TCR_Public/120530.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 30, 2012, Vol. 16, No. 149

                            Headlines

1000 CRESCENT: Files Schedules of Assets and Liabilities
17315 COLLINS: Can Hire ReisbergLaw as Counsel for Vacca Suit
17315 COLLINS: Has Interim Use of Cash Collateral Through June 30
17315 COLLINS: No Unsecured Creditors Committee Formed
17315 COLLINS: Wants Exclusive Filing Period Extended to Aug. 7

A.R.E. MACHINE: Case Summary & 20 Largest Unsecured Creditors
AIG INC: Fitch Affirms 'BB' Rating on EUR750MM Debentures Due 2038
ALEXANDER PROPERTIES: Bank Has Until June 13 to File Response
ALL SEASON'S: Case Summary & 20 Largest Unsecured Creditors
AMERIDA PREMIUM: Voluntary Chapter 11 Case Summary

ANDERSON HOMES: Preference Suit v. Supplier Survives Dismissal Bid
ARCAPITA BANK: Bahrain Bank Seeks U.S. Nod to Fund Lusail JV
BETSEY JOHNSON: Creditors' Panel Wants Hahn & Hessen as Counsel
BETSEY JOHNSON: Capstone Tapped to Review Going Concern Offers
BETSEY JOHNSON: Taps DJM Realty as Special Real Estate Advisor

BETSEY JOHNSON: Has Nod to Hire Donlin Recano as Claims Agent
BETSEY JOHNSON: Has OK to Hire Goulston & Storrs as Bankr. Counsel
BETSEY JOHNSON: Hires Togut Segal as Co-Counsel
BETSEY JOHNSON: Wants Richter Consulting as Financial Advisor
BERNARD L. MADOFF: Maxam Fund Seeks Dismissal of Picard Suit

BERNARD L. MADOFF: Govt. Sides With Trustee on Customer Claims
BERNARD L. MADOFF: SEC Advises High Court Not to Review Suits
BILTWOOD PROPERTIES: Bank Has Go-Signal to Commence Foreclosure
BRH CONSULTANTS: Files Schedules of Assets and Liabilities
BURBANK LANDING: Files Schedules of Assets and Liabilities

BURBANK LANDING: Court Approves James Herpin as Counsel
CARIBBEAN PETROLEUM: Intertek Claim Tossed by Judge
CATHEDRAL CITY: S&P Lowers Rating on Subordinate TABs to 'B'
CDK INC.: Voluntary Chapter 11 Case Summary
CENTURY MINING: Deutsche Terminates Forward Gold Purchase Deal

CHESTNUT LLC: Case Summary & 5 Largest Unsecured Creditors
CHURCH STREET: Court Approves $25-Million Sale to Lenders
CITY OF VALLEJO: Police Settles With 61-Year-Old Man for $4.15MM
CLOVIS ONE: Case Summary & 4 Largest Unsecured Creditors
COASTAL CONDOS: Voluntary Chapter 11 Case Summary

COUDERT BROTHERS: Lawyer's Unfinished Work Belongs to Old Firm
CST INDUSTRIES: S&P Withdraws 'CCC' Corp. Credit Rating at Request
DARUMA JAPANESE: Case Summary & 13 Largest Unsecured Creditors
DAY4 ENERGY: To Transfer Business to 094
DELPHI AUTOMOTIVE: S&P Says 'BB+' CCR Unaffected by FCI Unit Deal

DELTA AIR: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
DJA ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
EAGLE POINT: Court OKs Sussman Shank as Bankruptcy Attorneys
EAGLE POINT: Court Approves Gartland Nelson as Special Counsel
EAGLE ROCK: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable

EMERALD PERFORMANCE: S&P Rates Corp. Credit 'B'; Outlook Stable
FILENE'S BASEMENT: Judge May Get Mediator Amid Competing Plans
FIRST URANIUM: Asks Shareholders to Approve MWS and Ezulwini Sale
FORSYTH-KINGS RIVER: Case Summary & 5 Largest Unsecured Creditors
GOHRS PRINTING: Case Summary & 20 Largest Unsecured Creditors

GRUBB & ELLIS: BGC Files Debtor's Historical Financial Statements
HAWKER BEECHCRAFT: Committee Says Lenders' Liens Not All Valid
HOSTESS BRANDS: Works Out Potential Sale to Avoid Liquidation
HOUGHTON MIFFLIN: Files Motions to Employ Advisors
IMPERIAL CAPITAL: Bankruptcy Court Confirms Amended Ch. 11 Plan

