver and securitization facility,
increasing availability and giving it the ability to pursue
potential acquisitions and to pay off its convertible notes in
February 2013.

The stable rating outlook incorporates Moody's view that key
credit metrics will get better as Anixter improves its operations.
The outlook also includes Moody's expectations that Anixter will
extend its securitization facility, which expires in May 2013, and
that free cash flow will be used to reduce debt, enhancing
financial flexibility so that it can pay off its convertible notes
in February 2013.

An upgrade is possible if operating performance results in (EBITDA
-- CAPEX)/interest expense nears 5.0 times or debt-to-EBITDA
approaches 2.25 times (all ratios incorporate Moody's standard
adjustments). A better liquidity profile could also support
positive rating actions.

A rating upgrade is possible if operating performance results in
(EBITDA -- CAPEX)/interest expense nears 5.0 times or debt-to-
EBITDA approaches 2.25 times (all ratios incorporate Moody's
standard adjustments). A better liquidity profile could also
support positive rating actions.

A rating downgrade could ensue if Anixter's if financial
performance deteriorates due to an unexpected decline in the
company's end markets that result in (EBITDA -- CAPEX)/interest
expense nearing 2.25 times or debt-to-EBITDA remaining above 3.25
times (all ratios incorporate Moody's standard adjustments).
Significant debt-financed acquisitions, sizeable share
repurchases, special dividends that meaningfully increase debt
levels or negatively impact Anixter's liquidity profile could
adversely affect the ratings, as well. Failure to extend the
securitization facility for multiple years could negatively impact
the ratings as well.

The principal methodology used in rating Anixter was the Global
Distribution and Supply Chain Services Industry Methodology,
published in November 2011. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

Anixter Inc., headquartered in Glenview, IL, wholly-owned and
primary operating subsidiary of Anixter International Inc., is a
global distributor of communications products, electrical and
electronic wire and cable, fasteners and other small parts to
Original Equipment Manufacturers ("OEMs"). Revenues for the twelve
months through March 30, 2012 totaled about $6.2 billion.


APEX DIGITAL: Has Authority to Use Cash Collateral Through July 16
------------------------------------------------------------------
The U.S. Bankruptcy for the Central District of California has
approved a fifth cash collateral stipulation between Apex Digital,
Inc., and secured creditor Avision Technology Company Limited.

The parties agree the Debtor may use the cash which constitutes
Avision's collateral, until the earlier of (i) July 16, 2012, (ii)
the Effective Date of a confirmed plan of reorganization in the
Debtor's case, (iii) the entry of an order dismissing the Debtor's
bankruptcy case, or (iv) the termination of the Stipulation.

The Debtor will be authorized to use cash collateral in accordance
with the Budget, subject to a permitted deviance of up to 10% of
the total expenses for any week with any unused portions to be
carried over into the following week on a line-item by line-item
basis only.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Avision a replacement lien in,
any and all assets of Debtor.  The replacement lien and security
interest will have the same priority, extent and validity as
Avision's liens and security interests existing in the cash
collateral used by the Debtor.

Avision will also receive additional adequate protection in the
form of monthly payments of $5,000 each, which payments will be
made to Avision on May 14, 2012, June 11, 2012 and July 9, 2012.

A copy of the cash collateral budget is available for free at:

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

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12,782,708 in
assets and $27,118,168 in liabilities, as of the Petition Date.

Rosendo Gonzalez has been named Chapter 11 examiner in the
bankruptcy case.  Mr. Gonzalez has tapped C. John M. Melissinos,
Esq., at Davidoff Gold LLP, as counsel.


APEX DIGITAL: Can Hire Shafai as Special Litigation Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has authorized Apex Digital, Inc., to employ The Law Offices of
John Z. Shafai as special litigation counsel.

As reported in the Troubled Company Reporter on Feb. 27, 2012,
the Debtor on Jan. 31, 2008, filed a complaint in the Superior
Court of the State of California in and for the County of Los
Angeles, Central District against numerous defendants, seeking
damages in excess of $2 million.

The Debtor requires the services of special litigation counsel to
represent the Debtor in connection with the State Court Action.
The Debtor requires special litigation counsel to obtain default
judgments against the Defaulted Defendants, to collect on any
default judgments rendered against the Defaulted Defendants, and
to take collection actions against Larry R. Metz and Miranda Suen
(the defendants who are currently in breach of their settlement
agreements with the Debtor).  The claims asserted by the Debtor in
the State Court Action constitute assets of the Debtor's
bankruptcy estate and may potentially be a source of funding for
the Debtors'reorganization efforts.

Since Shafai has represented the Debtor in connection with the
State Court Action from its inception, Shafai is extremely
familiar with and knowledgeable about the factual and legal issues
relating to the State Court Action.  Given Shafai's familiarity
with the State Court Action, the Debtor believes that Shafai is
the ideal counsel to represent the Debtor in connection with the
State Court Action.

On Aug. 20, 2007, the Debtor and Shafai entered into a written
agreement formalizing the Debtor's retention of Shafai as its
counsel in connection with the State Court Action.  For its legal
services, Shafai has agreed to accept a contingency fee equal to
one-third (33.33%) of any recovery from the State Court Action,
plus the reimbursement of any out-of-pocket expenses incurred by
Shafai in connection with the State Court Action.

John Z. Shafai, Esq., assures the Court that the firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12,782,708 in
assets and $27,118,168 in liabilities, as of the Petition Date.

Rosendo Gonzalez has been named Chapter 11 examiner in the
bankruptcy case.  Mr. Gonzalez has tapped C. John M. Melissinos,
Esq., at Davidoff Gold LLP, as counsel.


APTALIS PHARMA: Moody's Affirms B2 CFR, Cuts Loan Rating to B2
--------------------------------------------------------------
Moody's Investors Service lowered Aptalis Pharma, Inc.'s senior
secured term loan and revolving credit facilities to B2 from B1.
The B2 rating extends to the new $200 million incremental term
loan. At the same time, Moody's affirmed the company's B2
Corporate Family Rating and B2 Probability of Default Rating and
SGL-2 Speculative Grade Liquidity Rating.

Proceeds from the new term loan B tranche of $200 million will be
used to repurchase Aptalis's $195 million of 12.75% senior
unsecured notes due 2016. The downgrade of the senior secured
rating reflects the change in mix of secured and unsecured debt in
the capital structure, eliminating the senior unsecured debt which
provided loss absorption and a lift to the senior secured rating.
With the senior unsecured notes repaid, all of Aptalis's debt is
senior secured bank debt, and rated the same as Aptalis's B2
Corporate Family Rating.

Aptalis Pharma, Inc.

Ratings lowered (and face amounts adjusted):

Term loan B of $950 million to B2 (LGD4, 50%) from B1 (LGD3, 39%)

Revolving credit facility of $115 million expiring 2016 to B2
(LGD4, 50%) from B1 (LGD3, 39%)

Revolving credit facility o $32 million expiring 2014 to B2 (LGD4,
50%) from B1 (LGD3, 39%)

Ratings affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2

Speculative Grade Liquidity Rating at SGL-2

Rating to be withdrawn at close:

Senior unsecured notes of $195 million at Caa1 (LGD6, 91%)

RATINGS RATIONALE

Aptalis's B2 Corporate Family Rating is constrained by its small
size and scale and its high level of product concentration. The B2
rating also reflects relatively high financial leverage, which
Moody's expects to remain close to 5.0 times using Moody's
adjustments. The rating is supported by Aptalis's strong market
positioning as a niche player in gastroenterology. A majority of
Aptalis's products do not have patent protection which potentially
leaves them exposed to generic competition. The recent FDA
approvals of Ultresa and Viokace (previously off-the-market
pancrelipase products) are credit-positive, although Aptalis will
be challenged to regain lost market share. Moody's anticipates
that acquisitions and in-licensing deals will remain a key part of
Aptalis's business strategy, potentially raising the company's
leverage but having a positive effect on its business profile.

While leverage is high, the stable rating outlook reflects Moody's
expectations that growth in ZenPep and realized cost synergies
from the Eurand acquisition will result in an improved leverage
profile.

The ratings could be upgraded if Aptalis reduces debt/EBITDA below
4.0 times while improving its scale and diversity; for instance,
with its Top 3 and Top 5 products representing less than 60% and
75% of revenues, respectively. Conversely, the ratings could be
downgraded if debt/EBITDA exceeds 6.0 times or if CFO/Debt falls
below 5%. Such a scenario appears unlikely in the ordinary course
of business but could result from a significant debt-financed
acquisition.

The principal methodology used in rating Aptalis Pharma, Inc. was
the Global Pharmaceuticals Industry Methodology published in
October 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


BERNARD L. MADOFF: Customers Appeal $5-Bil. Picower Settlement
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that several customers of Bernard L. Madoff Investment
Securities Inc. on April 25 appealed a March ruling by a U.S.
district judge upholding the bankruptcy court's approval of a
settlement where the estate of the late Jeffry Picower agreed to
forfeit $2.2 billion to the U.S. government and pay $5 billion to
Irving Picard, the Madoff trustee.  The appeal to the U.S. Court
of Appeals was taken from the 49-page opinion by U.S. District
Judge John G. Koeltl, who concluded that the challenge to the
$7.2 billion settlement "borders on the frivolous."

According to the report, customers were dealt another defeat last
week when the U.S. Court of Appeals summarily dismissed an appeal
by customers challenging the Picower estate's $7.2 billion
forfeiture.  Even if customers succeed in setting aside the
settlement with the Madoff trustee, the entire $7.2 billion
forfeiture to the government will stand unless the customers gain
the right to appeal to the U.S. Supreme Court and win.  The
government already said it would turn the forfeited funds over to
customers.  The forfeiture was structured so the $5 billion paid
to the trustee would be a credit toward the $7.2 billion
forfeiture.  The entire $7.2 billion will be paid even if the $5
billion settlement with Picard is upset.

Mr. Rochelle notes that various appeals are preventing Mr. Picard
from distributing $8.6 billion to customers.  Customers taking the
appeals typically are those called net winners, who managed to
take more cash out of their Madoff accounts than they invested.
The appeals court already ruled that so-called net winners aren't
entitled to customer claims, so they won't be sharing any of the
additional $8.6 billion.

The appeal in district was Fox v. Picard (In re Madoff),
10-4652, U.S. District Court, Southern District of New York
(Manhattan).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims.  The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered.  Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.

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


BETSEY JOHNSON: Enters Chapter 11 for Quick Sale or Wind-Down
-------------------------------------------------------------
New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, after attempts to sell the business failed.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Debtor, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped $27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a $50 million term loan used
to finance the business' acquisition by Castanea Partners.  At the
same time, Castanea, the company's majority owner, made a new
capital investment of $3 million as part of the deal with Madden.

                       Prepetition Effort

"Since 2007, sales at the retail stores have experienced declines
by over 20% and profitability has declined by more than 50%.  In
addition, the economic recession had a devastating impact on
higher-end fashion apparel brands, including Betsey Johnson
Fashions.  The effect on the Debtor's business was further
compounded by certain merchandising decisions that negatively
impaired dress and handbag sales.  Over the last year, the Debtor
has hired new senior merchandisers, designers and wholesalers who
have been successful in consummating the first steps of the
Debtor's recovery.  Notably, in 2011, sales for the first time in
several years were up by 8% over the prior year.  However,
continued cash constraints continued to be an obstacle to the
Debtor's complete turnaround," Jonathan Friedman, CFO of the
Debtor, explains in a court filing.

For the fiscal year ending Dec. 31, 2011, the Debtor generated
sales revenues of nearly $60 million, but had an EBITDA of
negative $5.7 million.  Of its revenues, $57.6 million were
attributable to the Debtor's retail and online business and
$2.4 million were attributable to the Debtor's wholesale business.

In January 2012, Betsey Johnson commenced a process to explore
strategic alternatives, including a sale of the business
enterprise as a going concern, pursuant to which the Company held
multiple discussions with at least three prospective purchasers.

In February, the Debtor engaged Morpheus Capital + Advisors LLC
was hired to assist the company in finding new equity investors or
selling the business as going concern but, despite diligent
efforts, discussions with numerous prospects and intensive
negotiations with at least two interested parties, no agreement
for such an equity investment or sale has been reached with any
party to date.

Because the Company is suffering severe liquidity constraints and
is or will imminently be in default under its secured loans, it
decided to seek bankruptcy protection Thursday night.

The Wall Street Journal, citing unnamed sources, reported early
Thursday about Betsey Johnson's bankruptcy plans.

The Debtor estimated assets and debts of $10 million to $50
million as of the Chapter 11 filing.  The company owes $3 million
under a secured term loan provided by BJ Acquisition, LLC, and
$2.35 million under a secured revolving line of credit provided by
First Niagara Commercial Finance Inc.  Unsecured obligations owed
to vendors and other creditors aggregate $4.1 million.  The
company's largest unsecured creditor is Haskell Jewels LLC of New
York, with a $450,105 claim.

                         First Day Motions

The Debtor has filed "first day" motions that seek, among other
things, to ensure the continuation of the Debtor's cash management
system and other business operations without interruption, obtain
secured postpetition financing essential to support the Debtor's
business, preserve customer relations, maintain employee
dedication and morale, and establish certain other administrative
procedures to facilitate the transition of the Debtor's business
operations into chapter 11.

The Debtor has tapped the law firm of Goulston & Storrs, as
counsel; Togut, Segal & Segal, LLP, as co counsel; Richter
Consulting, Inc., as financial advisor, and Donlin Recano &
Company as claims and notice agent.

                           Sale of Assets

The Debtor's primary chapter 11 objective is to effectuate an all-
asset sale, either as a going concern or through an orderly wind-
down process using a nationally recognized liquidator.  The Debtor
intends to entertain offers to purchase any or all of its business
operations.

The Debtor is filing a motion to establish procedures for the sale
of substantially all its assets.  After reviewing the initial
bids, the Debtor selected the bid of Hilco Merchant Resources, LLC
to serve as the stalking horse bid.  Based on a review of the
Debtor's business plan, the operating results since the Petition
Date, the efforts by the Debtor and its advisors to market the
Debtor's assets, the Debtor's board of directors determined that
the interests of the Debtor, their creditors, employees and
customers would be best served by proceeding with going out of
business or store closing sales at all of the Debtor's stores,
subject to higher and better offers.

Earlier in April, the Debtor, with the assistance of its
professionals, solicited offers from three of the leading national
liquidation firms and provided them with extensive information
regarding the Debtor's stores, merchandise and expense structure.
One of the three, with the consent of the Debtor, brought in a
fourth liquidation firm as a joint venture partner.  The Debtor
requested and received on April 23 three initial bids for the
right to serve as agent and conduct the store closing sales at all
of its retail store locations.

On April 26, the Debtor entered into the agency agreement with the
stalking horse bidder, which provides for the store closing sales.
The material terms of the deal are:

   * Assets to be sold include all merchandise at up to 69 stores
and distribution centers and all FF&E located at the stores.

   * The liquidating agent will guarantee the Debtor's receipt of
92.0% of the cost value of the merchandise included in the sale.

   * The liquidating agent will receive a fee of 25% of the net
proceeds from the sales.

   * The liquidating agent will supervise the sale of merchandise
and FF&E located at the UK store.

   * The Debtor may supplement the merchandise in the stores with
any on-order goods.

   * The closing sales will being on or before May 11, 2012.

As consideration for serving as stalking horse bidder, Hilco has
required that it be awarded a break-up fee equal to $50,000
payable in the event that another party is the winning bidder.

The Debtor requests that the Court enter the sale procedures order
as soon as possible on or after April 27, 2012 and that the Court
set a deadline of May 7, 2012 to: (i) object to the sale motion
and the sale contemplated thereby; and (ii) submit bids and
counteroffers.  In addition, the Debtor is seeking authority to
conduct an auction on May 8, 2012, with the sale hearing to follow
on May 9, 2012.  This schedule will ensure that the store closing
sales commence no later than May 11, 2012 to take advantage of
prom season, and prior to Mother's Day on May 13, 2012.


BETSEY JOHNSON: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Betsey Johnson LLC
        498 Seventh Avenue
        New York, NY 10018

Bankruptcy Case No.: 12-11732

About the Business: Formed as B.J. Vines by its namesake, iconic
                    fashion designer Betsey Johnson in 1978, the
                    Debtor sells clothing, footwear, handbags and
                    a signature fragrance through 63 Betsey
                    Johnson retail stores and outlets in the U.S.
                    The Debtor, which has 400 employees, also
                    sells its products in department and specialty
                    stores worldwide, including Macy's and Lord &
                    Taylor, and online at
                    http://www.betseyjohnson.com/ Non-debtor
                    subsidiaries operate five stores in Canada and
                    one store in England.

Chapter 11 Petition Date: April 26, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York

Debtor's
Bankruptcy
Counsel:    James F. Wallack, Esq.
            Douglas B. Rosner, Esq.
            Gregory O. Kaden, Esq.
            Vanessa V. Peck, Esq.
            GOULSTON & STORRS, P.C.
            400 Atlantic Avenue
            Boston, MA 02110-3333
            Tel: (617) 482-1776
            E-mail: jwallack@goulstonstorrs.com
                    drosner@goulstonstorrs.com
                    gkaden@goulstonstorrs.com
                    vpeck@goulstonstorrs.com

Debtor's
Co-Counsel: Frank A. Oswald, Esq.
            TOGUT, SEGAL & SEGAL LLP
            One Penn Plaza, Suite 3335
            New York, NY 10119
            Tel: (212) 594-5000
            E-mail: frankoswald@teamtogut.com

Debtor's
Financial
Advisor   : RICHTER CONSULTING, INC.
            200 South Wacker Drive, Suite 3100
            Chicago, Illinois 60606

Debtor's
Claims and
Noticing
Agent:      DONLIN RECANO
            419 Park Avenue South
            New York, New York 10016

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

The petition was signed by Jonathan Friedman, chief financial
officer.

Betsey Johnson LLC's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Haskell Jewels, LLC                Trade Debt            $450,105
390 Fifth Avenue
2nd Floor
New York, NY 10018
Michelle Nitti ? Account Executive
212-764-3332
mnitti@haskelljewels.com
Jon Ruggieri ? SVP Licensed Brands
jruggieri@haskelljewels.com

B.C. America                       Trade Debt            $443,087
131 West 35th Street
10th Floor
New York, NY
Carl ? 212-279-3601 X201
carl@bcamerica.com

Parawin Industries Limited         Trade Debt            $298,176
Unit 4 2/Fl. Block B
Hoi Luen Industrial Center
55 Hoi Yuen Rd
Kwun Tong, Kowloon
HONG KONG
Sunny Tse ? Owner
Stse@parawinhk.com
011- 852 -27630948

American Express                   Trade Debt            $258,148
200 Vesey Street
New York, NY 10285
212-640-2000
CEO ? Kenneth Chenault
Michael Diamond ? Acct Rep.
201-850-1052
Michael.d.diamond@aexp.com

Cejon Inc.                         Trade Debt            $194,546
390 Fifth Avenue
6th Floor
New York, NY 10018
Emily Small ? Account Executive
small@cejon.com
212-967-4663

KSP Limited                        Trade Debt            $160,241
Unit 1109, 11 FL
One Harbourfront
18 Tak Fung Street
Hung Hom, Kowloon
HONG KONG 1111
011-852-9472-7339
Annie Tsui
Annie@ksphkg.com
011-852-2954-2266 x730

Federal Express                    Trade Debt            $159,026
Federal Express
942 South Shady Grove Road
Memphis, TN 38120
901-369-3600
CFO ? Alan Graf
Acct. Rep. Julie Dworek
Fax: (800) 548-3020

Lunada Bay                         Trade Debt            $138,314
214 W 39th Street
Suite 702
New York, NY 10018
Chuck Pinkow ? VP Sales
cchh6@aol.com
212-944-9788

Matt Textiles, Inc                 Trade Debt            $126,645
142 West 36th Street 6 FL
New York, NY 10018
Nana/Fred
212-967-6010
Mattextile@aol.com

Mast Industries                    Trade Debt            $119,015
4 Limited Parkway
Reynoldsburg, OH 43068
Tsam (new company)
666 Fifth Avenue
4th Floor
New York, NY 10103
Jim Schwartz
212-904-7600
Jschwartz@mast.com

Texollini                          Trade Debt            $108,125
1359 Broadway
Suite 726
New York, NY 10018
Peter Unzueta
212-290-2701
punzueta@texollini.com

Steve Madden LTD (HQ)
52-16 Barnett Ave
Long Island City, NY 11104         Trade Debt             $96,413

Dave Rosenfelt ? President
310-348-9224
Cell ? 718-308-2491
Davidrosenfelt@stevemadden.com

Julianna Marra ? Account Executive
718-308-4138
Juliannemarra@stevemadden.com

Headline Fashions LTD.             Trade Debt             $93,876
Prince Ind. Bldg , 7th Floor
106 King Fuk St. San PO Kong
Filat A&B,
Kowloon, HONG KONG
011-852-2326-0225
Margot Levy
Fax: 011-852-2352-0436

Alba Wheels Up International Inc.  Trade Debt             $72,898
150-30 132nd Ave.
Jamaica, NY 11434
Salvatore Stile II
s.stile@albawheelsup.com
718-276-3000

Haskell Timepieces LLC             Trade Debt             $67,041
390 Fifth Avenue
2nd Floor
New York, NY 10018

Michelle Nitti ? Account Executive
212-764-3332
mnitti@haskelljewels.com

Jon Ruggieri ? SVP Licensed Brands
jruggieri@haskelljewels.com

T Shirt Factory                    Trade Debt             $66,401
3400 S. Main Street
Los Angeles, CA 90007
323-321-3747
Charles DeTorre
Charles@tsfglobal.com

Coddy Global LTD                    Trade Debt            $65,251
13F, NO 2, SEC. 1 Tun Hwa South
Road
TAIPEI
TAIWAN R.O.C.
011-886-2-2781-5550 Ext 110
Miranda Change
miranda_chang@coddy.com.tv
Fax No. 011-886-2-2781-5550

Colortex Lining, Inc.                Trade Debt           $64,727
270 W. 38th Street
Suite 400
New York, NY 10018
212-560-9170
Colortexlining@aol.com

H&S Fashion                          Trade Debt           $64,706
327 W. 36th Street 6th Floor
New York, NY 10018
212-564-1211
36thfashionco@gmail.com
Mr. Lim

Chinamine Trading LTD                Trade Debt           $62,910
NO.1 Hung To Road
RM 2802-2811,
Kowloon
HONG KONG
US Office:
214 West 39th Street
Room 304
New York, NY 10018
212-575-1525
Carrie Barnett
carribarnett@chinamineusa.com

Deloitte & Touche LLP                 Trade Debt          $60,000
Michael Savarese ? Audit Partner
1633 Broadway
New York, NY 10019
212-436-3143
Fax: (212) 489-1687

Michar LLC NY                         Trade Debt          $59,717
499 7th Avenue
14th Floor
New York, NY 10018
Michael Maher
mmaher@micharllc.com
212-398-4636

LALA Land Production &               Trade Debt           $54,411
Design
2301 E 7th Street B114
Los Angeles, CA 90023
Alexander Zar ? CEO
az@lalaland-design.com
323-267-8485

Lilly Fashion NYC Inc                 Trade Debt          $53,136
265 West 37th Street
10th Floor
New York, NY 10018
Sara 212-921-4660
sara@lillynyc.com

MCM Enterprise                        Trade Debt          $49,830
148 39th Street
3rd Floor
Brooklyn, NY 11232
Joanne Lau
Joanne.lau.0101@gmail.com
718-438-8443

Carole Hochman Designs Inc.           Trade Debt          $49,791
135 Madison Avenue
6th Floor
New York, NY 10016

Lauren Borish Sodowick ? Divisional
Director of Sales
Lauren.borish@carolehochman.com
212-725-1212 x356

Caesars                               Trade Debt          $49,333
c/o C-III Asset Management LLC
1717 Arch St. 30th Floor
Philadelphia, PA 19103-2707
215-963-4000
Contact ? Missy A. Quinn
missy.quinn@cushwake.com

Leg Resources                         Trade Debt          $44,827
350 5th Avenue (ESB)
Suite 2209
New York, NY 10018

Wayne Lederman ? President
Wayne@legresource.com
212-736-4574

CIGNA                                 Trade Debt          $41,850
499 Washington Blvd.
4th Floor
Jersey City, NJ 07310
Ryan Murphy
201-533-7824
Fax: 201-533-7164

Google Inc.                           Trade Debt          $35,750
1600 Amphitheatre Pkwy
Mountain View, CA 94043
650-253-0000
CFO ? Patrick Pichette
Fax: 650-253-0001


BICENT POWER: Can Draw Down $8.225MM From $57MM Barclays DIP Loan
-----------------------------------------------------------------
Bicent Power LLC, Bicent Holdings LLC and their debtor-affiliates
won interim authority to draw down up to $8.225 million from the
$57 million DIP financing arranged by Barclays Bank plc, as
administrative agent and collateral agent.

The DIP funding is a superpriority priming multi-draw term loan
facility.  The loan amount includes $25 million in terms loan and
up to $32 million in synthetic letter of credit facility to be
used solely to replace prepetition letters of credit.

Pursuant to the DIP order, $2.225 million of the interim drawdown
will be for synthetic letter of credits.

The DIP loan will mature on the earliest of 150 days from the
petition date, the consummation of a chapter 11 plan acceptable to
the DIP lenders, or an event of default.

The Debtors also obtained permission to use cash collateral of
their prepetition lenders, on an interim basis.

The Debtors have $383.7 million of outstanding funded debt.  First
lien debt comprises $117.1 million in principal under a Term B
facility, $16.4 million under a revolving credit facility, and
$31.6 million of outstanding letters of credit.  Second lien debt
is $128.5 million plus accrued and unpaid interest.  Additionally,
there is $65.2 million outstanding under a mezzanine credit
agreement.

Barclays serves as first lien administrative agent and first lien
collateral agent to the Debtors' prepetition first lien lenders.
U.S. Bank National Association, as successor in interest to
Barclays, is the agent under a second lien facility.  Barclays is
also the agent under the mezzanine credit facility with Bicent
R.F. LLC, a holding company whose only asset is the stock of
Bicent Power.  The mezzanine debt is unsecured.

Under the Interim DIP Order, the prepetition first lien lenders
are granted adequate protection for the cash use.  Among other
things, the Debtors agree to pay for the lenders' legal fees and
expenses.  Barclays as prepetition first lien agent has engaged as
lead counsel:

          Abhilash M. Raval, Esq.
          Michael E. Comerford, Esq.
          MILBANK TWEED HADLEY & MCCLOY LLP
          1 Chase Manhattan Plaza
          New York, NY 10005
          Fax: 212-822-5318
          E-mail: ARaval@milbank.com
                  MComerford@milbank.com

and Delaware counsel:

          Robert Dehney, Esq.
          Curtis Miller, Esq.
          MORRIS NICHOLS ARSHT & TUNNEL LLP
          Chase Manhattan Centre, 18th Floor
          1201 North Market Street
          Wilmington, DE 19899
          Fax: 302-425-4673
          E-mail: rdehney@mnat.com
                  emiller@mnat.com

Barclays also has hired RPA Advisors LLC as financial advisor and
may tap the services of two environmental counsel.

The second lien lenders are also granted adequate protection for
their consent to the use of their cash collateral and the
borrowings under the DIP facility, which will rank ahead of the
second lien debt.  Among others, the Debtors will pay for the
second lien agent's legal fees and expenses up to a $500,000 cap.
The second lien agent has hired as lead counsel:

          Andrew Goldman, Esq.
          WILMER CUTLER PICKERING HALE & DORR LLP
          399 Park Avenue
          New York, NY 10022
          Fax: 212-230-8888

The Interim DIP Order earmarks $25,000 to be used by any official
committee appointed in the case to investigate the liens and
claims of the prepetition lenders.  However, the committee may not
use the funds in the filing and prosecution of those claims.  The
committee has two months from its formation to conduct any such
probe.

A final hearing on the Debtors' DIP facility and cash use is set
for May 17.

                       About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9 percent-
owned by Beowulf (Bicent) LLC.

In their petitions, Bicent Holdings estimated under $50,000 in
assets and $50 million to $100 million in debts.  Bicent Power
estimated $100,000 to $500,000 in assets and $500 million to $1
billion in debts.  The petitions were signed by Christopher L.
Ryan, chief financial officer.

The Debtors began negotiations with lenders for a bankruptcy
filing six months ago.  The parties have agreed to the terms of a
Chapter 11 plan pursuant to a restructuring support agreement.
The Chapter 11 plan negotiated by the parties contemplates that
allowed administrative claims, fee claims, and priority claims
will be paid in full upon the effective date of the Plan.  Holders
of allowed first lien credit facility claims will receive
substantially all of the equity of the post-emergence company.
Holders of second lien debt will receive warrants to obtain equity
so long as the class votes to accept the Plan.

Pursuant to the RSA, the Debtors are required to seek approval of
the Disclosure Statement within the first 55 days of the Chapter
11 cases and obtain confirmation of the Plan within the first 105
days after the Petition Date.  The Plan must be consummated within
120 days of the Petition Date.

The Plan also contemplates the potential sale of the non-debtor
brush entities and their assets outside the Chapter 11 cases.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.


BICENT POWER: Has Green Light to Hire Epiq as Claims Agent
----------------------------------------------------------
Bicent Power LLC, Bicent Holdings LLC and their debtor-affiliates
won permission from the Bankruptcy Court to employ Epiq Bankruptcy
Solutions LLC as their claims and noticing agent.  Although the
Debtors have not yet filed their schedules of assets and
liabilities, they anticipate that there will be in excess of 2,000
entities to be noticed.  The Debtors believe the hiring of a
claims and noticing agent is necessary.

The Debtors have provided the firm a $25,000 retainer pre-
bankruptcy.

The Debtors are also seeking to employ Epiq as administrative
advisor.

                       About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9 percent-
owned by Beowulf (Bicent) LLC.

In their petitions, Bicent Holdings estimated under $50,000 in
assets and $50 million to $100 million in debts.  Bicent Power
estimated $100,000 to $500,000 in assets and $500 million to $1
billion in debts.  The Debtors have $383.7 million of outstanding
funded debt.  First lien debt comprises $117.1 million in
principal under a Term B facility, $16.4 million under a revolving
credit facility, and $31.6 million of outstanding letters of
credit.  Second lien debt is $128.5 million plus accrued and
unpaid interest.  Additionally, there is $65.2 million outstanding
under a mezzanine credit agreement.

The Debtors began negotiations with lenders for a bankruptcy
filing six months ago.  The parties have agreed to the terms of a
Chapter 11 plan pursuant to a restructuring support agreement.
The Chapter 11 plan negotiated by the parties contemplates that
allowed administrative claims, fee claims, and priority claims
will be paid in full upon the effective date of the Plan.  Holders
of allowed first lien credit facility claims will receive
substantially all of the equity of the post-emergence company.
Holders of second lien debt will receive warrants to obtain equity
so long as the class votes to accept the Plan.

Pursuant to the RSA, the Debtors are required to seek approval of
the Disclosure Statement within the first 55 days of the Chapter
11 cases and obtain confirmation of the Plan within the first 105
days after the Petition Date.  The Plan must be consummated within
120 days of the Petition Date.

The Plan also contemplates the potential sale of the non-debtor
brush entities and their assets outside the Chapter 11 cases.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petitions
were signed by Christopher L. Ryan, chief financial officer.

Barclays Bank plc, the administrative agent and collateral agent
to the the DIP lender, is also the first lien administrative agent
and first lien collateral agent to the prepetition first lien
lenders.  U.S. Bank National Association, as successor in interest
to Barclays, is the agent under the second lien facility.
Barclays is also the agent under the mezzanine credit facility
with Bicent R.F. LLC, a holding company whose only asset is the
stock of Bicent Power.  The mezzanine debt is unsecured.

Barclays, as prepetition first lien agent, is represented by
Abhilash M. Raval, Esq., and Michael E. Comerford, Esq., at
Milbank Tweed Hadley & McCloy LLP; and Robert Dehney, Esq., and
Curtis Miller, Esq., at Morris Nichols Arsht & Tunnell LLP.
Barclays also has hired RPA Advisors LLC as financial advisor.
The second lien agent is represented by Andrew Goldman, Esq., at
Wilmer Cutler Pickering Hale & Dorr LLP.


BIOZONE PHARMACEUTICALS: Issues $250,000 Sr. Secured Conv. Note
---------------------------------------------------------------
BioZone Pharmaceuticals, Inc., sold a 10% senior secured
convertible promissory note to an accredited investor for a
purchase price of $250,000.  The principal amount of the Note is
payable in cash on those dates and in those amounts as set forth
in the Note, based on the receipt of proceeds from sales to a
certain vendor.

The Note bears interest at the rate of 10% per annum.  The Company
may prepay any outstanding amounts owing under the Note, in whole
or in part, at any time prior to the Final Maturity Date.  The
entire remaining principal amount and all accrued but unpaid or
unconverted interest thereof, is due and payable on the earliest
of (1) the Final Maturity Date, (2) the consummation of a
financing by the Company resulting in net proceeds equal to or
greater than 1.5 times the remaining outstanding unconverted
principal amount hereunder and (3) the occurrence of an Event of
Default.  The Note is convertible into shares of the Company's
common stock at an initial conversion price of $1.50 per share.

The Company is prohibited from effecting a conversion of the Note,
to the extent that as a result of such conversion, the Investor
would beneficially own more than 4.99% in the aggregate of the
issued and outstanding shares of the Company's common stock,
calculated immediately after giving effect to the issuance of
shares of common stock upon conversion of the Note.

All of the Company's obligations under the Note are secured by a
first priority security interest in the Vendor Proceeds.

Certain holders of senior secured indebtedness of the Company
agreed to subordinate their security interest in the Vendor
Proceeds to the interest of the Investor under the Note.

                   About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the website
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone reported a net loss of $5.45 million in 2011, compared
with a net loss of $319,813 in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.54 million
in total assets, $10.31 million in total liabilities and a $2.76
million total shareholders' deficiency.

For 2011, Paritz and Company. P.A., in Hackensack, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
does not have sufficient cash balances to meet working capital and
capital expenditure needs for the next twelve months.  In
addition, as of Dec. 31, 2011, the Company has a shareholder
deficiency and negative working capital of $4.37 million.  The
continuation of the Company as a going concern is dependent on,
among other things, the Company's ability to obtain necessary
financing to repay debt that is in default and to meet future
operating and capital requirements.


BLUEKNIGHT ENERGY: Declares Quarterly Distributions on Units
------------------------------------------------------------
Blueknight Energy Partners, L.P., announced that the board of
directors of its general partner has declared quarterly cash
distributions of $0.11 per common unit and $0.17875 per preferred
unit payable on May 15, 2012, on all outstanding common and
preferred units to unitholders of record as of the close of
business on May 4, 2012.

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company's balance sheet at Dec. 31, 2011, showed
$304.75 million in total assets, $246.95 million in total
liabilities, and $57.79 million in total partners' capital.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
Blueknight until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


BOWMAN-KELLEY: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bowman-Kelley Total Office Systems, Inc.
        P.O. Box 1802
        Bowling Green, KY 42102

Bankruptcy Case No.: 12-10569

Chapter 11 Petition Date: April 23, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Debtor's Counsel: Andrew David Stosberg, Esq.
                  Michael V. Brodarick, Esq.
                  LLOYD & MCDANIEL, PLC
                  11405 Park Road, Suite 200
                  P.O. Box 23200
                  Louisville, KY 40223-0200
                  Tel: (502) 585-1880
                  Fax: (502) 585-3054
                  E-mail: astosberg@lloydmc.com
                          mike@lloydmc.com

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

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

A copy of the Company's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/kywb12-10569.pdf

The petition was signed by Richard H. Kelley, president.


BP CLOTHING: Wins Confirmation of Chapter 11 Plan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that BP Clothing LLC, a designer and manufacturer of
women's apparel for Wal-Mart Stores Inc. under the Susie Rose
brand, has authority to exit bankruptcy following approval of the
reorganization plan by the U.S. Bankruptcy Court in New York.
U.S. Bankruptcy Judge Shelley C. Chapman approved the plan by
signing a confirmation order on April 24.

According to the report, negotiated in part before the bankruptcy
filing in December, the Chapter 11 plan gives 65% ownership to
first-lien secured lenders owed $30.3 million, for a predicted
95.9% recovery.  Second-lien creditors owed $17.5 million are
predicted to have an 89.7% recovery from 35% of the stock.
Subordinated lenders owed $35.1 million, holders of $6.8 million
in pay-in-kind debt, and unsecured creditors with $685,000 in
claims are receiving nothing.

Mr. Rochelle relates that before bankruptcy, it was contemplated
that subordinated lenders would receive 4% of the stock.  It was
discovered that the subordinated lenders didn't make the necessary
filings before bankruptcy to continue their security interest, as
a result relegating them to unsecured status and losing their
right to receive anything under the plan.  A new valuation
resulted in changing the distributions from those originally
planned.   Before bankruptcy, it was expected that first-lien
lenders would receive 90% of the new stock. The valuation and
other factors reduced the distribution to 65%.

                         About BP Clothing

New York-based BP Clothing LLC is an apparel company specializing
in the design, manufacture and sale of women's apparel products.
The business primarily consists of selling merchandise directly to
Walmart, as well as miscellaneous wholesale providers.  It is also
involved with a third party, eFashionSolutions LLC, which hosts
the Web site http://www.babyphat.com/ It sells certain of its
inventory through the Web site, and pays a percentage of sales to
E-Fashions.  BP Clothing LLC is wholly owned by BP Clothing
Holdings LLC.

BP Clothing LLC filed a chapter 11 case (Bankr. S.D.N.Y. Case No.
11-15696) on Dec. 12, 2011, to effectuate a proposed restructuring
that will substantially reduce debt and enhance the Debtor's
liquidity.  The Debtor intends to emerge from bankruptcy quickly.

Judge Shelley C. Chapman presides over the case.  Michael S. Fox,
Esq., and Sherri D. Lydell, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky, LLP, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $50 million to $100 million in both
assets and debts.  The petition was signed by Kevin Weber,
executive vice president and CFO.

FCC LLC d/b/a/ First Capital Western Region LLC as Factor and DIP
lender, is represented by Jeff J. Friedman, Esq., at Katten Muchin
Rosenman LLP.

Guggenheim Corporate Funding LLC, as Administrative Agent to the
prepetition Senior Term Lenders, is represented by Ronit J.
Berkovich, Esq., at Weil, Gotshal & Manges LLP.

A meeting of creditors pursuant to section 341(a) of the
Bankruptcy Code was held on Jan. 31, 2012 at 3:00 p.m. Eastern
Time.  The U.S. Trustee has not appointed an Official Creditors
Committee in the case.


CDC CORP: China.com Files First Amended Chapter 11 Plan
-------------------------------------------------------
BankruptcyData.com reports that CDC shareholder China.com filed
with the U.S. Bankruptcy Court a First Amended Chapter 11 Plan and
related Disclosure Statement for the CDC proceeding.

"Under the CRO/EC Plan, the CRO and Equity Committee propose to
liquidate the remaining assets of the Debtor. However, there is a
significant risk that the CRO and the Equity Committee will not be
able to realize full value and therefore deliver such value when
such assets are liquidated in a distressed sale. China.com
believes such assets have substantial value as going concern
businesses. Under the China.com Plan, those Holders that
participate in the Cash Election option will receive a fixed
amount of cash for their shares that are included in the Cash
Election. There is a risk that the value received under the Cash
Election option will be less than the value such Holder would
receive under the CRO/EC Plan. On the other hand, retaining an
interest in the Reorganized Debtor as provided under the China.com
Plan, would give such Holders the ability to receive greater value
than under the CRO/EC Plan if the Reorganized Debtor successfully
reorganizes and grows its businesses. The CRO/EC Plan seeks to
liquidate the Debtor and its subsidiaries, proposing that Holders
agree to receive a cash distribution of an unknown amount and at
uncertain times. The Plan Proponent submits that the China.com
Plan maximizes the value of the Debtor's Estate and is in the best
interests of the Holders of Claims and Interests, and that any
alternative to Confirmation of the China.com Plan would result in
significant delays and additional costs to the Debtor and its
Estate," according to the Disclosure Statement obtained by
BankruptcyData.com.

                         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 US$100 million
to US$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.


CECIL PROPERTY: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cecil Property Management LLC
        dba Best Western Cecil Field Inn & Suites
        525 Chaffee Point Blvd
        Jacksonville, FL 32221

Bankruptcy Case No.: 12-02762

Chapter 11 Petition Date: April 24, 2012

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

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Suite 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $244,638

Scheduled Liabilities: $5,560,314

A copy of the list of 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb12-02762.pdf

The petition was signed by Sunil Dharma, managing member.


CELL THERAPEUTICS: Enters Into APA to Acquire Pacritinib
--------------------------------------------------------
Cell Therapeutics, Inc., and S*BIO Pte Ltd have entered into an
asset purchase agreement pursuant to which CTI would acquire
world-wide rights to S*BIO's pacritinib, a highly selective JAK2
inhibitor.  Pacritinib, is an oral JAK2 (Janus Associated Kinase
2) selective inhibitor that has demonstrated encouraging clinical
benefit in phase 1 and 2 clinical studies in patients with primary
myelofibrosis (MF) or MF secondary to other myeloproliferative
neoplasms (MPN).  Pacritinib has orphan drug designation in the
U.S. and Europe for myelofibrosis.

"JAK2 dysregulation is associated with a broad range of difficult-
to-treat illnesses, including cancers and autoimmune diseases, and
is one of the most exciting potential new targets in cancer
therapy today," said James A. Bianco, M.D., CEO of Cell
Therapeutics, Inc.  "We believe a highly selective JAK2 inhibitor
that also inhibits the JAK2 clonal mutation (JAK2V617F) offers a
distinct biological and clinical advantage over marketed or
development stage compounds which are non-selective inhibitors of
the JAK pathway.  We believe that the lack of suppression of red
blood cell and platelet formation seen with pacritinib has the
potential to satisfy a medical need not currently addressed with
existing non-selective JAK1/JAK2 inhibitors."

                      About Cell Therapeutics

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

Cell Therapeutics reported a net loss attributable to CTI of
$62.36 million in 2011, compared with a net loss attributable to
CTI of $82.64 million in 2010.

The Company's balance sheet at March 31, 2012, showed $44.15
million in total assets, $18.50 million in total liabilities
$13.46 million in common stock purchase warrants, and $12.18
million in total shareholders' equity.

                     Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated March 8,
2012, expressed an unqualified opinion, with an explanatory
paragraph as to the uncertainty regarding the Company's ability to
continue as a going concern.

The Company's available cash and cash equivalents are $47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were $17.8 million as of Dec. 31, 2011.  The Company
does not expect that it will have sufficient cash to fund its
planned operations beyond the second quarter of 2012, which raises
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company will
need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that 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, the Company has a limited number
of authorized shares of common stock available for issuance and
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, it 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.


CHINA TEL GROUP: Has Pact to Acquire 75% Equity in Shenzhen VN
--------------------------------------------------------------
VelaTel Global Communications, formerly known as China Tel Group
Inc., has entered into an Amended and Restated Subscription and
Stockholder Agreement to acquire a 75% equity interest in Shenzhen
VN Technologies Co., Ltd., a limited liability company in the
Peoples Republic of China.  VN Tech is a leading distributor of
hydrogen fuel cells that satisfy the telecommunication industry
standard to provide back-up power to operate data centers and
remotely located infrastructure equipment during periods where
primary electrical transmission is interrupted for any reason.
Under the original agreement entered into just over one year ago,
upon completion of forming corporate entities, VelaTel was to
acquire 51% in the venture in exchange for five million of its
publicly traded shares.  VelaTel will now pay ten million shares
to increase its stake to 75%.

Under the amended agreement, VN Tech PRC will become a wholly
owned subsidiary of a Hong Kong company, VN Tech Investments, Ltd.
(HK).  VN Tech HK will in turn become a wholly owned subsidiary of
a Cayman Island holding company, VN Tech Investments, Ltd.
(Cayman).  This corporate structure facilitates any foreign
investment into VN Tech PRC, as well as the future ability to
publicly list the venture on an offshore stock exchange such as
Hong Kong.  The transaction has been structured to allow VelaTel
to report the results of the venture's operations on its
consolidated financial statements in the same manner as its other
subsidiaries.  The transaction is considered fully completed, with
exchange of shares and appointment of directors and officers to
the holding companies to follow as expeditiously as possible.

VelaTel's President, Colin Tay, remarked: "VelaTel recognizes the
enormous potential of hydrogen fuel cell technology.  So do major
telecommunications carriers like China Mobile and China Unicom,
who in February commissioned VN Tech to conduct field trials that
are now in progress.  VelaTel's increased equity stake in VN Tech
provides the platform for us to generate new revenue sources from
third parties, and also to apply that technology to our own
projects."

                          About China Tel

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

The Company reported a net loss of $21.79 in 2011, compared with a
net loss of $66.62 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $12.83
million in total assets, $22.76 million in total liabilities and a
$9.92 million total stockholders' deficiency.

For 2011, Kabani & Company, Inc., in Los Angeles, California,
expressed substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred a net loss for the year ended Dec. 31,
2011, cumulative losses of $253,660,984 since inception, a
negative working capital of $16,386,204 and a stockholders'
deficiency of $9,928,838.


CLARE OAKS: Taps North Shores as Special Financial Advisor
----------------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois for permission to employ Thomas Brod T/A
North Shores Consulting as special financial advisor.

North Shores is a healthcare consulting firm that specializes in
providing financial, managerial, and strategic consulting services
to CCRCs.  Mr. Brod is the sole principal of North Shores.

On Oct. 14, 2011, the Debtor retained North Shores pursuant to an
Engagement Agreement.

North Shores will, among other things:

   a) develop and implement a communications strategy between the
      Debtor, the residents on the Clare Oaks Campus, and any
      potential new residents, regarding information pertaining to
      the Chapter 11 bankruptcy case and any forthcoming
      transaction;

   b) provide a liaison between the Debtor and the Debtor's other
      professionals and consultants; and

   c) consult with B.C. Ziegler and Company, the Debtor's
      investment banker, on behalf of the Debtor regarding
      strategy in connection with a transaction, including
      developing an offering memorandum.

The Debtor has agreed to compensate North Shores at the rate of
$300 per hour, a significant reduction from North Shores' typical
hourly rate, solely through the application by North Shores of a
retainer of $75,000 received prepetition.  On Nov. 1, 2011, the
Debtor entered into an engagement agreement with Ungaretti &
Harris LLP, the Debtor's bankruptcy counsel, which the Debtor and
U&H subsequently modified on Nov. 9, 2011.

Pursuant to the U&H Engagement Agreement, the Debtor transferred
$750,000 to U&H for the payment of North Shores.  Of that amount,
U&H agreed to hold $75,000 in trust for the payment of North
Shores.  The retainer has not been replenished.  After applying
fees and expenses, the balance is $35,475.  North Shores has
agreed to be compensated solely out of its retainer, and thus will
not seek more than $35,475 in fees.

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

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


COLTS RUN: Interim Access to Cash Collateral Extended Until May 4
-----------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, for the tenth time, entered an
interim order that authorizes Colts Run, L.L.C., to further use
cash collateral and grant certain liens and provide adequate
protection to PNC Bank, National Association.  The final hearing
on the proposal to use cash collateral will be held on May 4,
2012.  Objections, if any, are due May 1.

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as the Colts Run Apartments.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-18071) on
April 23, 2010.  David K. Welch, Esq., at Crane Heyman Simon Welch
& Clar, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million.


COMMUNITY TOWERS: Disclosure Statement for Joint Plan Approved
--------------------------------------------------------------
Judge Stephen L. Johnson of the U.S. Bankruptcy Court for the
District of Northern District of California has approved the
disclosure statement in support of the joint plan of
reorganization filed by Community Towers I LLC and its affiliates
dated March 27, 2012.

The key features of the Debtors' proposed Plan include:

     A. Profitable operation of their Property;

     B. Satisfaction or disallowance of Claims;

     C. Assumption of executory contracts and unexpired leases.

The Reorganized Debtors will continue to lease units and use cash
on hand and cash generated from business operations to perform its
obligations under the Plan.  The Debtors believe that through the
operation of the Debtors' Property, all Claims will be paid
pursuant to the provisions of the Plan.

The Debtors have projected conservative growth in lease revenue in
their business plan.  Specifically, the Debtors have assumed
average lease revenue growth as detailed in the Appraisal.
Consistent with the projections in the Appraisal, the Debtors have
provided that rental revenue would increase from 3% to 5% based on
the year in question.  Additionally, the Debtors' lease
assumptions are based on current actual rents with projected
future leases at $1.60 per square foot consistent with the
Appraisal.  The Debtors have also increased their expenses by 3%
per year as set forth in the Appraisal.