JAMAL LEWIS: U.S. Trustee Seeks Case Dismissal or Conversion
JENSEN FARMS: Case Summary & 20 Largest Unsecured Creditors
JORDAN HOSPITAL: S&P Affirms 'BB-' Rating on $81-Mil. Bonds
M/I HOMES: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
M & E BROTHERS: Case Summary & 5 Largest Unsecured Creditors

MADISON 92: Hotel to Be Sold for $82MM Under Confirmed Plan
MARIANA RETIREMENT FUND: Removes 2006 Lawsuit to Bankr. Court
MARIANA RETIREMENT FUND: Files 6 Suits vs. Commonwealth Entities
MERIDIAN SHOPPING: Files Amended List of Largest Unsec. Creditors
MILLTOWN ROAD: Case Summary & 10 Largest Unsecured Creditors

MORGAN INDUSTRIES: Hearing on $1.4MM BofA DIP Loan Moved to June 1
MORGAN INDUSTRIES: Wins Approval to Hire Arent Fox as Counsel
MORGAN INDUSTRIES: Can Hire Katz Kane as Investment Banker
MORGAN INDUSTRIES: Lowenstein Sandler Represents 5-Member Panel
MORGAN INDUSTRIES: BofA Disputes Hiring of Real Estate Broker

NEBRASKA BOOK: Secures Exit Loan, Few Plan Objections
NINALITA MANAGEMENT: Case Summary & 4 Largest Unsecured Creditors
ON ASSIGNMENT: S&P Gives 'BB-' Corp. Credit Rating; Outlook Stable
OTTILIO PROPERTIES: Files List of 10 Largest Unsecured Creditors
PHILADELPHIA ORCHESTRA: Files Plan of Reorganization

PHILLIPS PLASTICS: S&P Keeps 'B' Rating on $215-Mil. Term Loan
PLATO LEARNING: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
RADLAX GATEWAY: Supreme Court Affirms Lender's Credit Bid Rights
RALPH ROBERTS: Case Summary & 5 Largest Unsecured Creditors
RASER TECHNOLOGIES: Banks Look to Take Short-Selling Suit Federal

SAVANNA ENERGY: S&P Lowers Rating on C$125MM Unsecured Debt to 'B'
SINO-FOREST: OSC Staff Commences Proceedings
SOCKET MOBILE: Receives Letter From NASDAQ Citing Non-Compliance
SP NEWSPRINT: Gets $5-Mil. Secrets Suit vs. Employees Stayed
SPA CHAKRA: Court Trims Lawsuit by Cornelia Resort Employees

STAR BUFFET: Sets July 12 Hearing on Full-Payment Plan
SYNAGRO TECHNOLOGIES: S&P Cuts Rating on $100M Revolver to 'CCC+'
TRIBUNE CO: Wants End Date for Avoidance Suits Extended to June 30
TRIBUNE CO: Says Allocation Disputes Ruling Should Stick
TRIBUNE CO: Has Deal Temporarily Allowing WTC's $24MM Claim

UH COLUMBUS: Case Summary & 16 Largest Unsecured Creditors
UNITED RETAIL: Versa Closing 96 Avenue Stores, 300 Still Running
UPTOWN DRUG: Case Summary & 20 Largest Unsecured Creditors
US SILICA: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
WASHINGTON MUTUAL: Still Want in on $10BB Deutsche Bank Suit

WEISMAN PROPERTY: Case Summary & 9 Largest Unsecured Creditors
WEST BROWARD: Voluntary Chapter 11 Case Summary
WOODBURY DEVELOPMENT: Court OKs Backenroth Frankel as Counsel
WORLDCOM INC: Law Firm Must Return Funds to Miss. State

* President Obama Signs Bill to Renew 29 Temporary Judges

* Ch. 7 Bankruptcy Trustee A. Byman Joins Hughes Watters
* Huron Consulting Adds Restructuring Expert from Harris Williams

* Proskauer Hires Dewey & LeBoeuf's London Bankruptcy Team
* Tygris Founder S. Armstrong to Head Great American's GA Capital