If the Reorganized Debtors do not have sufficient funds on the
Effective Date to make the payments provided in the Plan to the
holders of Allowed Administrative Claims, Tax Claims and Priority
Claims, any affiliate of any Debtor may, in their discretion, loan
sufficient funds to the Reorganized Debtors to make payments and
the loans will be treated as Class 6 Claims.  Furthermore, if the
Debtors experience a cash shortfall in any given month that
prevents them from making all payments pursuant to the Plan, the
payments due to John and Rosalie Feece, the Class 7 Creditors,
will be reduced by the amount of the shortfall and paid only at
such time as the Debtors have sufficient cash to make up the
shortfall deferral.

The classification and treatment of claims under the plan are:

     A. Class 1 (Allowed Secured Claim of the Santa Clara County
        Tax Collector) will be paid in full when due.

     B. Class 2 (CIBC) will retain all liens, security interest
        and other encumbrances prior to the Effective Date.  CIBC
        and the Debtors will modify the existing loan between CIBC
        and the Reorganized Debtors, which provides that the
        principal amount plus the allowed accrued interest of the
        Allowed Secured Claim of CIBC will be paid over 10 years
        from the Effective Date together with per annum interest
        at the Prime Rate, or such other rate as may be determined
        by the Court, adjusted annually and subject to a 3-1/4%
        floor.

     C. Class 3 (Priority Claims) will be paid on the Effective
        Date.

     D. Class 4 (Pre-Paid Rent Claims) will receive on the
        Effective Date, a credit in an amount equal to their
        Allowed Claim to be honored in the normal course of
        business and pursuant to the Lease Agreements.

     E. Class 5 (Lease Deposit Claims) will receive a credit in an
        amount equal to their Allowed Claim to use in the normal
        course of business and pursuant to the terms of the
        Tenant's Lease Agreement; provided, however, that if any
        holder of a Class 5 Claim is entitled to a refund of any
        deposit at the expiration of its Lease Agreement, the
        refund will be paid, together with interest at the Legal
        Rate, in 12 monthly installments commencing on the first
        day of the first month following the date the refund is
        due pursuant to the terms of the Lease Agreement.

     F. Class 6 (General Unsecured Claims) will be paid in full,
        plus interest at the Legal Rate in 12 equal monthly
        installments commencing on the first day of the first
        month following the Effective Date.

     G. Class 7 (General Unsecured Claims of John and Rosalie
        Feece) will be paid over 10 years from the Effective Date
        together with interest at the Prime Rate, adjusted
        annually and subject to a 3-1/4% floor.

     H. Class 8 (Interests of the Debtors' members) will remain
        unaltered.

The confirmation hearing is set on May 31, 2012, at 1:30 p.m.

A copy of the disclosure statement is available for free at:

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

                    About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  John Walshe
Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.


COMPLETE PRODUCTION: Moody's Withdraws 'Ba3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings for
Complete Production Services, Inc. following its acquisition by
SESI, L.L.C. (Ba2, ratings under review for upgrade) and the full
repayment of Complete's rated debt. The ratings withdrawn include
the Ba3 Corporate Family Rating, Ba3 Probability of Default
Rating, B1 senior unsecured notes rating and SGL-2 Speculative
Grade Liquidity Rating.

The principal methodology used in rating Complete was the Global
Oilfield Services Rating Industry Methodology published in
December 2009.

Complete Production Services, Inc., headquartered in Houston,
Texas, is a provider of oilfield services and products to
exploration and production companies operating in North America.


CONGRESS 819: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Congress 819, LLC
        3121 Chain Bridge Road, N.W.
        Washington, DC 20016

Bankruptcy Case No.: 12-00300

Chapter 11 Petition Date: April 24, 2012

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: David E. Lynn, Esq.
                  DAVID E. LYNN, P.C.
                  15245 Shady Grove Rd., Suite 465 N
                  Rockville, MD 20850
                  Tel: (301) 255-0100
                  Fax: (301) 255-0101
                  E-mail: davidlynn@verizon.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/dcb12-00300.pdf

The petition was signed by Anna Kyriakoudis, member.


CONTRACT RESEARCH: Reaches Deal With FDA Over Suspect Drug Tests
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Cetero Research
said it has reached a final resolution with the U.S. Food and Drug
Administration over data irregularities at one of the
pharmaceutical testing provider's labs.

Cetero said the FDA probe, which Cetero cited as a major factor in
its financial woes, will require complete reanalysis of studies
performed on various drugs at the company's Houston bioanalytical
laboratory between April 2005 and February 2008, according to
Law360.

                         About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.


COPPER KING: Committee Asks for Chance to Propose Plan
------------------------------------------------------
The Official Committee of Unsecured Creditors asked the U.S.
Bankruptcy Court for the District of Nevada to deny the motion to
dismiss or convert the Chapter 11 case of Copper King Mining
Corporation to one under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee in its dismissal motion alleged that the Debtor
has not yet filed a plan or disclosure Statement, despite the
upcoming avoidance actions bar date.

The Committee related that the Debtors had indicated that they are
investigating all potential avoidance actions and will be in a
position to file the actions prior to the avoidance actions bar
date.

The Committee does not believe that dismissal or conversion the
Debtor's case to one under Chapter 7 of the Bankruptcy Code is
warranted.  The Committee requested that the Court give the
Committee and the Debtors the opportunity to file the contemplated
chapter 11 plan.

                        About Copper King

Milford, Utah-based Copper King Mining Corporation, aka Western
Utah Copper Company, filed for Chapter 11 bankruptcy protection on
May 18, 2010 (Bankr. D. Nev. Case No. 10-51912).  The Company
estimated assets and debts at $100 million to $500 million in its
Chapter 11 petition.

The Company's affiliate, Western Utah Copper Company, filed a
separate Chapter 11 petition (Bankr. D. Nev. Case No. 10-51913) on
May 18, 2010.  The Company estimated assets at $50 million to
$100 million in assets and $500 million to $1 billion in debts.

The U.S. Bankruptcy Court for the District of Nevada approved in
August 2011 the intra-district transfer of the Chapter 11 case of
Copper King to the District of Utah (Case No. 10-30002).

Attorneys at Lewis and Roca LLP and Levene, Neale, Bender, Yoo &
Brill L.L.P. serve as counsel to the Debtors.  McGuireWoods LLP
serves as counsel to the Official Committee of
Unsecured Creditors.


D.R. HORTON: Moody's Affirms Ba2 CFR, Rates Sr. Unsec. Notes Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Horton's
proposed $300 million of five-year senior unsecured notes,
proceeds from which will be used for general corporate purposes.
At the same time, Moody's affirmed the company's Ba2 corporate
family and probability of default ratings, and Ba2 ratings on the
existing senior unsecured notes and convertible senior notes. The
speculative grade liquidity assessment is SGL-2 and the rating
outlook is stable.

The following rating actions were taken:

Proposed $300 million senior unsecured notes due 2017, assigned
Ba2 (LGD4, 55%);

Corporate family rating, affirmed at Ba2;

Probability of default rating, affirmed at Ba2;

Existing senior unsecured notes, affirmed at Ba2 (LGD4, 55%);

Existing convertible senior notes, affirmed at Ba2 (LGD4, 55%);

The rating outlook is stable.

Ratings Rationale

The Ba2 rating reflects the company's cash generating prowess,
which has permitted it to repay over $4 billion of homebuilding
debt out of internally generated funds since the downturn began.
The rating also incorporates Horton's conservative capital
structure as reflected in one of the lowest homebuilding debt
leverage ratios in the industry, its relatively clean and
transparent balance sheet, and strong earnings metrics, including
healthy gross margins and positive net income generation. In
addition, the Ba2 rating considers Horton's solid liquidity,
supported by approximately $960 million of unrestricted cash and
investments (as of March 31, 2012). The rating also reflects the
company's size and scale as one of the largest and most
geographically diversified homebuilders in the U.S.

Horton's rating also recognizes that while the industry is
demonstrating some positive trends, conditions still remain weak
compared to historical norms, and a meaningful recovery is
unlikely over the next couple of years. This will constrain the
degree of improvement Horton and the other homebuilders will be
able to realize in the intermediate term. Moody's expects Horton
to generate negative cash flow from operations in FY 2012 as it
replenishes and adds to its land position. The company's large
speculative build percentage of over 50% and long land supply of
about six years leave it exposed in the event of a sharp or sudden
downturn.

Horton's good liquidity profile is reflected in its SGL-2
speculative-grade liquidity assessment, which balances the
company's strong cash position and absence of financial covenants
with the expectation for negative cash flow generation, lack of an
external liquidity facility, and somewhat limited opportunities to
monetize excess assets quickly.

The stable outlook reflects Moody's expectation that the company
will improve its operating metrics in FY 2012, while maintaining
solid liquidity, a strong cash and investments position, and
therefore considerable financial flexibility.

The ratings or outlook could improve if the industry were to move
to sustainable profitability, which would be presaged by material
improvement in unemployment, consumer confidence, and a reduction
in excess inventories. Additionally, if the company continues to
expand its net income generation and maintains its homebuilding
debt leverage at or below 40% while sustaining strong liquidity,
the ratings or outlook could be revised up.

The outlook could be changed to negative if the industry entered
into a double dip downturn. The ratings could be lowered if
impairment charges were again to reach high levels, cash flow
generation were to turn sharply negative without an offsetting
increase in earnings, and/or the company were to increase its
adjusted gross homebuilding debt leverage above 50%.

The principal methodology used in rating D.R. Horton, Inc.was the
Global Homebuilding Industry Methodology published in March 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

D.R. Horton, Inc., headquartered in Fort Worth, Texas, is one of
the largest and most geographically diversified homebuilders in
the United States. The company has a presence in 25 states and 73
regions and generates approximately 98% of its revenues from
homebuilding operations, focusing on the construction and sale of
single-family detached homes. In the last twelve months ended
March 31, 2012, the company generated homebuilding revenues of
$3.9 billion.


D.R. HORTON: Fitch Rates Proposed $300-Mil. Senior Notes 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to D.R. Horton, Inc.'s
(NYSE: DHI) proposed offering of $300 million principal amount of
senior notes due 2017.  This issue will be rated on a pari passu
basis with all other senior unsecured debt.  Net proceeds from the
notes offering will be used for general corporate purposes.
Fitch currently rates DHI as follows:

  -- Long-term Issuer Default Rating (IDR) 'BB';
  -- Senior unsecured debt 'BB'.

The Rating Outlook is Stable.

The ratings and Outlook for DHI reflect the company's strong
liquidity position, the successful execution of its business
model, geographic and product line diversity and steady capital
structure.  While Fitch expects better prospects for the housing
industry this year, there are still significant challenges facing
the housing market, which are likely to meaningfully moderate the
early stages of this recovery.  Nevertheless, DHI has the
financial flexibility to navigate through the still challenging
market conditions and continue to selectively and prudently invest
in land opportunities.

Certain recent economic/construction related statistics, such as
consumer confidence, mortgage rates, household formations,
multifamily starts, existing home sales, pending home sales,
housing inventories, and foreclosures were improving and above
consensus.  A few key statistics such as job growth, single-family
housing starts, new home sales, home prices (CoreLogic, Case
Shiller) were declining/short of expectations.  Overall, the
current setting is much like at the beginning of 2011.

Fitch's housing forecasts for 2012 have been raised since the
beginning of the year but still assume a modest rise off a very
low bottom.  In a slowly growing economy with relatively similar
distressed home sales competition, less competitive rental cost
alternatives, and new home inventories at historically low levels,
single-family housing starts should improve about 10% to 474,000,
while new home sales increase approximately 5.6% to 328,000 and
existing home sales grow 4% to 4.43 million.

The company successfully managed its balance sheet during the
housing downturn and generated significant operating cash flow.
DHI had been aggressively reducing its debt over the past few
years. Homebuilding debt declined from roughly $5.5 billion at
June 30, 2006 to $1.59 billion currently, a 71% reduction.

DHI lowered its homebuilding debt levels by $336.3 million, $991.3
million and $497.2 million during fiscal 2009, 2010 and 2011,
respectively, through debt repurchases, maturities and early
redemptions.  Through the first six months of fiscal 2012 (ending
March 31, 2012), the company has repurchased an additional $10.8
million of senior notes.  DHI has $172 million of senior notes
maturing in May 2013, and then the next major debt maturity is in
January 2014, when $145 million of senior notes mature.

DHI currently has solid liquidity with unrestricted homebuilding
cash of $662.2 million and marketable securities of $299.1 million
as of March 31, 2012.

DHI maintains a 6.8-year supply of lots (based on last 12 months
deliveries), 71.3% of which are owned and the balance controlled
through options.  Fitch expects the company will continue to
rebuild its land position and increase its community count,
although the primary focus will be optioning (or in some cases,
purchasing for cash) finished lots wherein the company can get a
faster return of its capital.  DHI's cash flow from operations
during the LTM period ending March 31, 2012 was a negative $46.6
million. For all of fiscal 2012, Fitch expects DHI to be
moderately cash flow negative.

The ratings also reflect the company's relatively heavy
speculative building activity (at times averaging 50-60% of total
inventory and 50% at March 31, 2012).  The company has
historically built a significant number of its homes on a
speculative basis (i.e. begun construction before an order was in
hand).  DHI successfully executed this strategy in the past,
including during the severe housing downturn.  Nevertheless, Fitch
is generally more comfortable with the more moderate spec targets
of 2004 and 2005, wherein spec inventory accounted for roughly 35-
40% of homes under construction.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.  Negative rating actions could occur if
the recovery in housing does not continue and the company
prematurely and aggressively steps up its land and development
spending, leading to consistent and significant negative quarterly
cash flow from operations and diminished liquidity position.
Positive rating actions may be considered if the recovery in
housing is sustained and is significantly better than Fitch's
current outlook, DHI shows continuous improvement in credit
metrics, and the company maintains a healthy liquidity position.


DAVID DARNELL BROWN: 50 Cent Objects to Young Buck IP Asset Sale
----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that rapper 50 Cent
objected on Friday to the proposed bankruptcy auction of a fellow
rhymer's intellectual property, claiming ownership of nearly every
one of Young Buck's musical assets the trustee might seek to sell.

Law360 relates that Trustee Jeanne Burton asked a Tennessee
bankruptcy court in March for permission to sell all of Young
Buck's intellectual assets, "including, but not limited to,
trademarks and copyrights, all masters, compositions, royalties,
rights and licenses owned by debtor and all rights of publicity."

In January 2011, a federal judge converted the Chapter 13
bankruptcy proceedings of Nashville, Tenn. rapper Young Buck to
Chapter 11 bankruptcy proceeding.

Judge George C. Paine II of the U.S. Bankruptcy Court in
Nashville, Tenn., converted Young Buck's (real name: David Darnell
Brown) Chapter 11 reorganization to a Chapter 7 liquidation in
December 2011.


DELTA PETROLEUM: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
Delta Petroleum Corporation filed with the U.S. Bankruptcy Court
for the District of Delaware amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $356,774,329
  B. Personal Property           $17,018,454
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $38,535,548
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,740,387
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $272,187,126
                                ------------     ------------
        TOTAL                   $373,792,783     $312,463,061

Delta Petroleum disclosed creditors holding unsecured non-priority
claims of $272,393,439, and total liabilities of $312,669,374 in
the previous iteration of the schedules.

An affiliate, Castle Exploration Company, Inc., disclosed $73,162
in assets and $0 in liabilities in its schedules.

Full-text copies of the schedules are available for free at:

   http://bankrupt.com/misc/DELTA_PETROLEUM_sal.pdf
   http://bankrupt.com/misc/DELTA_PETROLEUM_castle_sal.pdf

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta will hold an auction for the business on March 26, 2012.  No
buyer is under contract.  There is $57.5 million in financing for
the Chapter 11 effort.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.


DOE MOUNTAIN INVESTMENTS: Can to Hire Elliott Davis for Tax Work
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
authorized Doe Mountain Investments LLC to employ the accounting
firm Elliott Davis, LLC, to serve as accountants to prepare their
2011 tax returns.

The firm will bill a flat fee of $1,000 which is equal to those
charged for similar services in the accounting business.  In
addition, the pre-petition compensation owed to the firm will be
waived.

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

                  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.


EASTMAN KODAK: Wants Plan Filing Exclusivity Until November
-----------------------------------------------------------
Eastman Kodak Co. and its affiliated debtors are asking Judge
Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York to extend the deadline for filing their
Chapter 11 plan of reorganization and for soliciting votes for
that plan.

Kodak wants to move the plan filing deadline to November 14, 2012,
and the solicitation of votes from creditors to January 13, 2013.

Andrew Dietderich, Esq., at Sullivan & Cromwell LLP, in New York,
said the company needs additional time to review the claims of
its creditors and to resolve certain issues.

"The value of the debtors' estates, which must be evaluated and
determined in order to propose a chapter 11 plan, will depend on
the resolution of legacy liabilities, the anticipated
monetization of intellectual property and certain other non-core
assets," Mr. Dietderich said in court papers.

"It would be premature for the debtors or any other party in
interest to propose a plan of reorganization at this time," he
said.

A court hearing on the request is scheduled for April 30, 2012.

Kodak's $400 million in 7% convertible notes due 2017 last traded
on April 13 for 30.25 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority, Bloomberg News' Bill Rochelle reported.

                       About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  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.

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.  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.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  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.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Eastman Kodak Company filed with the U.S. Bankruptcy Court its
schedules of assets and liabilities, disclosing:

A.    Real Property                              $191,400,264
      See http://bankrupt.com/misc/kodak_arealproperty.pdf

B.    Personal Property
B.2   Bank Accounts
      Bank of America                                 207,708
      Bank of Colorado-Front Range                     26,138
      Bank of New York Mellon                       1,126,762
      Bank of the West                                149,988
      Citibank N.A.                                71,362,005
      Citizens Alliance Bank-Clara City                   659
      Citizens Alliance Bank-Lake Lillian               5,329
      ESL Federal Credit Union                          4,927
      KeyBank                                          10,000
      PNC Bank                                        129,670

B.3   Security Deposits                               586,036
B.4   Household goods and furnishings
      See http://bankrupt.com/misc/kodak_b28.pdf

B.5   Art objects and other collectibles         Undetermined
B.6   Wearing apparel                    Items are expensed &
                                         are not listed as an
                                         asset in the books
B.8   Hobby equipment
      See http://bankrupt.com/misc/kodak_b29.pdf

B.9   Interests in insurance policies              12,537,728
      See http://bankrupt.com/misc/kodak_b9.pdf

B.13  Business interests and stocks              Undetermined
      See http://bankrupt.com/misc/kodak_b13.pdf

B.14  Interests in partnerships                  Undetermined
      See http://bankrupt.com/misc/kodak_b14.pdf

B.16  Accounts receivable                         164,805,056
B.18  Other liquidated debts                      132,546,130
      See http://bankrupt.com/misc/kodak_b18.pdf

B.20  Interests in estate of a decedent, etc.
      See http://bankrupt.com/misc/kodak_b20.pdf

B.21  Other contingent & unliquidated claims     Undetermined
      See http://bankrupt.com/misc/kodak_b21.pdf

B.22  Intellectual property                      Undetermined
B.23  Licenses, other intangibles                Undetermined
B.25  Vehicles                                         84,306
B.28  Office equipment, furnishings, supplies      37,269,040
B.29  Machinery                                   302,638,728
      See http://bankrupt.com/misc/kodak_b29.pdf

B.30  Inventory
      Net Finished Goods                          185,157,182
      Net Raw/WIP                                 131,018,167

B.35  Other personal property
B.35a Other personal property of any kind          49,933,074
      not already listed
      See http://bankrupt.com/misc/kodak_b35a.pdf

B.35b Accounts payable debit balances               2,243,629
      See http://bankrupt.com/misc/kodak_b35b.pdf


      TOTAL SCHEDULED ASSETS                   $1,283,242,526
      =======================================================

C.    Property Claimed as Exempt               Not applicable

D.    Secured Claim
      Bank of America N.A.                       $101,459,661
      Wilmington Trust N.A.
        (10.625% Sr. Secured Notes Due 2019)      259,104,083
        (9.75% Sr. Secured Notes Due 2018)        518,739,919
      Mechanics Lien Holders                       $3,343,057
      See http://bankrupt.com/misc/kodak_dmechanicsliens.pdf

E.    Unsecured Priority Claims                            $0

F.    Unsecured Non-priority Claims
      Unsecured Notes/Debt                        694,634,391
      Accounts Payable                            270,569,478
      Customer Rebates                            113,046,532
      Royalties                                    45,497,048
      Shippers/Warehousers                         16,170,020
      Litigation and Other Claims                Undetermined
      Kodak Excess Retirement Income Plan        Undetermined
      Kodak Unfunded Retirement Income Plan      Undetermined
      Kodak Global Pension Plan for International
        Employees or Individual
        Special Agreement                        Undetermined
      1982 Eastman Kodak Company Executive
        Deferred Compensation Plan                 15,362,630
      Eastman Kodak Deferred Compensation Plan
        for Directors                                 409,358
      Directors Charitable Awards Program           8,000,000
      Estate Enhancement Program                   26,004,627
      Intercompany Advances (Loans)               193,802,475
      Other Negative Accounts
        Receivable Balances                         4,735,731

      TOTAL SCHEDULED LIABILITIES              $2,270,879,011
      =======================================================


EASTMAN KODAK: Files Statement of Financial Affairs
---------------------------------------------------
Eastman Kodak Company filed with the U.S. Bankruptcy Court in
Manhattan its statement of financial affairs, disclosing its
gross income which the company generated from the operations of
its business during the two years prior to its bankruptcy filing:

   Period                                    Amount
   ------                                    ------
   01/01/12 to 01/31/12                $132,717,751
   12/31/11                          $2,898,516,373
   12/31/10                          $3,993,628,021

The company also disclosed its income, which was generated other
than from the operation of its business, during the two years
prior to the Petition Date:

   Period                                    Amount
   ------                                    ------
   01/01/12 to 01/31/12                    $135,850
   12/31/11                             $25,405,644
   12/31/10                              $5,926,713

Within 90 days before its bankruptcy, Eastman Kodak paid more
than $615.8 million to its creditors.  A list of the 90-day pre-
bankruptcy payments is available for free at:

         http://bankrupt.com/misc/kodak_sofa3b_payment.pdf

The company also paid more than $15.5 million to insiders within
the period January 19, 2011 to January 18, 2012.  More than $1.9
million of the $15.5 million was paid to Antonio Perez while more
than $10.6 million was paid to insiders who received less than
$515,000 from Eastman Kodak within one year before its bankruptcy
filing.  The Wall Street Journal noted that Mr. Perez's total
compensation in 2011 declined for the second straight year.  Mr.
Perez pocketed $1.9 million in total compensation for the 12
months leading up to the company's Jan. 19 Chapter 11 filing,
down from $5.7 million in calendar 2010, when his compensation
was more than halved, the report pointed out.

A list of the pre-bankruptcy insider payments is available for
free at http://bankrupt.com/misc/kodak_sofa3c_insiders.pdf

Eastman Kodak also disclosed that it paid more than $18.2 million
to 11 firms related to its bankruptcy.  More than $6.5 million of
the total payment was paid to FTI Consulting Inc., which the
company hired recently to provide a chief restructuring officer
and additional personnel to assist the company in its transition
to bankruptcy.  The other firms are:

   Firms                             Amount Paid
   -----                             -----------
   284 Partners LLC                     $321,497
   Jones Day                            $824,232
   Kekst and Company                    $668,000
   Kurtzman Carson Consultants LLC       $47,586
   Lazard Ltd.                        $1,329,577
   Linklaters LLP                       $868,833
   McCarthy Tetrault                    $100,000
   Sullivan & Cromwell LLP            $6,653,852
   Wachtell Lipton Rosen & Katz         $100,000
   Young Conaway Stargatt & Taylor LLP  $762,842

The company also spent $328,250 for gifts and charities within
one year prior to its bankruptcy, a list of which is available
for free at http://bankrupt.com/misc/kodak_sofa7gifts.pdf

Eastman Kodak disclosed that it is or was a party to lawsuits one
year immediately preceding the filing of its bankruptcy case.  A
list of these lawsuits can be accessed without charge at:

       http://bankrupt.com/misc/kodak_sofa4a_suits.pdf

During the same period, the company closed its 17 financial
accounts with Citizens State Bank of Clara City.

Eastman Kodak further disclosed that it holds or controls
$19,091,287 worth of properties owned by another person.  A
list of these properties is available without charge at
http://bankrupt.com/misc/kodak_sofa14.pdf

Meanwhile, the company sold $197.25 worth of properties in the
ordinary course of business two years prior to its bankruptcy,
including its Image Sensor Solutions business which it sold for
$40 million on November 7, 2011.  A list of these properties is
available at http://bankrupt.com/misc/kodak_sofa10a_sale.pdf

Eric Samuels, chief accounting officer and corporate controller
of Eastman Kodak, kept or supervised the keeping of the company's
books of account and records within two years prior to its
bankruptcy.  Meanwhile, New York-based PricewaterhouseCoopers LLP
audited the books of account and records, or prepared a financial
statement of the company during the period.

Eastman Kodak also disclosed the names of the officers and
directors who own, control or hold less than 5% of the voting or
equity securities of the company.  They are:

  Officers/Directors              Titles
  ------------------            ----------
  Samuels, Eric                 Controller
  Seligman, Joel                Director
  Sheller, Patrick              Sr. Vice-President/
                                CAO/General Counsel/
                                Secretary
  Snyder, Kimberly              Vice-President
  Strigl, Dennis                Director
  Taber, Terry                  Sr. Vice-President
  Tousi, Susan                  Vice-President
  Vangelder, Kim                Vice-President
  Wylie, Susan                  Assistant Secretary

                       About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  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.

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.  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.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  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.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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: Court OKs Retiree Committee With Limited Budget
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan gave the U.S. Trustee a
go-signal to form a committee of Eastman Kodak Co.'s retired
workers.

In a four-page order, the bankruptcy court authorized the U.S.
Trustee to form a committee to represent Kodak retired workers in
connection with any future proposal to modify or terminate their
medical benefits.

The retirees committee will be subject to an initial monthly fee
cap of $50,000.  The fee cap would increase to $100,000 per month
after Eastman Kodak serves the committee a notice of its proposal
to modify or terminate the medical benefits; and $175,000 per
month upon receipt of a written proposal from the company.

Earlier, the U.S. Trustee, a Justice Department agency overseeing
bankruptcy cases, objected to certain requests of the company in
connection with the formation of the committee.  The agency
opposed Eastman Kodak's proposal to place budgetary restrictions
prior to the committee's formation and the hiring of
professionals to assist the committee.

"These budgetary restrictions are unwarranted because there
appear to be no restrictions upon the scope of the
responsibilities of the committee," the agency said in a court
filing.

Eastman Kodak also drew flak from retired workers including a
group represented by Alabama-based law firm Haskell Slaughter
Young & Rediker LLC.  The group complained that the company was
proposing "severe limitations" on the scope and authority of the
committee to take actions.

Another group, which consists of Kodak shareholders including
Greywolf Capital Partners II and Greywolf Capital Overseas Master
Fund, urged the bankruptcy court to deny the appointment of a
retirees committee without the simultaneous appointment of a
committee of equity security holders.

The shareholders previously filed a motion to form their own
committee, saying no one is advocating their interests.  The
group is represented by New York-based law firm, Brown Rudnick
LLP.

In response to the objections, Eastman Kodak argued that the
"cost parameters" won't limit the effectiveness of a retirees
committee and that they were designed to allow the company the
"fiscal confidence necessary to support both continuing Kodak's
retiree benefits program and appointing a committee now."

Eastman Kodak also pointed out that any party will have the
opportunity to object to future proposals by the company to
change the retiree benefits.

Meanwhile, EKRA Ltd., an organization of retirees, expressed
interest to participate in the selection of the members of the
committee.

"EKRA, by virtue of its prior extensive involvement on behalf of
Kodak's retirees is merely seeking to assist in the process," the
organization said in court papers.  "EKRA looks forward to its
active participation in the retiree committee and then
interfacing with Kodak as it has done throughout for the benefit
of the retirees."

                       About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  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.

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.  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.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  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.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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: Opposes Formation of Shareholders' Committee
-----------------------------------------------------------
Eastman Kodak Co., an ad hoc committee of certain holders of the
9.75% Senior Secured Notes due March 1, 2018, and the 10.625%
Secured Notes due March 15, 2019, and the Official Committee of
Unsecured Creditors object to the request of shareholders for the
formation of an official committee of equity security holders.

The objecting parties want the request denied because the equity
holders have not satisfied -- and cannot satisfy -- their burden
of establishing that an equity committee is necessary at this
time, arguing that the equity holders' interests are adequately
represented without the need for an official committee.

The Debtors also argue that the Equity Holders cannot establish a
substantial likelihood of receiving a meaningful distribution
because the critical factors in determining whether there will be
a recovery by equity cannot be determined at this early stage of
these Chapter 11 cases.

The ad hoc committee points out that an equity committee, at this
juncture, would only duplicate the efforts of the other
stakeholders to maximize value, at a substantial additional cost
to the Debtors' estates.

The Creditors' Committee raised the concern that adding another
statutory committee without sufficient justification would serve
only to add unwarranted complexity to the Chapter 11 cases,
interfere with their efficient administration, and unnecessarily
increase the costs of administration -- which costs will likely
be borne by, and directly reduce the recoveries of, the Debtors'
unsecured creditors.

                       Shareholders Talk Back

It appears that the Debtors and their aligned creditor
constituencies want to conduct their bankruptcy cases with minimal
input from their shareholders, counsel for the shareholders,
Robert J. Stark, Esq., at Brown Rudnick LLP, in New
York, tells the Court.

Mr. Stark points out that, based on the statements of Kodak
executives and experts, value of at least $570 million to $1.53
billion is likely to be available to shareholders.  This evidence
alone is sufficient to establish grounds for the appointment of
an official equity committee, he argues.

Mr. Stark also relates that additional information the
shareholders gathered showed that a licensing program for the
Debtors' intellectual property assets could yield $6 billion in
licensing revenues over the next four years.  On even a
conservative assumption as to a discount rate based on the
weighted average cost of capital for prepetition Kodak, that
revenue stream has a net present value of between $4.7 and $4.9
billion and would put the Shareholders and other equity holders
"in the money" by a billion or more -- even if all pension-
related claims are allowed in their full GAAP amount, Mr. Stark
points out.

In further support of their request, the shareholders argue that
the Debtors' board and management are charged with dual loyalties
and cannot zealously represent the interests of the Kodak's
equity interests to the extent that they irreconcilably conflict
with the interests of their creditors.  Although it is hoped to
be that the Debtors will act as "honest brokers," this is not
enough protection with billions of dollars potentially at stake,
the shareholders assert.

Accordingly, the shareholders maintain that an official equity
committee should be appointed.

                       About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  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.

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.  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.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  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.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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: U.S. Trustee Opposes Proposed $13.5MM Bonuses
------------------------------------------------------------
The U.S. Trustee, a Justice Department agency overseeing
bankruptcy cases, is blocking efforts by Eastman Kodak Co. to pay
a total of $13.5 million in bonuses to about 300 executives and
other employees it hopes to retain while it restructures.

Kodak on April 4 filed a motion seeking permission to implement a
bonus plan, under which about $8.5 million of the bonuses would go
to a group of 119 middle managers, excluding insiders.  The
remaining $5 million would be shared by the remaining 200
employees.

In a court filing, the U.S. Trustee said the company did not
provide enough information "to establish that insiders are not
included in the bonus plan."

The agency also complained that Eastman Kodak did not give the
names of the executives to be rewarded or who are insiders as
well as information about job description, compensation and
bonus.

A court hearing to consider approval of the proposed bonus plan
is scheduled for April 30, 2012.

                       About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  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.

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.  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.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  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.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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).


EBBETS FIELD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ebbets Field, LLC
        1027 E. Walnut
        Springfield, MO 65806

Bankruptcy Case No.: 12-60721

Chapter 11 Petition Date: April 24, 2012

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

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

Scheduled Assets: $484,030

Scheduled Liabilities: $1,722,562

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Bruce Swisshelm, Sr., authorized agent.


EDWARDS ELECTRIC: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Edwards Electric, Inc.
        P.O. Box 492
        Thorp, WI 54771

Bankruptcy Case No.: 12-12341

Chapter 11 Petition Date: April 23, 2012

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Mart W. Swenson, Esq.
                  LAMAN & SWENSON LAW OFFICES
                  118 E. Grand Avenue
                  Eau Claire, WI 54701
                  Tel: (715) 835-7779
                  Fax: (715) 835-2573
                  E-mail: marts@lamanswensonlaw.com

Scheduled Assets: $143,800

Scheduled Liabilities: $1,151,528

A copy of the Company's list of its 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wiwb12-12341.pdf

The petition was signed by John Edwards, president.


ELKSTONE 21: Court Favors Amegy Bank; Bankruptcy Case Dismissed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
dismissed Elkstone 21, LLC's involuntary Chapter 11 bankruptcy
case, at the behest of creditor Amegy Bank National Association.

Amegy claimed that there is continuing loss to and diminution of
the estate and that the case was filed in bad faith.  Amegy is the
owner and holder of two promissory notes, one dated July 20, 2007,
in the original principal amount of $30.3 million, executed by the
Debtor, as modified and increased to $31.3 millionby a note
modification agreement, dated April 25, 2008, and the other dated
Jan. 1, 2010, in the original principal amount of $900,000,
executed by the Debtor.  The notes are secured by a Construction
Deed of Trust with a Security Agreement, and Fixture Filing,
encumbering the Debtor's condominium building in Mountain Village,
Colorado.  As of the Involuntary Petition Date, the Debtor owes
Amegy approximately $35.5 million, plus accruing interest, fees
and costs.

On Sept. 12, 2011, Amegy commenced a foreclosure proceeding
against the Property in the District Court for the San Miguel,
Colorado.  The sale of the Property was scheduled for Feb. 9,
2012.  On Sept. 16, 2011, receiver Walter B. Hultin was appointed,
and has managed the Property continuously since then.

Amegy alleged that Conix Investments, Inc., previously a stranger
to the financing of the Property or to the Debtor and its
creditors, may have tortuously interfered in Amegy's efforts to
sell the Amegy Notes and Amegy Deed of trust in the months
preceding the Involuntary Petition.  Conix has entered into an
arrangement with RCP Elkstone Telluride Investors, LTD, presumably
to negotiate a resolution of the Amegy Notes and Amegy Deed of
trust.  RCP is the owner and holder of a promissory note, dated
May 1, 2008, in the original principal amount of $3,000,000,
secured by a Second Lien Deed of Trust, and general partner of RCP
is RCP GenPar, Inc., which is also the general partner of RCP
Elkstone Telluride, Ltd, an equity investor in the Debtor.

According to Amegy, the Debtor and other parties in interest had
ample opportunity to negotiate a resolution with Amegy, or amongst
themselves.  Amegy said that after Conix interfered in its efforts
to sell the Amegy Notes, an Involuntary Petition was filed 15
minutes prior to the foreclosure sale, at the behest of Conix.

"The Debtor has no cash flow and no means to fund the cost of a
Chapter 11 case.  The Receiver was required to obtain a court
approved loan to fund approximately $115,000 of expenses since
Sept. 16, 2011, to maintain, protect and preserve the Property,
since the Debtor is incapable of paying those expenses or any
expenses.  There is no equity in the property," Amegy claimed.
According to the Affidavit of E. Mitch Ely, a member and the
Manager of the Debtor, the market value of the property is at
least $15 million less than the total outstanding debt on the
property.

Amegy is represented by:

           Weinman & Associates, P.C.
           Jeffrey A. Weinman
           730 17th Street, Suite 240
           Denver, CO 80202-3506
           Tel: (303) 572-1010
           Fax: (303) 572-1011
           E-mail: jweinman@epitrustee.com

                        and

           Berenbaum Weinshienk PC
           M. Frances Cetrulo
           H. Michael Miller
           370 Seventeenth Street, Suite 4800
           Denver, CO 80202
           Tel: (303) 825-0800
           Fax: (303) 629-7610
           E-mail: fcetrulo@bw-legal.com

                      About Elkstone 21

Telluride, Colorado-based Elkstone 21, LLC, owns a condominium
building containing 21 luxury condominium units and one deed-
restricted unit located at 500 Mountain Village Boulevard,
Mountain Village, Colorado.  The property is subject to a
Homeowners Association.  Elkstone is a single asset entity that
was formed solely for the purpose of developing the property.  The
property is the sole asset of Elkstone.

RCP Elkstone Telluride Investors, LTD, filed an involuntary
Chapter 11 petition against Elkstone 21, LLC (Bankr. D. Colo. Case
No. 12-12075) on Feb. 9, 2012.  Judge Sidney B. Brooks presided
over the case.  RCP was represented by Harvey Sender, Esq., at
Sender & Wasserman, P.C.


ENERGY CONVERSION: Shareholders Group's 2019 Disclosure Sought
--------------------------------------------------------------
In the bankruptcy case of Energy Conversion Devices Inc., Daniel
M. McDermott, U.S. Trustee for Region 9, asks the U.S. Bankruptcy
Court for the Eastern District of Michigan to:

   i) compel the Ad Hoc Shareholders Committee and its counsel to
      comply with Fed. R. Bankr. P. 2019 Rule 2019 by filing a
      Rule 2019 Statement;

  ii) bar the Committee's further participation in the Chapter 11
      case of Energy Conversion until it files its Rule 2019
      Statement;

iii) hold its pending motion for the appointment of an Official
      Equity Committee in abeyance until the time as it complies
      with Rule 2019, and

  iv) grant other and further relief as is just and proper.

According to the U.S. Trustee, neither the Ad Hoc Shareholders
Committee nor its counsel has complied with the disclosure and
verification requirements of either Bankruptcy Rule 2019 or 28
U.S.C. Section 1746.

Pursuant to E.D. Mich. L.R. 7.1(a) and L.B.R. 9014-1(g),
concurrence for the relief sought in the motion was requested, but
was not granted by the time the motion was filed.

As reported in the Troubled Company Reporter on April 13, 2012,
the Ad Hoc Committee, consist of Chris Lanwehr, Nick Pietrangelo,
Patrick Vetere, George Voetsch, and Frank Williams, collectively
hold a substantial amount of the outstanding shares of common
stock of the Debtors.

The Ad Hoc Committee stated that there is no one who has been
willing or capable to protect the equity Security Holders'
investment.  The creditors and the creditors committee have no
incentive or fiduciary duty to do so.

                       About Energy Conversion

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 estimated 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.


GENTA INC: Doctor & Former CFO Named Independent Directors
----------------------------------------------------------
Genta Incorporated announced the appointments of Dr. Brian
Leyland-Jones and Richard J. Moran, as members of the Company's
Board of Directors.  The Company also announced the retirement
from the Board of Dr. Daniel D. Von Hoff.

Dr. Raymond P. Warrell, Jr., Genta's Board Chairman and Chief
Executive Officer commented, "The Genta team is delighted to
welcome our new independent directors.  Prior to his retirement as
Senior Vice-President at Genta, Dick Moran had worked closely with
the Board during his tenure, following a career in finance at
Johnson & Johnson that spanned more than 20 years.  Dr. Leyland-
Jones is a leader in pharmacology, oncology drug development, and
genomic approaches in breast cancer.  Both new members will extend
the Board's leadership in key areas of Genta's business."

"The Board extends our deepest gratitude to Dan Von Hoff, who has
served on the Genta Board for 12 years.  With this extraordinary
service, Dan has provided guidance, leadership, and advice to both
management and to his colleagues on the Board.  In no small
measure, the turnaround in progress at Genta reflects
contributions from the experience for which he is internationally
renowned.  We wish him continued success with his commitments to
provide ground-breaking achievements that better the lives of
patients with cancer."

Dr. Leyland-Jones is a leader in development of anticancer
therapy, clinical and molecular pharmacology, translational
oncology, biomarker development, and experimental studies of
targeted and chemotherapeutic agents.  He has recently accepted
the position of Enterprise Senior Vice-President of Oncology,
Sanford Health, and Director of the Edith Sanford Breast Cancer
Center.  From 2007 to 2012, Dr. Leyland-Jones was Professor of
Medicine at Emory University where, as Director of the Winship
Cancer Center and Associate Vice-President of Health Sciences, he
led Emory to its current designation as a NCI Comprehensive Cancer
Center.  Previously, he was Professor of Medicine at McGill
University in Montreal.  From 1990 to 2000, he served as founding
chair of Oncology and Director of the McGill University
Comprehensive Cancer Center.  From 1983 to 1990, he served at the
National Cancer Institute in Bethesda, MD, where he headed the
Developmental Chemotherapy section.  At NCI, he was responsible
for the development of approximately 70 anticancer compounds from
screening and discovery through Phase III.  In 2001, he was
Founding Chairman and CEO of Xanthus, a biotech company focused on
individualized cancer therapy by co-development of drugs with
biomarkers.  The company was acquired by Antisoma in 2008.

Dr. Leyland-Jones holds biochemistry, medical, and doctoral
degrees from the University of London.  He was resident physician
at the Hammersmith, Brompton, St. Bartholomew's, and London
hospitals.  He served fellowships in clinical pharmacology at
Cornell University Medical College and in clinical oncology at
Memorial Sloan-Kettering Cancer Center, where he also served as a
member of the faculty.  Dr. Leyland-Jones has authored more than
180 peer-reviewed articles and book contributions and holds more
than 30 patents.

Mr. Moran brings extensive and diversified finance experience.
From 2005 until his retirement in 2008, he served as Senior Vice-
President and Chief Financial Officer at Genta Incorporated.
Previously, he was associated with Johnson and Johnson (JNJ) and
several of its operating companies.  He served as Chief Financial
Officer, Vice President Finance, and member of the U.S. Board of
Ortho Biotech from 1995 to 2002.  From 2000 to 2002, he assumed
finance responsibility for the Ortho Biotech Worldwide Board.  In
that role, he was responsible for planning, preparation,
management, compliance, and controls of the accounting and
financial activities of this $4.4 billion global business unit.
From 2002 to 2004, he was Director of Special Projects at JNJ's
Corporate Headquarters, where he was charged with strategic
development and implementation of Sarbanes-Oxley Section #404
compliance requirements at more than 350 worldwide locations with
$45 billion in sales.

Mr. Moran previously served as Finance Group Controller for JNJ's
International Cilag, Ortho, McNeil Pharmaceuticals (ICOM) Group
from 1989 to 1994 during the launch of Eprex in 50 countries and
Procrit in the U.S.  During that time, he served on the Board for
both Cilag Europe and the ICOM Group.  From 1983 to 1988, Mr.
Moran was a Director of JNJ's Corporate Internal Audit Department.
Prior to his service at JNJ, Mr. Moran was a Staff Auditor for
Arthur Andersen & Co.  Mr. Moran is a member of the New Jersey
Society of Certified Public Accountants, the American Institute of
Certified Public Accountants, and has served as Chairman of the
Board and Treasurer of the American Red Cross of Somerset County,
NJ.

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $14.49
million in total assets, $53.74 million in total liabilities and a
$39.24 million total stockholders' deficit.

EisnerAmper LLP, in Edison, New Jersey, noted that the Company's
recurring losses from operations and negative cash flows from
operations and current maturities of convertible notes payable
raise substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GNB PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: GNB Properties, Inc.
        dba Days Inn
        180 Highway A1A
        Satellite Beach, FL 32937

Bankruptcy Case No.: 12-05435

Chapter 11 Petition Date: April 23, 2012

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

Debtor's Counsel: R. Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb12-05435.pdf

The petition was signed by Mehul Bharucha, vice president.


HARRISBURG, PA: Mayor Seeks Sanctions Against Counsel Over Appeal
-----------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that Harrisburg Mayor Linda Thompson on Wednesday joined
the commonwealth of Pennsylvania and Dauphin County in asking the
U.S. Court of Appeals for the Third Circuit to levy sanctions
against Mark D. Schwartz, Esq., counsel to the Harrisburg City
Council, for filing a frivolous appeal.

In addition to seeking dismissal of the appeal, according to DBR,
Mayor Thompson asked the Appeals Court to "award damages and
double costs against appellant's counsel, Mark D. Schwartz."  The
mayor said Mr. Schwartz "has not acted in good faith."

Mr. Schwartz has been trying to deal with the city's problems with
Chapter 9 of the Bankruptcy Code rather than through a state-run
process.  DBR recounts that a bankruptcy judge twice threw out the
Chapter 9 filing, so Mr. Schwartz appealed to the district court.
Judge Sylvia Rambo upheld the bankruptcy court's ruling, which
dismissed the first appeal because it wasn't filed by the Dec. 7
deadline.  Mr. Schwartz then appealed to the Third Circuit.

"Getting ganged up upon," Mr. Schwartz said in an e-mail Wednesday
to reporters about the mayor's motion, according to DBR.

DBR relates Mr. Schwartz was also quick to point out in his e-mail
that Mayor Thompson "raises the fact that a receiver was appointed
but says nothing of his ethical problem and untenable position.
Out of sight, out of mind. Better to shoot at me."

                  About Harrisburg, Pennsylvania

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

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

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

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HEALTHCARE OF FLORENCE: Sec. 341 Creditors' Meeting on May 24
-------------------------------------------------------------
The U.S. Trustee in Tucson, Arizona, will hold a meeting of
creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Healthcare of Florence, LLC, on May 24, 2012, at 11:30 a.m. at
U.S. Trustee Meeting Room, James A. Walsh Court, 38 S Scott Ave,
St 140, in Tucson.

Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.  Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.  The Debtor
estimated assets and debts of $10 million to $50 million.

Judge James M. Marlar presides over the case.  James F. Kahn P.C.
serves as the Debtor's counsel.  The petition was signed by Edward
McEachern, CEO of Initiatives Healthcare, LLC, manager of debtor.


HOFFMASTER GROUP: Moody's Affirms 'B2' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and Probability of Default Rating of Hoffmaster Group, Inc.
following the company's recently-announced amendment and upsizing
of its credit facilities. Moody's also affirmed the B1 rating on
the company's upsized $250 million senior secured first lien term
loans due 2018, the B1 rating to the company's $35 million senior
secured revolving credit facility expiring in 2017, and the Caa1
to the company's upsized $85 million second lien term loans due
2019. Proceeds from the additional first lien term loan and the
incremental second lien term loan were used to repay $37.5 million
in subordinated PIK notes. The outlook is negative.

The following ratings are affirmed for Hoffmaster Group, Inc.:

- Corporate Family Rating at B2;

- Probability of Default Rating at B2;

- $35 million senior secured revolving credit facility expiring
January 2017, at B1 (LGD 3, 40%);

- $250 million senior secured first lien term loan due January
2018, at B1 (LGD 3, 40%);

- $85 million second lien term loan due January 2019, at Caa1
(LGD 6, 90%).

Ratings Rationale

Hoffmaster's B2 Corporate Family Rating reflects its small scale
and highly leveraged profile, narrow product focus, and growing
exposure to more competitive consumer categories.

While the company's product portfolio consists of low-priced, high
frequency, disposable consumer necessities, its sales volume is
somewhat dependent on the level of consumer spending on away-from-
home dining and more discretionary party supplies. In the consumer
channel, Hoffmaster is a relatively small player and its highly
leveraged profile increases its vulnerability given the higher
investments needed to grow and sustain its market share against
large scale competitors with significantly more financial
resources. These factors are offset in part by its strong market
presence in the foodservice channel, diversified customer base in
consumer retail, and improving profitability and relatively
consistent cash flow. The negative outlook reflects the potential
risk that the company is not able to generate sufficient free cash
flow and deleverage as expected.

The amendment and repayment of the PIK notes will render
Hoffmaster's pro forma total debt-to-EBITDA relatively unchanged
at around 5.4 times (incorporating Moody's standard accounting
adjustments). However its cash interest expense will increase from
approximately $21 million in fiscal year 2011 to around $28
million in fiscal year 2012 as a result of replacing the PIK notes
with cash paying bank debt. Higher cash interest is viewed as a
credit negative for the company's liquidity profile, though this
is partially offset by an improved EBIT-to-interest coverage of
1.7 times due to lower interest expenses overall.

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

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

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

Headquartered in Oshkosh, Wisconsin, Hoffmaster is a leading niche
manufacturer and supplier of decorative disposable tableware
products sold through foodservice and retail channels. The
company's primary products include paper napkins, placement mats,
tablecovers, plates, cups, bowls and guest towels as well as
sourced items such as cutlery and accessory items sold under the
Hoffmaster, Touch of Color, Party Creations, Sensations, Paper Art
and FashnPoint brand names. Hoffmaster's equity sponsor is
Metalmark Capital. Sales during the twelve month period ended
December 31, 2011 were approximately $362 million.


HSN INC: Moody's Says New Credit Facility No Impact on 'Ba1' CFR
----------------------------------------------------------------
Moody's Investors Service said that HSN's announcement that it has
entered into a new $600 million bank credit facility is a positive
for the company's overall credit profile, as it will provide the
company with additional liquidity and extend its debt maturity
profile. However there is no immediate impact on HSN's Ba1
Corporate Family Rating with a stable outlook, the Ba2 rating
assigned to the company's $240 million senior notes due 2016 or
its SGL-1 Speculative Grade Liquidity rating.