* Upcoming Meetings, Conferences and Seminars

                            *********

1000 CRESCENT: Files Schedules of Assets and Liabilities
--------------------------------------------------------
1000 Crescent LLC filed with the Bankruptcy Court for the Central
District of California its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property               $26,500,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $262,050,986
  E. Creditors Holding
     Unsecured Priority
     Claims                                             $9,693
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                            $37,388
                                 -----------      ------------
        TOTAL                    $26,500,000      $262,098,068

A full text copy of the company's Schedules is available free at
http://bankrupt.com/misc/1000_CRESCENT_sal.pdf

                      About 1000 Crescent

1000 Crescent LLC filed a bare-bones Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-11056) on Feb. 2, 2012.  The Debtor
estimated assets of up to $10 million and debts of only up to
$50,000.

Pacific Bluewood LLC, as sole member of the Company, signed a
document removing all incumbent members of the Company and
designating David J. Gottlieb of Crowe Horwath LLP as manager.
Mr. Gottlieb signed the Chapter 11 petition.  Lawyers from
Pachulski Stang Ziehl & Jones LLP represent the Debtor as counsel.

Affiliates that filed separate Chapter 11 petitions on Feb. 2 are
631 Mountain, LLC (Case No. 12-11058); 9521 Sunset, LLC (Case No.
12-11060); Lasky Properties, Inc. (Case No. 12-11063); Brownwood
Creek, LLC (Case No. 12-11064); Pacific Bluewood, LLC (Case No.
12-11065); Centered Dots, LLC (Case No. 12-11066); Atlantic
Shamrock, LLC (Case No. 12-11067) and Georges Marciano Holdings,
Inc. (Case No. 12-11068).

Judge Maureen Tighe presides over the Debtors' cases.

Court filings indicate that 1000 Crescent is affiliated with
Georges Marciano, the co-founder of the apparel company Guess?
Inc. and an investor in various companies and real estate
ventures.  Three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.  Mr. Gottlieb was
appointed as trustee in Mr. Marciano's involuntary bankruptcy.

The attorney for the Chapter 11 Trustee in the bankruptcy case of
1000 Crescent, LLC has submitted a notice to inform of its change
of address.


17315 COLLINS: Can Hire ReisbergLaw as Counsel for Vacca Suit
-------------------------------------------------------------
The U.S. Bankruptcy Court authorized 17315 Collins Avenue, LLC, to
employ Barbara J. Riesberg and the law firm of RiesbergLaw as
special litigation counsel, nunc pro tunc to the Petition Date.

The Debtor was party to a litigation with Davide Vacca, a former
unit owner, before the Circuit Court of the 11th Judicial Circuit
in and for Miami-Dade County, Florida, Case No. 08-56988.  On May
27, 2011, final judgment was entered in the State Court Action in
favor of Vacca in the total amount of $120,112.  On July 15, 2011,
the Debtor filed a notice of appeal with respect to the State
Court Action, which is currently pending before the Third District
Court of Appeals.

The Debtor selected RiesbergLaw as special litigation counsel in
connection with the Appeal and any litigation that may ensue.  The
firm has represented the Debtor throughout the State Court Action
and the Appeal and is intimately familiar with the relating facts
and issues.  In addition, the Firm has extensive experience and
knowledge in the area of commercial litigation and appellate
practice and is well qualified to advise the Debtor with regard to
these matters.

The Debtor anticipates that RiesbergLaw will:

   a) prepare and file certain supplements to the record on
      appeal;

   b) prepare and file an initial brief and a reply brief, as
      well as review and analyze the responsive brief filed by
      Vacca, including research relating thereto;

   c) prepare for and attend oral argument; and

   d) advise the Debtor concerning the foregoing as well as any
      strategic matters to be considered throughout the appeal and
      following disposition thereof.

RiesbergLaw's current customary hourly rates, subject to change
from time to time, are:

     Partners                   $350 per hour
     Associates                 $200 per hour
     Paraprofessionals          $125 per hour

Barbara J. Riesberg, Esq., submits that RiesbergLaw is a
"disinterested person" as such term is defined in Section 101 (14)
of the Bankruptcy Code, as modified by Section 1107(b).

                    About 17315 Collins Avenue

17315 Collins Avenue LLC owns and operates Sole on the Ocean, a
luxury, beach-front condominium-hotel located in Sunny Isles
Beach, Florida.  17315 Collins filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

WaveStone Properties LLC owns 100% of the membership interests in
the Debtor and has no other businesses or assets.  Thomas Feeley
is the managing member of WaveStone.