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

HSN, Inc., headquartered in St Petersburg, FL, is a television,
internet, and catalog retailer which sells primarily through its
"HSN" cable television channel and internet site. HSN also
operates a multi-brand portfolio of catalog and e-commerce sites
for home and apparel lifestyle brands through its Cornerstone
segment. The company generates annual revenues of about $3.2
billion.


HARBOR FREIGHT: Moody's Rates Proposed $1-Bil. Term Loan 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned Harbor Freight Tools USA,
Inc.'s proposed $1 billion term loan at B1. In addition, the
Corporate Family Rating and Probability of Default Rating of Ba3
were affirmed. The rating outlook is stable.

Proceeds from the new senior secured term loan along with
borrowings under its proposed $400 million unrated revolving
credit facility and excess cash on the balance sheet will be used
to refinance approximately $641 million of existing debt and the
balance will be used to fund a dividend to HFT's shareholders.

The following rating is assigned subject to receipt of final
documentation:

Proposed $1 billion term loan due 2019 at B1 (LGD 4, 62%)

The following ratings are affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

The following ratings are affirmed to be withdrawn upon their
repayment:

$25 million revolving credit facility at Ba3 (LGD 4, 50%)

$750 million term loan facility at Ba3 (LGD 4, 50%)

The affirmation of the Ba3 Corporate Family Rating acknowledges
that while HFT leverage will increase due to the incremental debt
being used to finance a dividend, debt to EBITDA will only rise
temporarily and will remain below 4.5 times. Pro forma for the
transaction HFT debt to EBITDA will be around 4.3 times at
July 31, 2012.

HFT's Ba3 Corporate Family Rating reflects its long term track
record of paying sizable debt financed dividends to its
shareholders. This has resulted in HFT having about a ten year
history of periodically increasing its debt levels and then
subsequently deleveraging from debt repayments and earnings
growth.

The rating also acknowledges HFT's small size relative to the
larger home improvement retailers as well as its narrow product
niche. The rating is supported by HFT's unique niche in providing
value priced tools and equipment which has resulted in strong
positive same store sales growth. In addition, HFT's direct
sourcing strategy drives high EBIT margins. Value priced
retailers, such as HFT, are well positioned in the current
economic environment and will maintain share gains realized during
the most recent recession.

The stable outlook considers HFT's history of debt financed
dividends which Moody's believes will prevent leverage from
improving over the long term despite future earnings growth. The
stable outlook also acknowledges an expectation that new store
expansion will be measured and consistent with historical levels.

In view of the company's track record of debt financed dividends,
Moody's believes an upgrade in the near term is unlikely. Longer
term, an upgrade would require greater comfort that HFT financial
policy will remain balanced and prudent. At the same time, the
company would need to maintain moderate financial leverage with
debt to EBITDA sustained below 4.0 times.

Ratings could be downgraded should operating performance falter or
should HFT undertake further debt financed dividends that resulted
in a sustained increase in leverage. Quantitively, ratings could
be downgraded if Moody's expected the company to sustain debt to
EBITDA above 4.5 times.

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

Privately-held, Harbor Freight Tools USA, Inc., headquartered in
Calabasas, California, sells value priced tools and equipment
through 384 stores in 45 states as well as through the internet
and catalogues. Revenues are about $2.0 billion.


IMPERIAL CAPITAL: Plan Proponents and FTB Have Revised Plan Deal
----------------------------------------------------------------
BankruptcyData.com reports that Imperial Capital Bancorp filed
with the U.S. Bankruptcy Court a revised stipulation between the
Plan proponents and the Franchise Tax Board (FTB) regarding the
Second Amended Chapter 11 Plan of Reorganization proposed by
Holdco Advisors and Imperial Capital Bancorp.

BankruptcyData.com relates that the Plan clarifications are: "a.
Neither the Plan nor any order confirming the Plan (a
'Confirmation Order') shall invalidate any provision of the
Bankruptcy Code or other bankruptcy law that would provide the FTB
with a right to interest on account of its Second Amended FTB
Claim or on account of any administrative claim of FTB. b. Section
VII.E of the Plan shall not apply to the Second Amended FTB Claim
and such claim shall be deemed timely filed. c. Article VIII.D.3
of the Plan shall not preclude whatever setoff or recoupment
rights the FTB might possess under, and subject to, Section 553 of
the Bankruptcy Code and other applicable law."

                  About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gary E. Klausner, Esq., Eve H.
Karasik, Esq., and Gregory K. Jones, Esq., at Stutman, Treister &
Glatt, P.C., in Los Angeles, serves as the Debtor's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.  David P. Simonds, Esq., and Christina M.
Padien, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los
Angeles represents the Committee as counsel.


INTERNATIONAL MANAGEMENT: Smith Gambrell Settles Negligence Case
----------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that U.S. District
Judge Julie E. Carnes on Monday dismissed a suit alleging Smith
Gambrell & Russell LLP broke agreements and failed to detect a
$100 million Ponzi scheme at International Management Associates
LLC as the law firm agreed to pay IMA's bankruptcy estate
$10.75 million to settle the case.

             About International Management Associates

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection (Bankr. N.D. Ga. Case No. 06-62966) on
March 16, 2006.  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  James R. Sacca, Esq., at Greenberg
Traurig, LLP, and Mark S. Kaufman, Esq., at McKenna Long &
Aldridge, LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they did not state their total assets but estimated
total debts to be more than $100 million.

On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee.  Kilpatrick Stockton LLP represents
Mr. Perkins.


INTERNATIONAL ENVIRONMENTAL: Court Takes Back Dismissal Order
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
had dismissed the involuntary Chapter 11 bankruptcy case of
International Environmental Solutions Corporation, because the
petitioning parties failed to prepare and submit to the clerk of
the court proposed summons.  The dismissal order was later vacated
because a notice of dismissal was noticed as a result of clerical
error.

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation, (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.


JACKIE SMITH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jackie Smith, Inc.
        dba Jackie's Private School
        dba Jackie's Private Education
        dba Jackie's School of Performing Arts
        aka JSPA
        dba Jackie's Performing Arts & Private Education
        11530 Manchaca Road
        Austin, TX 78748

Bankruptcy Case No.: 12-10904

Chapter 11 Petition Date: April 23, 2012

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Frank B. Lyon, Esq.
                  3508 Far West Blvd.
                  Suite 170
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 697-0047
                  E-mail: frank@franklyon.com

Scheduled Assets: $400,551

Scheduled Liabilities: $2,309,993

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb12-10904.pdf

The petition was signed by Jackie L. Smith, president.


JAZARCO INTERNATIONAL: Chapter 11 Reorganization Case Dismissed
---------------------------------------------------------------
The Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona dismissed the Chapter 11 case of Jazarco
International LLC.

As reported in the Troubled Company Reporter on March 9, 2012,
according to the Debtor, the case was filed due to the issuance of
a default judgment against the Debtor in an adversary proceeding
in the Bankruptcy Court of the Eastern District of Virginia.  That
judgment creditor has since filled a dismissal and satisfaction of
judgment in that matter.

The Debtor added that, after a review of its other outstanding
liabilities, the Debtor is satisfied that it can pay its creditors
according to the terms of its agreements with the creditors
without the protection accorded by the Court.

                  About Jazarco International LLC

Jazarco International LLC, aka Jazarco International Trust, based
in Apache Junction, Arizona, filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 12-00161) on Jan. 5, 2012.  Ian D.
Quinn, Esq., at QuinnLaw PLLC, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $500 million to $1 billion in
assets and $1 million to $10 million in debts.


JER/JAMESON: Court Approves PwC as Independent Accountants
----------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized JER/Jameson Mezz Borrower II, et
al., to employ PrincewaterhouseCoopers LLP as independent
accountants.

As reported in the Troubled Company Reporter on April 10, 2012,
the Debtor and PwC have agreed to a fixed fee of $110,000 to be
paid in three installments.

Chris Dietrick attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

               About JER/Jameson Mezz Borrower II

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  JER/Jameson
Properties LLC disclosed $294,662,815 in assets and $163,424,762
in liabilities as of the Chapter 11 filing.  The petitions were
signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.

The U.S. Trustee has not appointed an official Committee of
unsecured creditors in any of the Debtors' cases.


LAS VEGAS PARTIES: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Las Vegas Parties, LLC
        4295 Wagon Trail
        Las Vegas, NV 89118

Bankruptcy Case No.: 12-14733

Chapter 11 Petition Date: April 23, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Marjorie A. Guymon, Esq.
                  GOLDSMITH & GUYMON, P.C.
                  2055 Village Center Circle
                  Las Vegas, NV 89134
                  Tel: (702) 873-9500
                  Fax: (702) 873-9600
                  E-mail: bankruptcy@goldguylaw.com

Scheduled Assets: $1,101,000

Scheduled Liabilities: $1,800,000

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
US Bank NA                4295 Wagon Trail       $1,800,000
9918 Hibert St.           Las Vegas, NV 89118
San Diego, CA 92121

The petition was signed by Louis W. Marek, operating manager.


LBI MEDIA: Analysts Say Risks Default as Its Cash Dries Up
----------------------------------------------------------
Mara Lemos Stein at Dow Jones' DBR Small Cap reports that,
according to analysts, LBI Media Inc. is running out of time to
translate the success of its new Spanish-language broadcasting
venture in the ratings into cash generation, making a debt
restructuring or default likely in coming months.

                      Last Quarterly Results

For the three months ended December 31, 2011, net revenues
decreased by $0.6 million, or 2%, to $30.1 million, from $30.7
million for the same period in 2010.  Net revenues for the twelve
months ended Dec. 31, 2011 increased by $1.8 million, or 2%, to
$117.5 million, from $115.7 million for the same period in 2010.

LBI recognized a net loss of 11.9 million for three months ended
Dec. 31, 2011, compared with a net loss of $491,000 for the same
period in 2010.  The Company recognized a net loss of $27.5
million for the year ended Dec. 31, 2011, as compared to a net
loss of $9.5 million for the same period of 2010, a change of
$18.0 million.

The Company's balance sheet at Dec. 31, 2011, shows $355.7 million
in total assets, $501.2 million in liabilities, and a shareholders
deficiency of $145.4 million.  Accumulated deficiency as of the
end of 2011 has reached $244.2 million.

A copy of the company's press release is available for free at:
http://is.gd/UWz2HV

                          About LBI Media

Headquartered in Burbank, California, LBI Media, Inc. --
http://www.lbimedia.com/-- operates Spanish-language broadcasting
properties including 21 radio stations (15 FM and 6 AM generating
47% of 2011 revenue) and 9 television stations plus the EstrellaTV
Network (53% of 2011 revenue).  EstrellaTV is a Spanish-language
television broadcast network that was launched in the fall of
2009.  Through EstrellaTV, the company is affiliated with
television stations in 39 DMAs comprising 78% of U.S. Hispanic
television households.  Jose Liberman founded the company in 1987,
together with his son, Lenard Liberman. Shareholders include Jose
Liberman (20%), Lenard Liberman (41%), Oaktree Capital (26%) and
Tinicum Capital (13%).  The dual class equity structure provides
the Liberman's with 94% of voting control between Jose Liberman
(31%) and Lenard Liberman (63%). Revenues for FY2011 totaled
$117.5 million.

                           *     *     *

In early April 2012, Moody's Investors Service downgraded LBI
Media's Corporate Family Rating (CFR) and Probability-of-Default
Rating (PDR) each to Caa2 from Caa1 and downgraded debt
instruments accordingly.  The downgrades follow the company's
earnings release for the 4th quarter of 2011 and reflect weakened
liquidity, revenue and EBITDA declines for radio stations
compounded by EBITDA declines for television operations, and
Moody's view that LBI's capital structure is unsustainable. The
rating outlook was changed to Negative from Stable.

In April 2012, Standard & Poor's Ratings Services lowered its
corporate credit rating on LBI Media to 'CCC' from 'B-'.  The
rating outlook is negative.

"The downgrade reflects our view that while audience ratings and
distribution are increasing at Estrella TV, the pace of revenue
and EBITDA growth might be insufficient to meet interest payments
and debt maturities in 2013 absent material asset sales," said
Standard & Poor's credit analyst Mike Altberg.


LEVI STRAUSS: Commences Tender Offer for $350-Mil. Senior Notes
---------------------------------------------------------------
Levi Strauss & Co. has commenced a cash tender offer for any and
all of its outstanding $350 million 8 7/8% Senior Notes due 2016.
The tender offer will expire at 12:00 midnight, New York City
time, on May 21, 2012, unless extended or earlier terminated by
the Company.  In connection with the cash tender offer, the
company is also soliciting consents from the holders of the Notes
to amend the indenture under which the Notes were issued to
eliminate or make less restrictive most of the restrictive
covenants, and certain related events of default, contained in the
indenture.

Under the terms of the tender offer, the total consideration for
each $1,000 principal amount of Notes tendered and accepted in the
tender offer will be $1,033.33.  The Company will also pay accrued
and unpaid interest to, but excluding, the payment date.  The
total consideration includes a consent payment of $30.00 per
$1,000 principal amount of Notes, and is only payable to holders
who tender their Notes and deliver their consents on or prior to
5:00 p.m., New York City time, on May 7, 2012.  Holders who tender
their Notes after the Consent Payment Deadline and prior to the
expiration of the tender offer will receive the total
consideration less the consent payment, or $1,003.33 per $1,000
principal amount of Notes.

Prior to the expiration of the tender offer, upon satisfaction or
waiver of the conditions to the tender offer, the company may, at
its option, accept and pay for Notes tendered.  The Company
currently expects that it will accept the Notes tendered on or
prior to the Consent Payment Deadline on or about May 7, 2012, and
pay for those Notes on or about May 8, 2012.  Subject to limited
conditions, all Notes tendered after the Company's initial
acceptance of Notes for purchase will be accepted and paid for
promptly following the expiration date of the tender offer.
Holders will be paid accrued and unpaid interest up to but not
including the applicable date of payment.

The Company's obligation to consummate the tender offer is
conditioned upon the satisfaction of certain conditions, including
(i) the consummation by the company before the expiration of the
tender offer of a financing transaction with gross proceeds of at
least $350 million and (ii) holders of the Notes representing not
less than a majority in principal amount of the outstanding Notes
having tendered their Notes and delivered their consents.  Full
details of the terms and conditions of the tender offer are
included in the Company's Offer to Purchase and Consent
Solicitation Statement dated April 24, 2012.

The Company has retained BofA Merrill Lynch as the dealer manager
in connection with the tender offer and as solicitation agent in
connection with the consent solicitation.  BofA Merrill Lynch can
be contacted at (+1) 888-292-0070 (U.S. toll free) or (+1) (646)
855- 3401 (collect).  Holders can request documents from Global
Bondholder Services Corporation, at (+1) 866-807-2200 (U.S. toll
free) or (+1) 212-430-3774 (collect).

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet at Feb. 26, 2012, showed $3.21 billion
in total assets, $3.30 billion in total liabilities, $6.20 million
in temporary equity, and a $96.49 million total stockholders'
deficit.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.

"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.

In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings.  Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.

Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures.  The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012.  The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.


LEVI STRAUSS: Offering $385-Mil. of 6-7/8 Senior Notes Due 2022
---------------------------------------------------------------
Levi Strauss & Co. is commencing a private placement of $350
million aggregate principal amount of senior notes due 2022.

In a subsequent press release, Levi Strauss announced the pricing
of $385 million of 6 7/8% senior notes due 2022 in a private
placement conducted pursuant to Rule 144A and Regulation S under
the Securities Act of 1933, as amended.  The principal amount of
the notes was increased from the previously announced $350
million.  The sale of the notes is expected to close on May 8,
2012.

The senior notes are not being registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.  As of the issue date, the senior notes
will be general unsecured senior obligations of the company and
will rank equally with all of the Company's other senior unsecured
indebtedness.

The Company intends to use the net proceeds from the offering to
purchase certain of its outstanding notes, to pay fees and
expenses related to the offering and the purchase of such
outstanding notes, and for general corporate purposes, which may
include repaying other outstanding indebtedness.

The senior notes are being offered pursuant only to an Offering
Memorandum dated April 24, 2012.

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet at Feb. 26, 2012, showed $3.21 billion
in total assets, $3.30 billion in total liabilities, $6.20 million
in temporary equity, and a $96.49 million total stockholders'
deficit.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.

"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.

In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings.  Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.

Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures.  The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012.  The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.


LSP ENERGY: Seeks to Toss $80 Million Threat From Bondholders
-------------------------------------------------------------
LSP Energy Inc. is suing bondholders who purchased $211 million in
notes to fund the construction of the Company's Mississippi power
plant in an effort to get the court to throw out an $80 million
payment that bondholders are trying to extract from the Company.

BankruptcyData.com reports that LSP Energy Limited Partnership
filed with the U.S. Bankruptcy Court a complaint for declaratory
judgment and an objection to claim against Bank of New York Mellon
Corporation, as indenture trustee.

The complaint, according to BData, explains, "This case involves
the straightforward interpretation of the Indenture . . ., which
undisputedly provides that a so-called make-whole premium only is
due from the Debtors upon a redemption of certain outstanding
bonds prior to their maturity. As is also explicitly set forth in
the Indenture, the Debtors' bankruptcy filings automatically
accelerated the entire indebtedness represented by the outstanding
bonds under the Indenture and, therefore, advanced the maturity of
the bonds to the date the Debtors' filed their bankruptcy
petitions. As direct result of this automatic acceleration, any
redemption of the bonds made after the petition date, can no
longer occur prior to maturity as a matter of law. Moreover, in
the event that a make-whole premium was owed under the Indenture,
it is not an allowable claim under the Bankruptcy Code.
Accordingly, the Indenture Trustee is not entitled to a make-whole
premium and any claim that it may assert which incorporates a
make-whole premium must be disallowed."

                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


MARTIN LITHOGRAPH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Martin Lithograph, Inc.
        dba MLI Integrated Graphics Solutions
        dba MLI
        505 North Rome Ave.
        Tampa, FL 33606

Bankruptcy Case No.: 12-06199

Chapter 11 Petition Date: April 24, 2012

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Curran K. Porto, Esq.
                  CURRAN K PORTO, PA
                  410 S Ware Blvd, Suite 404
                  Tampa, FL 33619
                  Tel: (813) 626-0088
                  Fax: (813) 626-5252
                  E-mail: curran@portolegalcenter.com

Scheduled Assets: $1,059,403

Scheduled Liabilities: $2,933,367

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb12-06199.pdf

The petition was signed by Martin Saavedra, president.

Pending bankruptcy case by an insider:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Martin and Janice Saavedra               N/A        N/A


MEDICAL CONNECTIONS: Board OKs 450,000 Grant to CEO, CFO & Pres.
----------------------------------------------------------------
The Board of Directors of Medical Connections Holdings, Inc.,
approved the grant of an aggregate of 450,000 shares of its Series
C preferred stock to Jeffrey S. Rosenfeld, its Chief Executive
Officer, Anthony J. Nicolosi, its President, and Brian R. Neill,
its Chief Financial Officer in lieu of making a required stock
award of one million shares of the Company's common stock to each
these executives.

The Company also filed an Amendment to its Articles of
Incorporation to increase its authorized Series C preferred stock
to 665,000 shares on April 20, 2012.  Pursuant to their employment
agreements, each executive is entitled to receive an Annual Grant
of one million shares of the Company's common stock.  However,
each of these executives agreed that, as a one-time occurrence,
they would each accept 150,000 shares of the Company's Series C
preferred stock instead of the required Annual Grant.  As a result
of this issuance of Series C Preferred Stock to Messrs. Rosenfeld,
Nicolosi and Neill, their voting ownership in the Company has
increased from approximately 60.12% to 77.10%.  Each share of
Series C Preferred Stock has 100 votes per share and will vote
together with holders of the Company's common stock and Series A
Preferred Stock as a single class on all matters presented to the
Company's shareholders at an annual or special meeting, except
with respect to the matters relating to the election of directors.
The holders of a majority of shares of the Company's Series C
Preferred Stock will have the right to appoint a majority of the
directors serving on the Company's Board.  The Series C Preferred
Stock does not have any dividend or liquidation preferences nor is
it convertible into any other class of the Company's stock.

                     About Medical Connections

Boca Raton, Fla.-based Medical Connections Holdings, Inc., is a
healthcare staffing company which provides staffing services for
allied professionals and nurses to the Company's clients on a
national basis.

The Company reported a net loss of $3.71 million on $6.65 million
of revenue in 2011, compared with a net loss of $7.78 million on
$7.80 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.74 million
in total assets, $678,754 in total liabilities and $1.06 million
in total stockholders' equity.

For 2011, De Meo, Young, McGrath, in Boca Raton, Florida, noted
that the Company's dependence on outside financing, lack of
sufficient working capital, and recurring losses from consolidated
operations raise substantial doubt about the Company's ability to
continue as a going concern.


MERITOR INC: Fitch Rates $529MM Amended CreditFacility 'BB/RR1'
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB/RR1' to Meritor, Inc.'s
(MTOR) amended and restated secured credit facility.  The amended
credit facility is currently comprised of a $429 million revolving
credit facility and a $100 million funded term loan.  MTOR's
Issuer Default Rating (IDR) is 'B' and the Rating Outlook is
'Positive'.

The recovery rating of 'RR1' on the amended credit facility
reflects its substantial collateral coverage that results in
outstanding recovery prospects in the 90% to 100% range in a
distressed scenario. Collateral securing facility includes a
pledge of MTOR's equity interests in certain direct and indirect
subsidiaries, as well as nearly all of MTOR's other assets and the
assets of its direct and indirect subsidiaries.  The pledge of
MTOR's equity interests in certain foreign subsidiaries is limited
to 65%.  The credit agreement is guaranteed by most of MTOR's
wholly-owned domestic subsidiaries and certain wholly-owned
foreign subsidiaries.

Although the revolving portion of the credit facility currently
has a limit of $429 million, the limit will step down to $415
million in February 2014.  However, the credit facility does
contain an accordion feature that could increase the size of
either the revolver or term loan by up to $100 million.  The
amended credit facility matures in April 2017, although the
maturity will be accelerated to June 10, 2015 if more than $100
million of the company's 8.125% senior notes is outstanding on
June 1, 2015. Likewise, the credit agreement will mature on Nov.
15, 2015 if more than $100 million of MTOR's 4.625% convertible
notes are outstanding and the conversion price of the notes is
above the company's stock price.  Prepayment of the company's
unsecured debt is made possible by a change in the restricted
payments provision contained in the credit facility amendment.

Although the addition of a funded term loan will increase MTOR's
debt outstanding in the near term, the increased flexibility
provided by the change to the restricted payments provision in the
credit facility will allow the company to reduce its debt
outstanding over the intermediate term.  This, combined with the
amortization of the term loan, could result in the company de-
levering more quickly than it could prior to the amendment.

MTOR's ratings and positive outlook reflect Fitch's expectations
of further strengthening in MTOR's credit profile over the medium
term as end market demand solidifies, margins grow on stronger
pricing and improved manufacturing efficiencies, and leverage
declines on higher EBITDA and lower debt. Demand in the company's
core segments will be supported over the longer term by global
economic growth, although weakness in Europe will negatively
affect near-term demand in that region.  MTOR's defense-related
business is expected to rebound in the near term, as the U.S.
military's Family of Medium Tactical Vehicles (FMTV) program ramps
up with a new primary contractor.  Despite improving business
conditions, however, free cash flow will be weighed down by higher
pension contributions and heavy capital spending, although Fitch
expects full-year free cash flow to be positive in fiscal 2012.

Fitch could upgrade MTOR's ratings in the intermediate term if
market conditions remain stable and further revenue and margin
growth lead to higher free cash flow and stronger credit
protection metrics.  On the other hand Fitch could undertake a
negative action on MTOR if market conditions deteriorate
significantly, resulting in a meaningful erosion of the company's
liquidity and a substantial weakening of its credit profile.


METROPARK USA: Hearing on Cash Collateral Use Adjourned
-------------------------------------------------------
Metropark USA, Inc., said that final hearing on the its motion for
cash collateral use has been adjourned and will held before the
Hon. Robert D. Drain, of the U.S. Bankruptcy Court for the
Southern District of New York at a date and time to be determined.

The hearing was previously scheduled for Feb. 28, 2012.

As reported in the Troubled Company Reporter on Feb. 10, 2012, the
Court, in a seventh interim agreed order dated Jan. 24, 2012,
authorized to use cash collateral of the Second Lien Lenders, owed
as of the Petition Date in the approximate amount of $825,000, and
secured by substantially all of the personal property of the
Debtor, including cash collateral, pursuant to a budget.

As partial adequate protection, the Second Lien Lenders are
granted valid and perfected replacement liens and additional liens
and security interests, in all of the properties and assets of the
Debtor in which the Second Lien Lenders asserts a valid and
perfected security interest prepetition.

A copy of the Seventh Interim Agreed Cash Collateral Order is
available for free at:

       http://bankrupt.com/misc/metroparkusa.doc377.pdf

                        About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP, in New York,
serve as the Debtor's bankruptcy counsel.  CRG Partners Group,
LLC, is the Debtor's financial advisor.  The Debtor also tapped
Great American Group Real Estate, LLC doing business as GA Keen
Realty Advisors as special real estate advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.

Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP, in Irvine,
Calif., represents the Official Committee of Unsecured Creditors.


MONTANA ELECTRIC: Trustee's Cash Collateral Access Expires Today
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana previously
approved a stipulation and agreement filed April 13, 2012, between
Lee A. Freeman, the Chapter 11 trustee for Southern Montana
Electric Generation and Transmission Cooperative Inc., extending
until April 27, the termination date of trustee's use of cash
representing collateral for $85 million in mortgages.

The prepetition secured parties, namely the U.S. Bank National
Association as indenture trustee, and certain holders consisting
of Prudential Insurance Company of America, Universal Prudential
Arizona Reinsurance Company, Forethought Life Insurance Company
and Modern Woodman of America, consented to the amendment of the
fifth interim cash collateral order.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee and he is represented by
Waller & Womack and Horowitz & Burnett, P.C.


MONTANA ELECTRIC: Court OKs Deal for Transmission Services
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana approved a
stipulation and agreement filed on April 13, 2012, inked by Lee A.
Freeman, the Chapter 11 trustee for Southern Montana Electric
Generation and Transmission Cooperative Inc., with NorthWestern
Energy.

Pursuant to the stipulation:

   1. The trustee has prepared and provided to NWE cash flow
      projections until October 2012, which include timely
      payments to NWE for transmission services based on estimated
      costs.  So long as timely payments are made, the parties
      agree that the $1.25 million deposit provides NWE adequate
      assurance of payments going forward.

   2. The Debtor agrees to continue to pay the invoices as they
      come due.

   3. NWE will continue to provide transmission services for
      Debtor so long as timely payments are made in the ordinary
      course.

   4. The stipulation resolves the ongoing issues between the
      parties.

   5. Upon confirmation of a Plan in the case and payment of NWE's
      final invoice for services during the pendency of the case,
      the deposit of $1.25 million will be returned to Debtor.

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

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee and he is represented by
Waller & Womack and Horowitz & Burnett, P.C.


MUSCLEPHARM CORP: Provides Update of Corporate Initiatives
----------------------------------------------------------
MusclePharm Corporation provided an update regarding its business
and corporate activities.

The Company is finalizing agreements with two top U.S. retail
chain stores to supply MusclePharm supplements and its MMA Elite
branded product.  These two chains have more than 9,000 stores
combined nationwide.  In addition to its recent entry into Canada,
MusclePharm is utilizing capital to expand sales and distribution
into international markets, initially focusing on the European
Union, the United Kingdom, Brazil and the Middle East.

The Company's Board of Directors met on Tuesday April 17, 2012, at
company headquarters in Denver.  Jeremy Deluca, president and
chief marketing officer, and John Bluher, executive vice president
and chief operating officer, attended the meeting. The Board of
Directors has resolved or adopted the following measures:

   * To establish a five member board, with three independent
     directors, by no later than May 31, 2012.  Board invitation
     letters and directors and officers questionnaire forms were
     approved;

   * Charters for the Compensation Committee, Audit Committee,
     Nominating and Corporate Governance Committee;

   * A new stock trading policy for employees and contractors was
     adopted;

   * A hotline policy was adopted;

   * Corporate Governance guidelines and a Code of Ethics were
     adopted;

   * An audit pre-approval policy for the Audit Committee was
     established; and

   * A form for an Omnibus 2012 Employee Stock Incentive Plan and
     forms of performance-based awards were adopted.

The Board engaged Strategic Apex Group, LLC, of Los Angeles, an
executive and board compensation consulting firm, to review,
analyze and compare MusclePharm's executive compensation policies
and structure with competitors and industry peers.  As part of the
engagement, Strategic Apex Group has been tasked with devising a
new plan that fairly compensates the Company's executives based on
performance and provides long-term incentives, grows executive
ownership and aligns compensation with growth of margins and net
income.

The Company said that senior executives Brad Pyatt, Cory Gregory,
and Jeremy Deluca have agreed to release their current
compensation agreements, which were entered into last year, and
execute new agreements effective May 1, 2012 for the current year.
Strategic Apex Group will provide analysis on a market based
compensation plan to implement for the Company's executives.

"We now have a business plan, capital plan and corporate plan in
place for 2012 that reflect the Company's current stage of growth
and development," said, John Bluher, chief operating officer of
MusclePharm.  "We are not only focused on growing our business but
also moving as effectively as possible to qualify for listing on a
national stock exchange.  The recently announced retirement of all
of our convertible notes, combined with the addition of several
new customers and the Board?s recent actions have rapidly moved
the Company toward achieving our goals."

On April 17, 2012, the Company's board of directors adopted a Code
of Ethics and Corporate Governance Guidelines.  A the Company's
Code of Ethics is available for free at http://is.gd/QNe0sj

On April 17, 2012, the Company's board of directors established an
Audit Committee, a Compensation Committee, and a Nominating and
Corporate Governance Committee; and adopted the respective
Committee Charters.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

MusclePharm reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.04 million
in total assets, $18.01 million in total liabilities and a $12.97
million total stockholders' deficit.

For the year ended Dec. 31, 2011, Berman & Company, P.A., 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 a net loss of $23,280,950 and net cash
used in operations of $5,801,761 for the year ended Dec. 31, 2011;
and has a working capital deficit of $13,693,267, and a
stockholders' deficit of $12,971,212 at Dec. 31, 2011.


NEDAK ETHANOL: Extends President's Employment for Add'l 2 Years
---------------------------------------------------------------
NEDAK Ethanol, LLC, and Jerome Fagerland, the Company's President
and General Manager, entered into an Extension of Employment
Agreement on Aug. 3, 2011, pursuant to which the parties extended
the term of the Employment Agreement dated Oct. 30, 2007, for an
additional two-year period.  The Employment Agreement had an
initial term of four years set to expire Oct. 31, 2011; however,
the Employment Agreement provided that it could be extended for
two additional two-year periods upon the written consent of both
parties.

Pursuant to the terms of the Extension Agreement, the Employment
Agreement will expire Oct. 31, 2013, unless extended for an
additional two-year period upon the written consent of both
parties.  All other terms of the Employment Agreement remain in
effect.

                       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.

NEDAK Ethanol reported a net loss of $781,940 on $152.11 million
of revenue in 2011, compared with a net loss of $2.08 million on
$94.77 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$84.47 million in total assets, $41.13 million in total
liabilities, $10.49 million in preferred units Class B, and
$32.84 million in total members' equity.

                 Amends Agreement with AgCountry

In February 2007, the Company entered into a master credit
agreement with AgCountry Farm Credit Services FCA regarding a
senior secured credit facility.  As of Dec. 31, 2010, and
throughout 2011, the Company was in violation of several loan
covenants required under the original credit agreement and
therefore, the Company was in default under the credit agreement.
However, the Company entered into a forbearance agreement with
AgCountry which remained effective until June 30, 2011.  This
default resulted in all debt under the original credit agreement
being classified as current liabilities effective as of Dec. 31,
2010.  The loan covenants under the original credit agreement
included requirements for minimum working capital of $6,000,000,
minimum current ratio of 1.20:1.00, minimum tangible net worth of
$41,000,000, minimum owners' equity ratio of 50%, and a minimum
fixed charge coverage ratio of 1.25:1.00, and also included
restrictions on distributions and capital expenditures.

On Dec. 31, 2011, the Company and AgCountry entered into an
amended and restated master credit agreement pursuant to which the
parties agreed to restructure and re-document the loans and other
credit facilities provided by AgCountry.

Under the amended agreement, the Company is required to make level
monthly principal payments of $356,164 through Feb. 1, 2018.
Beginning on Sept. 30, 2012, and the last day of the first,
second, and third quarters thereafter, the Senior Lender will make
a 100% cash flow sweep of the Company's operating cash balances in
excess of $3,600,000 to be applied to the principal balance.  In
addition, the Company is required to make monthly interest
payments at the one month LIBOR plus 5.5%, but not less than 6.0%.
The interest rate was 6.0% as of Dec. 31, 2011.  In addition to
the monthly scheduled payments, the Company made a special
principal payment in the amount of $7,105,272 on Dec. 31, 2011.
As of Dec. 31, 2011, and 2010, the Company had $26,000,000 and
$38,026,321 outstanding on the loan, respectively.




NEW ENGLAND: Moody's Withdraws 'Ba3' Rating on 1999 Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba3 underlying rating
on New England College's (NH) Series 1999 Revenue Bonds issued
through the New Hampshire Health and Educational Facilities
Authority. The withdrawal follows the redemption of the college's
bonds on December 1, 2011 through proceeds from a private
placement and the Series 1999 debt service reserve fund. At this
time, Moody's no longer maintains any underlying ratings on the
college.


OSAGE EXPLORATION: Corrects Report on Boothbay Note Issuance
------------------------------------------------------------
Osage Exploration and Development, Inc., filed an amended current
report on Form 8-K/A solely to correct the issuance date and the
maturity date of the secured promissory note as previously filed
on form 8-K on April 20, 2012.

On April 17, 2012, the Company issued a $2,500,000 secured
promissory note to Boothbay Royalty Co., for gross proceeds of
$2,500,000.  The Secured Promissory Note matures April 17, 2014,
and has an 18% interest rate, payable in cash monthly.  In
addition, Boothbay received 400,000 shares of common stock,
$0.0001 par value, a 1.5% overriding royalty on our leases in
section 29, township 17 North, range 3 in Logan County, Oklahoma
and a 1.7143% overriding royalty on our leases in section 36,
township 19 North, range 4 West in Logan County, Oklahoma.  The
Secured Promissory Note is secured by a First Mortgage, Security
Agreement and Financing Statement, and other collateral documents
of even date covering a 5% overriding royalty interest,
proportionately reduced, in all of the Company's leases in Logan
County, Oklahoma.

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company's balance sheet at Dec. 31, 2011, showed $5.47 million
in total assets, $1.32 million in total liabilities, and a $4.15
million in total stockholders' equity.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.


OTIS WRIGHT: Chapter 7 Trustee to Sell Judge's House to Pay Debts
-----------------------------------------------------------------
Joe Palazzolo, writing for Dow Jones' Daily Bankruptcy Review,
reports that a Chapter 7 trustee plans to put the house of Federal
Judge Otis Wright II in Rancho Palos Verdes in Los Angeles County
on the market in a bid to generate funds for creditors.  Judge
Wright, a George W. Bush appointee who was confirmed in 2007,
filed for Chapter 7 bankruptcy protection (Bankr. C.D. Calif. Case
No. 11-62149) on Dec. 26, 2011.

According to Mr. Palazzolo, documents filed recently in Central
California bankruptcy court, which sits about a half mile away
from Judge Wright's courthouse, indicate that the asking price is
about $1.2 million.

The report notes Judge Wright listed assets of $833,426 and
liabilities of $895,292 in his petition.  Between his home and his
Mini Cooper, Judge Wright said in the filing he owed about
$800,000.  He and his wife, Evelyn, a self-employed social worker,
had accumulated more than $70,000 in credit-card debt, including
$12,740 on a Nordstrom card, according to the filing.  A copy of
the petition obtained by Mr. Mr. Palazzolo is available at
http://is.gd/cMjnD3

The report also notes a lawyer for the couple, Raymond Aver, Esq.,
said the judge drained his retirement funds to pay off a large
lump of debt before filing for bankruptcy.

The report notes federal district judges make about $174,000 a
year -- just a shade more than the going rate for first-year
associates at top law firms.


PARAGON PAPER: Meeting to Form Creditors' Panel on May 10
---------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on May 10, 2012, at 2:30 p.m. in
the bankruptcy case of Paragon Paper, Inc.  The meeting will be
held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

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.

Paragon Paper, Inc., filed a voluntary Chapter 11 petition (Bankr.
D. N.J. Case No. 12-19955) on April 14, 2012 in Camden, New
Jersey.  Jason C. Manfrey, Esq. and Michael G. Menkowitz, Esq., at
Fox Rothschild LLP, in Philadelphia, serve as counsel to the
Debtor.  The Debtor estimated up to $10,000,000 in assets and up
to $10,000,000 in liabilities.  The petition was signed by Mark J.
Guarnere, president.


PHOENICIAN MEDICAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Phoenician Medical Center, Inc.
        1343 N. Alma School Rd. #160
        Chandler, AZ 85224

Bankruptcy Case No.: 12-08771

Chapter 11 Petition Date: April 24, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: d.powell@cplawfirm.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Paramvir S. Tuli, president.


PONTIAC SCHOOL: Moody's Cuts GOULT Issuer Rating to 'B1'
--------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba2 the
general obligation unlimited tax issuer rating of the Pontiac
School District (MI). Concurrently, Moody's has downgraded to B2
from Ba3 the district's outstanding general obligation limited tax
debt. A negative outlook has also been assigned and the ratings
have been removed from watchlist. Currently, the district has
$15.7 million of rated general obligation limited debt
outstanding.

Summary Ratings Rationale

The district's outstanding general obligation limited tax bonds
are secured by the district's general obligation limited tax
pledge payable from all taxable property, subject to
constitutional and statutory limitations. The B1 issuer rating
reflects the district's weakened financial position with a large
deficit General Fund balance resulting from a series of
significant operating deficits; severely challenged cash position
with high levels of annual cash flow borrowing; continued
enrollment declines that factor unfavorably into the state aid
formula; and continued economic challenges, including severe
taxable value declines, population loss, and elevated
unemployment. The B2 rating on the city's outstanding general
obligation limited tax debt is one notch below that of the issuer
rating due to limits on operating levies that are used to pay debt
service. The negative outlook reflects ongoing fiscal stress that
includes narrow cash flow margins heightened by the withholding of
state aid payments. The outlook further incorporates the
likelihood that the district will not be able to meet the targets
of its deficit elimination plan and timely elimination of its
deficit General Fund balance.

STRENGTHS

- Tax base includes the institutional presence of Oakland
University and Chrysler world headquarters

- Recent stabilization of automotive industry

- Modest debt burden supported by rapid amortization

- Implementation of significant expenditure reductions

CHALLENGES

- Ongoing cash flow issues that require high levels of short-term
borrowing exposing the district to market access risk

- Narrowing of cash flow margins including the disruption of
state aid payments

- Continuation of structurally imbalanced operations

- Limited revenue raising flexibility with high dependence on
state foundation allowance

- Significant enrollment declines factoring unfavorably into the
state aid formula

- High degree of management instability

- Severely stressed tax base with further reductions in value
expected over the near term

OUTLOOK

The outlook for the credit is negative due to ongoing fiscal
stress that includes narrow cash flow margins heightened by the
withholding of state aid payments. The outlook further
incorporates the likelihood that the district will not be able to
meet the targets of its deficit elimination plan and timely
elimination of its deficit General Fund balance.

WHAT COULD CHANGE THE RATING UP (or removal of negative outlook)

- Elimination of the deficit General Fund balance in a timely
manner

- Implementation of a significant portion of the district's
financial targets as identified in the Deficit Elimination Plan

- Return to and maintenance of structurally balanced financial
operations, with improvement in liquidity

WHAT COULD CHANGE THE RATING DOWN

- Lack of progress implementing expenditure reductions that
results in a sustained or increased deficit General Fund balance
position

- Inability to manage short-term cash flow issues and continued
withholding of state aid payments

- Further economic deterioration and weakening of the district's
demographic profile

- Additional, significant declines in enrollment that exert
further downward pressure on state revenue

- Reduction in the state foundation allowance leading to
operating deficits or pressure on the district's ability to cash
flow borrow

Principal Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


REDDY ICE: Has Until May 21 to File Schedules and Statements
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until 10:00 a.m. (prevailing Central Time) on May 21,
2012, the deadline for Reddy Ice Holdings, Inc., and Reddy Ice
Corporation's time to file their schedules of assets and
liabilities and statements of financial affairs.

As reported in the Troubled Company Reporter on April 18, 2012,
the Debtors explained that due to the complexity and diversity of
their operations, the Debtors will be unable to complete their
schedules and statements by the current deadline.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Taps Jefferies & Company as Investment Banker
--------------------------------------------------------
Reddy Ice Holdings, Inc. and Reddy Ice Corporation ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to employ Jefferies & Company, Inc., as financial advisor and
investment banker.

Jefferies will, among other things:

   a) assist and advise the Debtors in developing a general
      strategy for accomplishing a transaction;

   b) assist and advise the Debtors in implementing a transaction;
      and

   c) assist and advise the Debtors in evaluating and analyzing a
      transaction, including the value of the securities or debt
      instruments, if any, that may be issued in any transaction.

The fee structure of Jefferies includes:

   i) a monthly cash fee equal to $100,000 per month until the
      expiration or termination of the Engagement Letter;

  ii) a fee in the amount of $2.05 million, payable upon
      consummation of a transaction involving the Second Lien
      Notes (the transaction may also involve the Discount Notes;

iii) a fee in an amount equal to 0.30% of the principal amount,
      plus any accrued interest thereon, of the Company's 11.25%
      Senior Secured Notes due 2015 for any consent, waiver or
      amendment of or to any provision of the instruments
      governing the Senior Secured Notes indenture;

  iv) in the event that the Debtors request that Jefferies perform
      services with respect to a capital raise by the Debtors,
      Jefferies and the Debtors will promptly agree on the fee to
      be paid to Jefferies for the services, which fee will be
      based on the prevailing market for similar services (with
      the Engagement Letter being amended to include customary
      engagement letter provisions for the capital raising
      services).

To the best of the Debtors' knowledge, Jefferies neither holds nor
represents any interest adverse to the Debtors or their respective
estates in the matters for which it is proposed to be retained.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.  A hearing to approve the Disclosure
Statement and confirm the Plan has been set for May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Wants to Hire FTI Consulting as Financial Advisors
-------------------------------------------------------------
Reddy Ice Holdings, Inc. and Reddy Ice Corporation ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to employ FTI Consulting, Inc., as financial advisors.

FTI will, among other things:

   a. advise management on cash conversion measures and assist
      with implementation of cash forecasting and reporting tools
      as requested;

   b. work together with the Debtors, at their request and under
      their guidance, to respond to requests from lenders,
      creditors, and other parties in interest including the
      preparation of financial information for distribution to
      such parties in interest; and

   c. assist the Debtors in discussions and negotiations with
      their existing lenders, including analysis of any proposed
      modifications to existing credit agreements.

The hourly rates of FTI personnel are:

         Senior Managing Directors            $475 - $895
         Directors/Managing Directors         $375 - $745
         Consultants/Senior Consultants       $125 - $530
         Administrative/Paraprofessionals     $115 - $230

FTI has received from the Debtors total on account cash in the
amount of $150,000.  Since commencing the engagement, FTI has
invoiced the Company in the aggregate amount of $724,372, which
amount reflects $569,757 billed to the Company for professional
services, $4,615 for out of pocket expense reimbursement and the
$150,000 held as on-account cash.

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

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REID PARK: Has Court's Nod to Expand Employment of Doris Parker
---------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona granted Reid Park Properties, LLC, permission
to expand the scope of employment of Doris Parker of Creative
Hospitality Investment Consultants as an expert witness.

As reported by the Troubled Company Reporter on April 4, 2012, the
Debtor previously retained Ms. Parker as an expert witness on the
issue of management fees and now wishes to retain Ms. Parker as an
expert witness on the feasibility of the Debtor's Plan and other
confirmation issues at the confirmation hearings on April 3 and 4,
2012.

The confirmation hearing was rescheduled to May 29, 2012, at
10:00 a.m.

                   About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


REID PARK: Gets Court OK to Hire Dennis Winans as Expert Witness
----------------------------------------------------------------
Reid Park Properties, LLC, sought and obtained permission from the
Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona to employ Dennis L. Winans, CPA, as its
feasibility and interest rate expert witness for purposes of the
contested confirmation hearing.  The confirmation hearing was
rescheduled to May 29, 2012, at 10:00 a.m.

The Debtor retained Mr. Winans to represent the Debtor in
connection with its reorganization, specifically with respect to
the feasibility of the plan of reorganization and the
determination and defense of a fair interest rate on the proposed
restructured mortgage financing collateralized by the Doubletree
Hotel.  Mr. Winans will provide services as an independent
professional.  He will be paid a minimum non-refundable engagement
fee of $2,500.  He will also be paid at the rate of $200 per hour
for all tasks performed, including analysis, calculations,
conclusions, preparation of reports, testimony at deposition or
trial and necessary travel time to physically inspect the property
and meet with on-site staff, if any.

To the best of the Debtor's knowledge, Mr. Winans is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RENA LLC: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Rena, LLC
        470 Washington Street
        Brighton, MA 02135

Bankruptcy Case No.: 12-13405

Chapter 11 Petition Date: April 22, 2012

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: John F. Sommerstein, Esq.
                  LAW OFFICES OF JOHN F. SOMMERSTEIN
                  98 North Washington Street, Suite 104
                  Boston, MA 02114
                  Tel: (617) 523-7474
                  E-mail: jfsommer@conversent.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mab12-13405.pdf

The petition was signed by Nicholas Heras, Jr., manager.


RIDGEVIEWTEL LLC: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: RidgeviewTel, LLC
        2101 Ken Pratt Blvd., Suite 105
        Longmont, CO 80501

Bankruptcy Case No.: 12-18239

Chapter 11 Petition Date: April 24, 2012

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

Judge: Howard R Tallman

Debtor's Counsel: Cynthia T. Kennedy, Esq.
                  KENNEDY LAW FIRM
                  308 1/2 E. Simpson St.
                  Lafayette, CO 80026
                  Tel: (303) 604-1600
                  E-mail: ctk@kennedylawyer.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cob12-18239.pdf

The petition was signed by Nicolae Toderica, president.


RITE AID: Files Form 10-Q, Reports $368.5 Million Net Loss
----------------------------------------------------------
Rite Aid Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$368.57 million on $26.12 billion of revenue for the year ended
March 3, 2012, a net loss of $555.42 million on $25.21 billion of
revenue for the year ended Feb. 26, 2011, and a net loss of
$506.67 million on $25.66 billion of revenue for the year ended
Feb. 27, 2010.

The Company's balance sheet at March 3, 2012, showed $7.36 billion
in total assets, $9.95 billion in total liabilities and a $2.58
billion in total stockholders' deficit.

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

                        http://is.gd/YInp2D

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said in February that Rite Aid's Caa2 Corporate Family
Rating reflects its weak credit metrics and unsustainable capital
structure with debt to EBITDA of 8.8 times and EBITA to interest
expense of 0.8 times.  Although Moody's believes that Rite Aid
earnings will benefit from Walgreen's dispute with Express Scripts
as well as from the strong generic pipeline, Moody's anticipates
that lower reimbursement rates will offset some of this positive
earnings pressure.  Thus, Moody's forecasts that Rite Aid's credit
metrics will remain weak.  In addition, Rite Aid faces a tradeoff
between the need to address its sizable 2014 and 2015 debt
maturities against the likelihood that any refinancing will be at
a higher interest rate.  Should Rite Aid successfully refinance
its 2014 and 2015 debt maturities, its borrowing costs will likely
increase further weakening Rite Aid's interest coverage.
Consequently, Moody's is concerned that Rite Aid may choose to
voluntarily restructure its debt over the medium term.


ROLL-A-COVER LLC: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Roll-A-Cover, LLC
        dba Roll-A-Cover International, LLC
        696 Amity Road
        Bethany, CT 06524

Bankruptcy Case No.: 12-30970

Chapter 11 Petition Date: April 24, 2012

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN, PC
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ctb12-30970.pdf

The petition was signed by Dennis Martens, managing member.


ROTORWAY GLOBAL: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rotorway Global, Inc.
        7150 W. Erie Street
        Chandler, AZ 85226

Bankruptcy Case No.: 12-08769

Chapter 11 Petition Date: April 24, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Todd A. Burgess, Esq.
                  GALLAGHER & KENNEDY
                  2575 E. Camelback Road, #1100
                  Phoenix, AZ 85016
                  Tel: (602) 530-8050
                  E-mail: todd.burgess@gknet.com

Scheduled Assets: $2,891,868

Scheduled Liabilities: $4,636,059

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/azb12-08769.pdf

The petition was signed by Lynda Wishart, secretary.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Cobb International, Inc.
  dba Rotorway International           11-31646   11/14/11


RYAN INTERNATIONAL: Court Approves Thomas J. Lester as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Ryan International Airlines, Inc., et al., to employ
Thomas J. Lester, Esq., and Hinshaw & Culbertson LLP as counsel.

The hourly rates of the firm's personnel are:

         Mr. Lester                $350
         Matthew M. Hevrin         $295
         Thomas G. Wallrich        $450
         Michael D. Seese          $525
         William J. Connelly       $350

Prepetition, Hinshaw received cash payments from the Debtors
aggregating $395,010 for services rendered and approximately
$31,808 for costs incurred, excluding advance payment retainers of
$140,000.  For the month prior to filing, the total amount for
fees and expenses paid to Hinshaw for the preparation of the cases
equals approximately $38,010.  After application of billed and
unbilled time for services rendered and costs incurred,
approximately $101,990 remains of the retainer.  The Debtors owed
Hinshaw for additional amounts for legal services rendered before
the Petition Date unrelated to the bankruptcy cases.  Hinshaw has
agreed to waive all claims for any prepetition amounts due Hinshaw
from the Debtors.

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

Mr. Lester can be reached at:

         Thomas J. Lester, Esq.
         HINSHAW & CULBERTSON
         100 Park Avenue
         P.O. Box 1389
         Rockford, IL 61105
         Tel: (815) 490-4900
         Fax: (815) 490-4901
         E-mail: tlester@hinshawlaw.com

                      About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marshall Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.


RYAN INTERNATIONAL: Court OKs Employment of Silverman Consulting
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
according to Ryan International Airlines, Inc., et al.'s case
docket, authorized the Debtors to employ Steven A. Nerger, and
Silverman Consulting as financial advisors.

Silverman has been providing financial advisory services to the
Debtors since October 2011.

Silverman is expected to, among other things:

   1. develop strategic cash management plans and cash flow
      forecasts;

   2. assist in the coordination of responses to creditor
      information requests and interfacing with creditors and
      their financial advisors; and

   3. assist in identifying key vendors and developing a vendor
      management plan.

The hourly rates of Silverman personnel are:

         Michael A. Silverman, partner        $680
         Mr. Nerger, partner                  $380
         Brian J. Metzger, partner            $340
         Cezary Turek, associate              $250

Prepetition, the Debtors paid Silverman a total of $169,835 for
professional services rendered and charges and disbursement
incurred by Silverman on behalf of the Debtors.  To the extent
Siverman's actual fee, charges, and disbursements for the period
before the Petition Date exceed $169,835.  Silverman has agreed to
waive the prepetition claim against the Debtors.

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

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marshall Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.


RYAN INTERNATIONAL: Taps Ford & Harrison to Handle Labor Matters
----------------------------------------------------------------
Ryan International Airlines, Inc., et al., ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
employ Ford & Harrison as special counsel for labor concerns.

The Debtors relate that Ford has represented in past negotiations
in connection with its collective bargaining agreements and the
Debtors believe that continued representation will be cost
effective.

The hourly rates of Ford's personnel are:

         Dannie B. Fogleman              $485
         Jaclyn West                     $360
         Paralegals                      $195

Dannie B. Fogleman a partner at Ford & Harrison, assured the Court
that Ford is a "disinterested person' as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marshall Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.


SABRE INC: Moody's Rates $400MM First Lien Secured Notes 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to: i) $400 million
in first lien secured notes due 2019 ("First Lien Notes") offered
by Sabre, Inc., a wholly-owned subsidiary of Sabre Holdings
Corporation, and ii) a new first lien term loan due 2017 proposed
as an amendment and extension of an existing term loan due 2014.
No other ratings were impacted, included Sabre's B2 Corporate
Family Rating ("CFR") and stable ratings outlook.

Ratings assigned (and Loss Given Default assessments):

-- Proposed Sabre, Inc. first lien term loan due December 2017,
    B1 (LGD 3, 41%)

-- Proposed $400 million first lien notes due 2019, B1 (LGD 3,
    41%)

Existing ratings (and Loss Given Default assessments):

-- Corporate Family Rating, B2

-- Probability of Default Rating, B2

-- $249 million Sabre, Inc. first lien revolver due March 2013,
    B1 (LGD 3, 41%)

-- $251 million Sabre, Inc. first lien revolver due September
    2016, B1 (LGD 3, 41%)

-- $1.7 billion Sabre, Inc. first lien term loan due September
    2014, B1 (LGD 3, 41%)

-- $1.2 billion Sabre, Inc. first lien term loan due September
    2017, B1 (LGD 3, 41%)

-- $400 million Sabre Holdings senior unsecured notes due March
    2016, Caa1 (LGD 6, 92%)

Proceeds from the First Lien Notes will be used to repay a portion
of Sabre's $1.7 billion term loan due September 2014 and for
general corporate purposes. The new term loan tranche due December
2017 is contingent upon repayment of 40% of the extended amount.
This will result in an extended term loan tranche of at least $420
million, since a minimum commitment to extend $700 million of the
$1.7 billion is required.

Ratings Rationale

"We believe additional reduction in financial leverage is
essential given the turbulent environment with airlines and the
cyclical nature of the travel business", stated Moody's analyst
Suzanne Wingo. The current refinancing is leverage-neutral and
improves Sabre's debt maturity wall, but interest expense and cash
flow will be modestly impacted in the near-term from higher
interest rates. The company has improved its financial leverage
(debt / EBITDA) to 5.6 times through steady debt reduction and
earnings growth, and Moody's anticipates that leverage will
approach 5 times over the next 12-18 months.

Sabre's B2 CFR reflects uncertainty regarding the global
distribution system ("GDS") business model in light of disputes
with certain airlines seeking to reduce distribution costs.
Although Sabre's GDS segment continues to grow volumes, an
unfavorable legal outcome could shift air travel bookings to a
direct supply model from the airlines over time, or lead to
pricing concessions. Nonetheless, Sabre's software and services
are entrenched in the processes and systems of online and
traditional travel agencies and provide the efficiencies and
pricing transparency that consumers demand. Travelocity, Sabre's
online travel agency, continues to underperform compared to peers
but this segment represents just 10% of consolidated earnings.
Shortfalls have been mitigated by organic revenue growth in the
software-as-a-service and GDS segments, which are larger
contributors to profitability.

The stable outlook reflects Moody's expectation that consolidated
revenues will grow in the mid-single digits in 2012, driven
primarily by organic expansion in the airline and hotel software-
as-a-service segment. The ratings could be downgraded if the
remaining 2014 debt maturities are not refinanced or extended in a
timely manner, or if volumes or pricing come under stress from the
loss of significant customers or due to anticipated shifts in the
distribution of travel supply throughout the industry, or if
financial leverage is sustained above 6 times. The ratings could
be upgraded if Sabre were to favorably resolve the anti-trust
lawsuits by American Airlines and U.S. Airways and the
investigation by the DOJ, successfully renew its major supplier
contracts, demonstrate organic revenue and earnings growth,
improve its liquidity profile, and reduce debt so that financial
leverage could be sustained below 5.5 times in a cyclical
downturn.

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

Headquartered in Southlake, Texas, Sabre owns one of the three
largest global distribution systems, a leading software-as-a-
service business that provides technology solutions to travel
suppliers globally, and an online travel agency (Travelocity).
Sabre is owned by TPG Partners, Silver Lake Partners and other co-
investors. Annual revenues approximate $3 billion.


SAINT MARY'S: Moody's Affirms 'Ba2' Long-Term Bond Rating
---------------------------------------------------------
Moody's Investors Service has affirmed Saint Mary's Hospital's
(SMH) Ba2 long-term bond rating. The outlook remains stable. This
action affects approximately $24.9 million of Series E bonds
outstanding issued by the Connecticut Health & Educational
Facility Authority. Moody's analysis reflects the financial
performance of Saint Mary's Health System, Inc. (SMHS). SMH
represents approximately 97% of SMHS total assets and 99% of SMHS
operating revenues.

Ratings Rationale

SUMMARY RATING RATIONALE: The Ba2 rating and stable outlook
reflect SMHS's continued good debt coverage ratios for a Ba rated
credit and Moody's expectation that SMHS's operating performance
will improve after a modest year in fiscal year (FY) 2011. SMHS
continues to operate in a somewhat challenged service area with
local competition.

STRENGTHS

* Good Moody's adjusted debt coverage ratios for a Ba rated
credit with 156% cash-to-debt, 10.5% debt-to-operating revenue,
2.6 times debt-to-cash flow, and 2.6 times maximum annual debt
service (MADS) coverage based on FY 2011 results.

* Conservative balance sheet management with all debt in fixed
rate mode and approximately 97% of unrestricted cash and
investments in cash and fixed income securities.

* No significant physician competition in the area.

* SMH (and SMH's in-town competitor, Waterbury Hospital) is in
the process of forming a Joint Venture with for-profit LHP
Hospital Group. SMHS management expects the Joint Venture
transaction to be completed by the end of calendar year 2012,
which is expected to result in the defeasance of SMH's rated
revenue bonds.

CHALLENGES

* Track record of variable operating margins in recent years,
with modest results in FY 2011 (2.8% operating cash flow margin).
Management notes that margins in FY 2011 were down largely due to
an unfavorable one-time malpractice expense item.

* Relatively weak demographics in Waterbury, CT and a challenging
payer mix with Medicaid representing a high 23.4% of gross
revenues in FY 2011 (all ratings median is 12.5%).

* Multiple years of under-investment in SMH's physical plant.
SMHS's capital spending level averaged 0.8 times between FY 2005
and FY 2011. Management believes both SMH and Waterbury Hospital
need considerable capital upgrade or replacement.

* SMHS has significant debt equivalents with operating leases and
an underfunded frozen defined benefit church pension plan. SMHS's
defined benefit pension plan was a very low 41% funded compared to
a pension benefit obligation of $125 million at fiscal year end
(FYE) 2011.

Outlook

The stable outlook reflects SMHS's continued good debt coverage
ratios for a Ba rated credit and Moody's expectation that SMHS's
operating performance will improve after a modest year in FY 2011.

WHAT COULD MAKE THE RATING GO UP

Sustained growth in profitable inpatient and outpatient volumes;
consistently elevated cash flow generation and improved operating
margins; maintenance of good debt coverage ratios; stronger
balance sheet ratios

WHAT COULD MAKE THE RATING GO DOWN

Sustained weak operating margins; weaker debt coverage ratios;
material market share loss; weaker balance sheet ratios;
unexpected material increase in debt without commensurate increase
in cash and cash flow generation

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


SEALY CORP: Nine Directors Elected at Annual Meeting
----------------------------------------------------
Sealy Corporation held its annual meeting of stockholders on
April 18, 2012.  The directors elected at the meeting were:

   -- Simon E. Brown;
   -- Deborah G. Ellinger;
   -- James W. Johnston;
   -- Gary E. Morin;
   -- Dean B. Nelson;
   -- Paul J. Norris;
   -- John B. Replogle;
   -- Richard W. Roedel; and
   -- Lawrence J. Rogers.

The stockholders ratified the appointment of Deloitte & Touche LLP
as the Company's independent registered public accounting firm for
the fiscal year ending Dec. 2, 2012.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

The Company's balance sheet at Feb. 26, 2012, showed
$936.26 million in total assets, $999.50 million in total
liabilities, and a $63.24 million total stockholders' deficit.

                           *     *      *

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SNOQUALMIE ENTERTAINMENT: Moody's Lift Corp Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service raised Snoqualmie Entertainment
Authority's Corporate Family Rating (CFR) and its senior secured
bond ratings to B3 from Caa1. Moody's also revised the Probability
of Default Rating (PDR) to B2 from Caa1. The rating outlook is
stable.

The upgrade reflects Snoqualmie's improved credit metrics as a
result of better operating performance and Moody's expectation
that stabilized market conditions should help Snoqualmie sustain
its credit metrics at current levels. "The rating upgrade also
acknowledges the Authority's relatively conservative financial
policy with respect to tribal distributions -- the latest example
being the repayment of the casino's FF&E loan facility in advance
of its maturity rather than making a large distribution as
permitted by the bond indenture," commented Moody's analyst John
Zhao.

The revision of the PDR to B2 -- one notch above the Corporate
Family Rating -- reflects a change in the company's expected
recovery rate to 35% from 50%, in accordance with Moody's Loss
Given Default Methodology, based on the shift in Snoqualmie's debt
structure to a bond-only construct after the previously
outstanding equipment loan was paid off.

Ratings upgraded:

Corporate Family Rating to B3 from Caa1

Probability of Default Rating to B2 from Caa1

$130 million floating rate senior notes due 2014 to B3 (LGD4, 60%)
from Caa1 (LGD3, 43%)

$200 million 9.125% senior notes due 2015 to B3 (LGD4, 60%) from
Caa1 (LGD3, 43%)

Ratings Rationale

Snoqualmie's B3 Corporate Family Rating considers its small size,
single asset profile (all of the Authority's cash flow is derived
from one casino facility) and high leverage. Debt/EBITDA
(incorporating Moody's analytical adjustments including any
material debt obligations at the Tribe and adjusted for tribal
distributions) for the 12-month period ended December 31, 2011 was
just below 6.0 times, a level Moody's considers high given
Snoqualmie's single asset profile. Additionally, Snoqualmie's
primary market remains intensely competitive, and has historically
exhibited earnings volatility due to inclement weather. The
ratings also consider the Authority's history of significant
turnover at the senior management level, as well all other credit
risks that are common to Native American gaming issuers, including
uncertainty as to enforceability of lenders' claims in bankruptcy
or liquidation.

Positive rating consideration is given to Snoqualmie's good
liquidity profile, supported by Moody's expectations that the
Authority will continue to generate positive free cash flow and
retain a conservative distribution policy over the next 12-18
months. Moody's ratings also incorporates the Snoqualmie Casino's
favorable location, its competitive advantage as the newest casino
in the region and strong demographics in its primary Seattle
market.

The stable outlook anticipates that Snoqualmie will maintain
Debt/EBITDA (adjusted for tribal distributions) below 6.0 times
and at least adequate liquidity in the intermediate term. The
rating outlook also assumes that the Authority will not deviate
materially from its current financial policy, nor implement casino
or tribal initiatives/plans that would impair the casino's credit
profile meaningfully.

A rating upgrade is unlikely in the near term. Over time, positive
rating pressure could develop if the company were to (1) improve
and sustain debt to EBITDA (adjusted for tribal distributions) to
below 5.0 times, (2) demonstrate stability at the management
level, and (3) maintain at least an adequate liquidity profile.

Ratings could be downgraded if operating performance or liquidity
deteriorated for any reason. Additionally, if debt/EBITDA
(adjusted for tribal distributions) rises above 6.5 times, there
could be negative pressure on the ratings or rating outlook.

The principal methodologies used in this rating were Global Gaming
published in December 2009, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Snoqualmie is an unincorporated instrumentality of the Snoqualmie
Indian Tribe, formed in September 2006 to develop and operate all
gaming and related businesses of the Tribe, including Snoqualmie
Casino. Snoqualmie Casino is located 26 miles east of downtown
Seattle, Washington.


SPRINT NEXTEL: Incurs $863 Million Net Loss in First Quarter
------------------------------------------------------------
Sprint Nextel Corp. reported a net loss of $863 million on
$8.73 billion of net operating revenues for the quarter ended
March 31, 2012, compared with a net loss of $439 million on
$8.31 billion of net operating revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2012, showed
$50.61 billion in total assets, $40.02 billion in total
liabilities, and $10.59 billion in total shareholders' equity.

"The continuing revenue growth on the Sprint platform, which
represents the future of our company, driven by record ARPU
improvement and strong net subscriber growth, contributed to our
Adjusted OIBDA* performance of $1.2 billion," said Dan Hesse,
Sprint CEO.  "The value and simplicity of our unlimited data, talk
and text plans, combined with an unsurpassed customer experience
and our increasingly robust device portfolio make for a strong
combination."

A copy of the press release is available for free at:

                        http://is.gd/Ae3NTb

                       About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

                          *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes. The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire. All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

Fitch Ratings has assigned ratings to Sprint's $2 billion notes
offering.  This includes a 'BB/RR2' rating to the junior
guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the
unsecured senior notes due 2017.


SS&C TECHNOLOGIES: Moody's Assigns 'Ba3' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned to SS&C Technologies, Inc. a
Ba3 Corporate Family Rating (CFR) and a B1 probability of default
rating, and Ba3 ratings to the senior secured credit facilities at
SS&C and its indirect wholly-owned subsidiary, SS&C Technologies
Holdings Europe S.a.r.l. (SS&C Sarl). The outlook for the ratings
is stable.

The credit facilities are being raised in conjunction with SS&C's
pending acquisition of GlobeOp Financial Services S.A. for
approximately $949 million. SS&C will use the net proceeds from
the new credit facilities, cash on hand, and a draw under a $142
million bridge loan to finance the acquisition of GlobeOp and
refinance its existing indebtedness, including the incremental
borrowings to complete the previously announced acquisition of
Portia for about $170 million.

Moody's has assigned the following ratings:

  Issuer: SS&C Technologies, Inc.

     Corporate Family Rating -- Ba3

     Probability of Default Rating -- B1

     Speculative Grade Liquidity Rating -- SGL-1

  Issuer: SS&C Technologies, Inc.

    $100 million Senior Secured Revolving Credit Facility due
    2018, Assigned Ba3, LGD 3, 34%

    $725 million Senior Secured Term Loan B-1 due 2019, Assigned
    Ba3, LGD 3, 34%

  Issuer: SS&C Technologies Holdings Europe S.a.r.l.

    $300 million Senior Secured Term Loan A due 2018, Assigned
    Ba3, LGD 3, 34%

    $100 million Senior Secured Term Loan B-2 due 2019, Assigned
    Ba3, LGD 3, 34%

Outlook Action:

  Issuer: SS&C Technologies, Inc.

      Outlook: Stable

Ratings Rationale

The acquisitions of GlobeOp and Portia will enhance SS&C's
operating scale in a fragmented industry. The combination of
SS&C's hedge funds administration services with GlobeOp's hedge
funds-focused business outsourcing services will create the third
largest hedge fund administrator measured by funds under
management. SS&C's Ba3 rating is supported by the large recurring
revenues (approximately 88% of combined revenues) and very good
levels of prospective free cash flow of about 11% to 13% of total
adjusted debt, mainly driven by the high pro forma EBITDA margins
of about 38% (Moody's adjusted, incorporating standard analytical
adjustments), excluding the benefits of $25 million of targeted
cost synergies.

Moody's notes the long-term strategic benefits of the two
acquisitions to SS&C's credit profile, including the high
likelihood of realizing targeted cost savings and potential
revenue opportunities from cross-selling the products and services
to a larger customer base. However, in the interim, the Ba3 rating
incorporates the risks of integrating two large acquisitions
contemporaneously and SS&C's high leverage of approximately 5.2x
(Moody's adjusted, excluding synergies) as a result of the two
debt financed acquisitions. The risks are partially mitigated by
SS&C's very good liquidity, its prospective capacity to delever,
and management's commitment to apply the Company's sizeable free
cash flow to reduce debt and target a 3.0x total debt-to-EBITDA
leverage in the longer term.

The stable ratings outlook reflects Moody's expectations that
SS&C's leverage will decline to less than 4.0x by the end of 2013
from a combination of EBITDA growth and debt reduction and that
the Company should generate free cash flow in excess of 10% of
total debt.

The SGL-1 liquidity rating reflects SS&C's very good liquidity
comprising its cash balances, projected free cash flow of
approximately $120 to $130 million, and access to funds under the
new $100 million revolving credit facility.

Moody's notes that the $725 million of term loans and $100 million
of revolving loans at SS&C will benefit from the guarantees from
SS&C's domestic subsidiaries but will not receive an upstream
guarantee from SS&C Sarl. However, Moody's believes that pursuant
to the Re-Allocation Agreement among lenders, which requires
lenders to exchange participation in the event of a default such
that the lenders hold proportionate amounts of debt at both SS&C
and SS&C Sarl, effectively equalizes expected recoveries for
tranches across jurisdictions in a potential bankruptcy.
Accordingly, Moody's has rated the facilities at both entities on
par despite the differences in guarantees to the loans outstanding
at the two entities.

Given SS&C's high leverage and the risks of integrating two
acquisitions a ratings upgrade is unlikely in the next 12 to 18
months. Moody's could raise SS&C's ratings if the Company
demonstrates commitment to reduce leverage and pursues balanced
fiscal policies. In addition, SS&C's ratings could be upgraded if
the Company maintains organic revenue and EBITDA growth, free cash
flow-to-debt exceeds 10% and it could sustain total debt-to-EBITDA
leverage below 3.5x.

Conversely, Moody's could downgrade SS&C's ratings if challenges
in integrating the acquisitions, weak business execution or
increasing competition results in weak free cash flow generation
and SS&C is unable to reduce total debt-to-EBITDA leverage below
4.5x by the end of 2013. Additionally, fiscal policies that
prioritize shareholder returns and delay the anticipated
deleveraging could trigger a ratings downgrade.

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

Headquartered in Windsor, CT, SS&C provides software products and
software-enabled services mainly to customers in the institutional
asset management, alternative asset management, alternative
investment management and financial institutions vertical markets.
SS&C reported $371 million in annual revenue in 2011.


STEPHEN WEST: US Trustee Has More Time to Respond to Case Closing
-----------------------------------------------------------------
Bankruptcy Judge Paul Mannes signed of a Stipulation and Consent
Order between Stephen Allen West, Jr., and the United States
Trustee for Region 4 further extending to Aug. 31, 2012, the time
within which the U.S. Trustee may file any objection or other
responsive pleading that he may have to the Debtor's Motion for an
Order Administratively Closing Case Subject to Reopening for Entry
of Discharge.  The parties, however, have not agreed to extend the
time within which any creditor or any other party in interest may
object to the Motion.  A copy of the Stipulation and Consent Order
dated April 25 is available at http://is.gd/SjojwYfrom
Leagle.com.

Stephen Allen West, Jr., in King George, Virginia, filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case No. 08-19180) on July
15, 2008, estimating $10 million to $50 million in assets and $50
million to $100 million in debts.  Counsel to the Debtor is Mary
Joanne Dowd, Esq., at Arent Fox LLP.


TALON THERAPEUTICS: Former Medarex CEO H. Pien Named to Board
-------------------------------------------------------------
The Board of Directors of Talon Therapeutics, Inc., appointed
Howard H. Pien as a director of the Company.  As a non-employee
director of the Company, Mr. Pien will receive the standard
compensation applicable to the Company's non-employee directors.

Mr. Pien, age 54, served as President and Chief Executive Officer
of Medarex, Inc., a biotechnology company, from June 2007 until
Medarex's acquisition by Bristol-Myers Squibb in September 2009.
Prior to that, Mr. Pien served as the President and Chief
Executive Officer and a director of Chiron Corporation from April
2003 until Chiron's acquisition by Novartis in April 2006.  Mr.
Pien joined Chiron from GlaxoSmithKline, where he had
responsibility as President, Pharmaceuticals International from
December 2000 to March 2003.  Mr. Pien previously held key
positions in SmithKline Beecham's pharmaceuticals business in
North America, the United Kingdom, and North Asia, culminating in
his tenure as President, Worldwide Pharmaceuticals.  Prior to
joining SmithKline Beecham, Mr. Pien worked for Abbott
Laboratories for six years and for Merck & Co. for five years, in
positions of sales, marketing research, licensing and product
management.  Mr. Pien currently serves as a director of ViroPharma
Incorporated, Vanda Pharmaceuticals, Inc., and ImmunoGen, Inc.,
each a publicly-traded biotechnology company.  He also serves as a
director of Ikaria, a privately-held life sciences company, and as
an advisor to Warburg Pincus, a private equity firm.  Mr. Pien
holds a B.S. degree from the Massachusetts Institute of Technology
and an M.B.A. from Carnegie-Mellon University.  There are no
family relationships between Mr. Pien and any other member of the
Board or any executive officer of the Company.

Andrew Ferrer resigned from the Board on April 20, 2012.

Pursuant to the terms of the Investment Agreement dated June 7,
2010, entered into among the Company and Warburg Pincus Private
Equity X, L.P., and Warburg Pincus X Partners, L.P., Warburg
Pincus has the right to designate five of nine members of the
Board.  Warburg Pincus previously designated Cecilia Gonzalo,
Jonathan Leff, Robert J. Spiegel, and Mr. Ferrer for appointment.
Following the appointment of Mr. Pien, who was designated for
appointment by Warburg Pincus, and the resignation of Mr. Ferrer,
Warburg Pincus has the right to designate one additional person
for appointment to the Board.

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.48 million
in total assets, $30.86 million in total liabilities, $30.64
million in redeemable convertible preferred stock, and a $59.02
million total stockholders' deficit.

The Company does not generate significant recurring revenue and
has incurred significant net losses in each year since its
inception.  The Company expects to incur substantial losses and
negative cash flow from operations for the foreseeable future, and
the Company may never achieve or maintain profitability.

For the year ended Dec. 31, 2011, BDO USA, LLP, in San Jose,
California, noted that the Company has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.


TELKONET INC: Incurs $1.9 Million Net Loss in 2011
--------------------------------------------------
Telkonet, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.90 million on $11.18 million of total revenues in 2011,
compared with a net loss of $2.17 million on $10.96 million of
total revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$13.19 million in total assets, $4.58 million in total
liabilities, $2.36 million in total redeemable preferred stock,
and $6.24 million in total stockholders' equity.

For 2011, Baker Tilly Virchow Krause, LLP, in Milwaukee,
Wisconsin, noted that the Company continues to incur significant
operating losses, has an accumulated deficit of $118.34 million
and has a working capital deficiency of $775,000 that raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/bwr5bU

                    Amendments to Prior Reports

The Company filed amendments to its quarterly reports for the
period ended March 31, 2011, June 30, 2011, and Sept. 30, 2011.

The Company's management has recommended, and its Audit Committee
has concluded, that the Company's audited consolidated financial
statements for the year ended Dec. 31, 2010, as well as the
unaudited interim condensed consolidated financial statements for
2011 and 2010 included in its quarterly reports on Form 10-Q for
the quarters ended March 31, 2011, June 30, 2011, and Sept. 30,
2011, needed to be restated as a result of certain adjustments and
therefore could no longer be relied upon.

The management has determined that:

   * The Company had understated accrued sales tax, penalties,
     interest and related expenses.

   * Incorrect application of Accounting Standards Codification
    (ASC) 450, Accounting for Contingencies, resulted in an
     understatement of accrued warranty and related expenses.

   * Incorrect application of ASC 840, Accounting for Leases,
     resulted in an understatement of deferred lease liability and
     related rent expense.

   * Errors related to improper recording of depreciation expense
     and related understatement of accumulated depreciation.

   * Errors related to improper recording of various accrued
     liabilities and expenses, as well as other current
     liabilities resulting in a net understatement of such
     liabilities and related expenses.

   * Additionally, certain reclassifications have been made to
     previously reported unaudited condensed consolidated
     financial statements.

A copy of the March 31 Form 10/A is available for free at:

                         http://is.gd/oD2WYf

A copy of the June 30 Form 10-Q/A is available for free at:

                         http://is.gd/355aXK

A copy of the September 30 Form 10Q/A is available for free at:

                         http://is.gd/T7TP2Y

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.


THREE SEAS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Three Seas Trust
        3481 E Sunset Road, Suite 100
        Las Vegas, NV 89120

Bankruptcy Case No.: 12-14710

Chapter 11 Petition Date: April 22, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Peter C. Nuttall, Esq.
                  SECOND CHANCE LAW GROUP
                  3481 E. Sunset Road, Suite 108
                  Las Vegas, NV 89120
                  Tel: (702) 789-9941
                  Fax: (702) 750-1701
                  E-mail: nutlaw@gmail.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Constance E. Charles, trustee.


TINKOFF.CREDIT SYSTEMS: Moody's Issues Summary Credit Opinion
-------------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Tinkoff.Credit Systems and includes certain regulatory disclosures
regarding its ratings.  The release does not constitute any change
in Moody's ratings or rating rationale for Tinkoff.Credit Systems.

Moody's current ratings on Tinkoff.Credit Systems are :

Senior Unsecured (domestic currency) ratings of B2

Long Term Bank Deposits (domestic and foreign currency) ratings of
B2

Bank Financial Strength ratings of E+

Short Term Bank Deposits (domestic and foreign currency) ratings
of NP

BACKED Senior Unsecured (domestic and foreign currency) ratings of
B2

Ratings Rationale

Moody's assigns a standalone bank financial strength rating of E+
to Tinkoff.Credit Systems (TCS), which maps to b2 on the long-term
scale. The rating reflects TCS's niche position within the Russian
credit card market, and the bank's monoline nature of operations
which renders it vulnerable to adverse changes both in the
competitive landscape and in the regulatory framework for consumer
finance.

TCS's business model is being challenged by declining interest
rates and intensifying competition in the credit card segment -
credit cards are its only lending product - whilst the high
reliance on wholesale funding renders TCS's business profile
potentially vulnerable to restrictions on access to capital
markets. More positively, the rating reflects (i) TCS's clear
strategy of achieving rapid loan book growth and a higher market
share (combined with a professional and motivated management
team); (ii) sound operating performance stemming from a wide net
interest margin (NIM); and (iii) a favourable payment calendar
that will positively affect liquidity in the short to medium term.

TCS's B2/Not Prime global local-currency (GLC) deposit ratings are
based on its standalone credit strength, and do not incorporate
any element of support either from the Russian government or from
TCS's shareholders.

Rating Outlook

The E+ standalone BFSR and B2 long-term deposit ratings carry a
stable outlook.

What Could Change the Rating - Up

The E+ standalone bank financial strength rating does not have
material upside potential in the short to medium term. However,
any possible upgrade of TCS's B2 long-term GLC ratings will be
contingent on its ability to withstand intensifying competition
and to grow its market share without assuming higher risks.
Further enhancement in TCS's funding base and sound profitability
would be prerequisites for a higher deposit rating.

What Could Change the Rating - Down

TCS's B2 long-term deposit ratings and E+ standalone bank
financial strength rating might be adversely affected in the event
of (i) the deterioration of its financial performance; or (ii) a
decline in business volumes and deterioration of its liquidity
profile, resulting from restricted access to capital markets.

The methodologies used in this rating were Bank Financial Strength
Ratings: Global Methodology published in February 2007, and
Incorporation of Joint-Default Analysis into Moody's Bank Ratings:
Global Methodology published in March 2012.


TRAFFIC CONTROL: Meeting to Form Creditors' Panel on May 1
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on May 1, 2012, at 10:30 a.m. in
the bankruptcy case of Traffic Control & Safety Corp., et al.  The
meeting will be held at:

   The Hotel DuPont
   11th & King Streets
   Wilmington, DE 19801

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 Traffic Control and Safety Corp.

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.


TRIDENT MICROSYSTEMS: Union Square Authorized to Sell MEMC Patents
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Trident Microsystems, Inc., et al., to expand the scope of
employment of Union Square Advisors LLC.

In accordance with the terms of the Additional Engagement Letter,
Union Square will act on the Company's behalf in exploring the
sale of the Company's MEMC Patents as part of the financial
advisory services.

The Court also ordered that in the event of a sale of the MEMC
patents, the sale transaction fee payable to Union Square will
comprise a cash fee equal to the greater of (i) $150,000; or (ii)
1.8% of the aggregate value of the MEMC patents.

Union Square is also granted a limited waiver of the information-
keeping requirements of Local rule 2016-2 to permit the firm to
keep professional time records in half-hour increments.

As reported in the Troubled Company Reporter on Feb. 13, 2012, the
Court authorized the employment of Union Square as the Debtors'
investment banker, nunc pro tunc to the Petition Date.

Union Square will be compensated in accordance with the Engagement
Letter and the Court order.  Union Square will apply for
compensation and reimbursement of expenses in accordance with the
procedures set forth in any applicable fee and expenses guidelines
and orders of the Bankruptcy Court, any other applicable
requirements or guidelines governing interim and final fee
applications in the Debtors' Chapter 11 proceedings, including the
U.S. Trustee guidelines, the Bankruptcy Code, the Bankruptcy Rules
and the Local Rules.

As reported in the TCR on Jan. 19, 2012, Union Square Advisors
will charge these fees: a $75,000 monthly fee and a sale
transaction fee ranging from the greater of $1.5 million to
$2 million or 1.8% of the aggregate value of the sale transaction.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TURKPOWER CORP: Incurs $13.6 Million Net Loss in Feb. 29 Quarter
----------------------------------------------------------------
Turkpower Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.65 million for the three months ended Feb. 29, 2012,
compared with a net loss of $545,973 for the three months ended
Feb. 28, 2011.

The Company reported a net loss of $19.32 million for the nine
months ended Feb. 29, 2012, compared with a net loss of $1.44
million for the nine months ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $709,783 in
total assets, $7.06 million in total liabilities and a $6.35
million total stockholders' deficit.

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

                         http://is.gd/TOoOeV

                     About TurkPower Corporation

New York-based TurkPower Corporation (formerly Global Ink Supply
Co.) was incorporated on Nov. 4, 2004, in Delaware.  On May 11,
2010, Global Ink Supply Co. changed its name to TurkPower
Corporation.

On Dec. 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.

The Company reported a net loss of $5.86 million on $64,308 of
revenue for the year ended May 31, 2011, compared with a net loss
of $511,149 on $215,050 of revenue during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $11.86
million in total assets, $5.36 million in total liabilities and
$6.49 million in total stockholders' equity.

For fiscal 2011, MaloneBailey LLP, in Houston, Texas, noted that
the Company has incurred losses from operations and has a working
capital deficit as of May 31, 2011, which raises substantial doubt
about its ability to continue as a going concern.


UNI-PIXEL INC: To Discuss First Quarter Results on May 11
---------------------------------------------------------
UniPixel, Inc., will hold a conference call on Friday, May 11,
2012, at 11:00 a.m. Eastern time to discuss the first quarter
ended March 31, 2012.

UniPixel President and CEO Reed Killion and CFO Jeff Tomz will
host the presentation, followed by a question and answer period.

     Date: Friday, May 11, 2012
     Time: 11:00 a.m. Eastern time (8:00 a.m. Pacific time)
     Dial-In Number: 1-877-941-1427
     International: 1-480-629-9664
     Conference ID#: 4534080

The conference call will be broadcast simultaneously and available
for replay via the Investors section of the company's Web site at
http://www.unipixel.com/or by clicking here.

Please call the conference telephone number 5-10 minutes prior to
the start time.  An operator will register your name and
organization.  If you have any difficulty connecting with the
conference call, please contact Liolios Group at 1-949-574-3860.

A replay of the call will be available after 2:00 p.m. Eastern
time on the same day and until June 11, 2012:

   Toll-free replay number: 1-877-870-5176
   International replay number: 1-858-384-5517
   Replay pin number: 4534080

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 and a
net loss of $3.82 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $8.38 million
in total assets, $87,468 in total liabilities and $8.30 million in
total shareholders' equity.


UNISYS CORP: Swings to $13.4 Million Net Income in First Quarter
----------------------------------------------------------------
Unisys Corporation reported net income attributable to common
shareholders of $13.40 million on $928.40 million of revenue for
the three months ended March 31, 2012, compared with a net loss
attributable to common shareholders of $40.80 million on
$911.20 million of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $2.45
billion in total assets, $3.69 billion in total liabilities and a
$1.24 billion total deficit.

"We are pleased to report both increased profits and higher
revenue in the first quarter," said Unisys Chairman and CEO Ed
Coleman.  "We have grown revenue year over year for two of the
last three quarters despite softness in our U.S. Federal
government business.  We also retired an additional $66 million of
debt during the quarter.  Since September 2010, we have reduced
our debt by more than $540 million, or nearly two thirds, and cut
annualized interest expense by $69 million.  We are focused on
continuing our progress in 2012 as we work toward achieving our
strategic and financial objectives."

A copy of the press release is available for free at:

                        http://is.gd/PLkrr4

                        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.

                           *     *     *

In April 2012, Moody's Investors Service affirmed Unisys Corp.'s
debt ratings, including the corporate family rating of B1, senior
secured of Ba1, and senior unsecured of B2. Moody's has revised
the ratings outlook to stable from positive, to reflect Unisys'
much higher pension funding requirement, which will strain free
cash flow and is likely to keep credit metrics consistent with the
B1 rating level.

The change in outlook reflects Moody's view that free cash flow
(FCF), although still positive, will be strained due to Unisys'
expected contribution to its US and international pensions, which
will increase to approximately $241 million in 2012.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Unisys
until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level
sufficient to warrant renewed coverage.


URBAN LANDMARK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Urban Landmark Corporation
        dba Kent Valley Ice Centre
        6015 S 240th St.
        Kent, WA 98032

Bankruptcy Case No.: 12-14189

Chapter 11 Petition Date: April 24, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Martin E. Snodgrass, Esq.
                  SNODGRASS & WARREN
                  3302 Oakes Ave.
                  Everett, WA 98201
                  Tel: (425) 783-0797
                  E-mail: mes@snodgrasslaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Lexi Doner, president.


VICSURA HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vicsura Holdings, LLC.
        dba Westcliffe Realty, LLC.
        P.O. Box 580
        Bowie, MD 20718

Bankruptcy Case No.: 12-17638

Chapter 11 Petition Date: April 23, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Theodore N. Nkwenti, Esq.
                  LAW OFFICES OF THEODORE NKWENTI, LLC
                  11249-B Lockwood Drive
                  Silver Spring, MD 20901
                  Tel: (301) 681 0361
                  E-mail: bklawcenter@aol.com

Scheduled Assets: $71,000

Scheduled Liabilities: $1,924,156

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mdb12-17638.pdf

The petition was signed by Veronica Banwo, owner.


WASTE2ENERGY HOLDINGS: Auction Canceled for Lack of Bidder
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when the trustee for Waste2Energy Holdings Inc.
set up an auction to sell the business for at least $1 million,
there wasn't an offer.  The auction that had been scheduled for
April 24 was canceled because there still isn't an acceptable
offer.

                    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.

There is a motion yet to be argued in bankruptcy court for
dismissal of the case or conversion to a liquidation in
Chapter 7.


WJO INC: Has Access to Lender's Cash Collateral Until May 4
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
signed a thirteenth stipulation and agreed interim order
authorizing WJO, Inc., to use cash collateral until May 4, 2012,
at 5:00 p.m. ET.

Tristate Capital Bank asserts that it holds valid, enforceable,
and allowable claims against Debtor: (i) under the Revolving
Credit Facility, of unpaid principal in the amount of $3.1 million
(ii) under the Term Loan, of unpaid principal in the amoumt of
$820,000; together with any other obligations of the Debtor to the
lender to the extent provided under the Loan Documents, including
without limitation interest, reasonable costs, attorneys' fees,
and any and all other amounts owing under the Loan Documents
prepetition and to the extent permitted by the Bankruptcy Code and
applicable law.

The Debtor would use the cash collateral to fund its business
operations.  The Debtor will be permitted to exceed expenses, on a
monthly basis, in the budget by an amount not to exceed either (a)
5% of total expenses; or (b) 5% with respect to each individual
line item set forth in the budget.

As adequate protection from diminution in value of the lender's
collateral, the Debtor will grant the lender replacement liens and
security interests in and upon all of the properties and assets of
the Debtor; and a superpriority administrative expense claim
status.

The Court also ordered that no cash collateral will be used for
the payment or reimbursement of any fees or disbursements of any
of the Debtor's professionals.

                          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: Committee Says Amended Plan Outline Still Not Feasible
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of WJO, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania its objection to the approval of
the Debtor's First Amended Disclosure Statement explaining the
proposed Chapter 11 Plan.

According to the Committee, despite retaining new counsel, the
Debtor's second shot at formulating a disclosure statement and
Plan is no less offensive than the first.  The original disclosure
statement and the original plan, as the Committee argued, fell
dismally short of anything that can be approved by the Court and
were essentially for the benefit of the Debtor's current owner and
CEO, Dr. O'Brien.  Unfortunately, little has changed.

The Committee notes that the Amended Disclosure Statement still
violates the absolute priority rule unfairly and impermissibly
shifting the substantial risk of failure of the Amended Plan
(premised on unclear or insufficient business modifications) from
the Debtor's owner onto general unsecured creditors, and stringing
along unsecured creditors for what appears to be an unbelievable
$58,8371 over 16 years (200 monthly payments) on account of
$1,176,510 in general unsecured claims, and apparently without
interest, all while Dr. O'Brien again retains his equity interest
in the Debtor.  Notwithstanding the Debtor's Liquidation Analysis,
a full recovery for unsecured creditors only after a 16-year delay
without interest pales in comparison to what unsecured creditors
would likely get in a chapter 7 liquidating case, or in a sale of
the Debtor's business, accounts receivable or other assets under
an alternative plan or other transaction.

According to the Disclosure Statement, the source of Plan
distributions under the Plan will be the cash flows of the
Reorganized Debtors.

A full-text copy of the First Amended Plan is available for free
at http://bankrupt.com/misc/WJO_INC_ds_1stamended.pdf

                          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.


* Moody's Says Defaults Up for 2nd Straight Qtr., Forecast at 3.3%
------------------------------------------------------------------
Defaults of U.S. companies were elevated for a second consecutive
quarter, but Moody's default rate forecast remains benign as low-
rated companies continue to tap the capital markets and high-yield
spreads remain tighter than they were last fall, says Moody's
Investors Service in its latest US Corporate Default Monitor
examining the first quarter of 2012.

"Most of the defaults in the first quarter occurred in March, but
it is not clear that this spike is the start of a trend," said
Lenny Ajzenman, a Moody's senior vice president and author of the
report.  "Corporate liquidity remains strong and speculative-grade
companies have been able to access funding at reasonable cost."

There were 15 defaults representing about $7 billion of debt of
rated US non-financial corporate families in the first quarter of
2012 compared to 16 in the previous quarter and only 7 in the
year-ago quarter, says Moody's.  The defaults spanned numerous
sectors including gaming, business and consumer services and
media.

The largest defaulters, accounting for more than half of all debt
defaults in the first quarter, included imaging technology company
Eastman Kodak, which filed for Chapter 11 bankruptcy with about
$1.5 billion in debt; aircraft manufacturer Hawker Beechcraft,
which defaulted on nearly $1.5 billion due to a missed interest
payment; and the distressed exchange by casino operator Mohegan
Tribal Gaming Authority which involved more than $750 million of
debt.

Despite the increase, Moody's default rate forecast remains
benign.  Moody's expects a US speculative-grade default rate of
3.3% by the end of 2012, well below the late-2009 peak above 14%
and the 4.6% average from 1992 to the present.  While the rate was
at 2.8% at the end of the first quarter, up from 1.9% at the end
of 2011, it remains unclear whether this is the start of a trend,
notes Moody's.

Liquidity-Stress Index readings at a low level of 4.2% in mid-
April, and their ability to access capital markets. Low-rated
companies such as Realogy Corp. (Caa2 stable), Energy Future
Holdings Corp. (Caa2 negative) and Rite Aid Corp. (Caa2 stable)
recently refinanced, signaling investor comfort with riskier
credits, says Moody's.

                         Bankruptcy Filings

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the uptick in defaults isn't showing up in statistics on
bankruptcy filings.  Indeed, the downward trend in bankruptcies
that began in early 2011 is the opposite of what's happening with
bond defaults.

The 122,000 bankruptcies of all types in March represented a 12.8%
decline from a year earlier.  In Chapter 11, where larger
companies reorganize or sell assets, the filings in March were
14.6% fewer than a year earlier.  Commercial bankruptcies of all
types were 20% below March 2011, according to data compiled from
court records by Epiq Systems Inc.


* Moody's Says US Credit Card Charge-Offs Dip Again in March
------------------------------------------------------------
US credit card charge-offs dropped slightly in March, as the
charge-off rate index fell three basis points below its February
level, to 4.94%, according to Moody's Credit Card Indices.

"The charge-off rate index is at its lowest point since the second
quarter of 2007, down by more than 55% from its 2010 peak," says
Jeffrey Hibbs, a Moody's Assistant Vice President and Analyst.

"Some originators have started loosening their underwriting
criteria, but so long as they don't add receivables from new
accounts to securitizations, the credit mix in trusts won't
deteriorate from current levels. Still, Moody's expects the steady
decline in the charge-off rate to come to an end, albeit
gradually, and find a floor of around 4% by early 2013."

The charge-off rate measures credit card account balances written
off as uncollectible as an annualized percentage of total
outstanding principal balance.

The delinquency rate index and the early stage delinquency rate
fell to respective record lows of 2.73% and 0.72% in March,
underscoring the exceptionally strong credit quality of
securitized credit card receivables today.

"And strong seasonal trends suggest that early-stage delinquencies
will continue to fall throughout the spring, setting the stage for
even lower overall delinquency rates further out," says Mr. Hibbs.

The delinquency rate measures the proportion of account balances
for which a monthly payment is more than 30 days late as a
percentage of total outstanding principal balance. The early-stage
delinquency rate measures the proportion of account balances for
which a monthly payment is 30 to 59 days late as a percentage of
total outstanding principal balance.

The payment rate index rebounded sharply from last month's
seasonal weakness and set a new all-time high at 22.11%. Over the
past three years, the payment rate index has grown by 570 basis
points, equal to a 35% increase in the proportion of trust
principal receivables repaid each month.

"Because of the growing return of principal, the purging of
charged-off receivables, and the fact that no new principal
receivables are entering the trusts, trust balances have declined
markedly since the onset of the credit crisis," says Hibbs.

The payment rate measures the average amount of principal that
cardholders repay each month, as a percentage of total outstanding
principal balance.

The yield index, and by extension, the excess spread index, also
rose in March. The yield index has declined steadily for several
quarters, but the excess spread index remains at a historically
high level, as the decline in charge-offs has countered the
contraction in yield.

"The contraction was due largely to the expiration of principal
discounting initiatives that had artificially boosted yields. Most
issuers have stopped discounting new receivables, although
discounted legacy receivables still add about 50 basis points to
the yield index, so this lift will fade over time," adds Hibbs.

"The excess spread index is still healthy and well above
historical norms; we expect it to remain near its current
historical high, as charge-offs continue to fall through the end
of the year."

Yield is the annualized percentage of income, primarily finance
charges and fees, collected during the month as a percentage of
total loans, while excess spread is a measure of the overall
performance of securitized pools of credit card receivables.

Moody's March Credit Card Indices report is entitled "Record
Strong Performance in March".


* Trustee Entitled to Turnover of Over-Encumbered Asset
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. District Judge in Wheeling, West Virginia,
ruled on April 23 that when property of an individual bankrupt has
more in tax liens than the property is worth, the bankruptcy
trustee nonetheless has the right to take possession of the
property and sell it for the benefit of the holder of the tax
lien.  The case, which involved an individual in Chapter 7
bankruptcy, is Sheenan v. Posin, 11-160, U.S. Bankruptcy Court,
Northern District of West Virginia (Wheeling).


* Housing Recovery May be Too Little, Too Late for Some
-------------------------------------------------------
Mara Lemos Stein at Dow Jones' Daily Bankruptcy Review reports
that for some home builders and building-materials companies, the
flickers of recovery in the housing market need to burn steadily
for them to stave off financial stress, analysts and investors
said.


* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
------------------------------------------------------
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: $34.95
Review by Henry Berry

Every few years, a new approach is offered for unleashing the full
potential of organized efforts.  These are the quick fixes to
which the title of this book refers.  The jargon of the quick fix
is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on.  These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a
corporation.

With his extensive experience as a corporate consultant, author of
numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation.  However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout the
corporation and is lasting.  At best, when a corporation relies on
an alluring, and sometimes little more than fashionable, idea, it
is a wasteful distraction.  At worst, it can skew a corporate
organization and its operations, thereby allowing the
corporation's true problems or weaknesses to grow until they
become ruinous.  As the author puts it, "Essentially, it is not
the single approach of culture, strategy, or restructuring that is
inherently ineffective.  Rather, each is ineffective only if it is
applied by itself -- as a "quick fix"."

Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective.  For a corporation to break
this self-defeating cycle, the author offers a five-track program.
The five tracks, or elements, of this program are corporate
culture, management skills, team-building, strategy-structure, and
reward system.  These elements are interrelated. The virtue of
Kilmann's multidimensional five-track program is that it addresses
a corporation in its entirety, not simply parts of it.

Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking.  Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track."  Kilmann does more,
though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements.  His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.

Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success.  The
book should be read by any corporate leader desiring to bring
change to his or her organization.

Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years.  For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business.  Additionally, he is president of a firm
specializing in quantum transformations.



                            *********

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, Ivy B. Magdadaro, 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
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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