The Debtor disclosed $41,313,070 in assets and $40,169,567 in
liabilities in its schedules.


17315 COLLINS: Has Interim Use of Cash Collateral Through June 30
-----------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida authorized 17315 Collins Avenue LLC, on an
interim basis, to use the cash collateral of 17315 CAM to pay for
operating expenses and administration costs until June 30, 2012,
in accordance with the budget.

The Debtor granted in favor of 17315 CAM and as security a first
priority postpetition security interest and lien in all of the
Debtor's assets, to the same priority, validity and extent that
17315 CAM held a properly perfected prepetition security interest
in the assets.

Under the interim cash collateral order, on or before May 31,
2012, the Debtor agrees to file with the Court a proposed plan of
reorganization and accompanying disclosure statement.

The Court will hold a further hearing on the Debtor's use of cash
collateral on June 28, 2012, at 2:00 p.m.

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

     http://bankrupt.com/misc/17315COLLINS_3cashcollorder.pdf

                 About 17315 Collins Avenue LLC

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


17315 COLLINS: No Unsecured Creditors Committee Formed
------------------------------------------------------
The United States Trustee filed a notice that he will not appoint
a committee of unsecured creditors in the 17315 Collins Avenue
LLC.

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


17315 COLLINS: Wants Exclusive Filing Period Extended to Aug. 7
---------------------------------------------------------------
17315 Collins Avenue LLC asks the Bankruptcy Court to extend,
through and including Aug. 7, 2012, the period within which it has
the exclusive right to file a plan of reorganization and
disclosure statement, and up to and including confirmation of the
plan within which to obtain acceptances.

Joshua W. Dobin, Esq., at Meland Russin & Budwick P.A., explains
that these extensions will enable the Debtor to formulate a
feasible plan of reorganization which the Debtor believes will
provide for a distribution to all of its creditors.

Mr. Dobin assures that the Debtor is not seeking an extension to
pressure creditors.  Rather, it seeks this additional time to
resolve pending issues and continue devising a viable plan of
reorganization.  This is the Debtor's first request for an
extension, and this request is made in good faith and not for
dilatory purposes.

Moreover, the current agreed interim cash collateral order
specifically obligates the Debtor to file its plan of
reorganization on or before May 31, 2012.  The requested extension
will merely provide the Debtor with sufficient time to do so and
seek confirmation, Mr. Dobin explains.

                 About 17315 Collins Avenue LLC

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


A.R.E. MACHINE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A.R.E. Machine Products, Inc.
        209 Eiler Ave
        Louisville, KY 40214

Bankruptcy Case No.: 12-32464

Chapter 11 Petition Date: May 24, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: Jan C. Morris, Esq.
                  LOWEN & MORRIS
                  3rd Floor
                  125 S. 6th Street, Suite 300
                  Louisville, KY 40202
                  Tel: 587-7000
                  Fax: 587-1126
                  E-mail: lmattys@bellsouth.net

Scheduled Assets: $529,225

Scheduled Liabilities: $1,191,792

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/kywb12-32464.pdf

The petition was signed by Andy C. Rodabaugh, president.


AIG INC: Fitch Affirms 'BB' Rating on EUR750MM Debentures Due 2038
------------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BBB' to American
International Group, Inc.'s (AIG) $750 million issuance of 4.875%
senior notes due 2022.  All other AIG ratings are affirmed,
including AIG's Issuer Default Rating (IDR) of 'BBB' with a
Positive Rating Outlook.

Proceeds from the issue will be used for general corporate
purposes, including refinancing of debt maturing in 2013.  The new
issuance, coupled with recent share repurchase activity will
increase AIG's pro forma financial leverage ratio (excluding
financial related debt) modestly to approximately 19.5%.

Fitch's ratings on AIG and its subsidiaries primarily reflect the
benefits of the AIG organization's strong competitive positions in
life and non-life insurance partially offset by the comparatively
poor recent operating results of the company's core insurance
operations.  The Positive Outlook on AIG's IDR continues to
reflect improvements in the company's liquidity and financial
profile over the last 12-18 months as it sheds operations and de-
leverages the balance sheet.

AIG reported a significant improvement in first quarter 2012
profitability as net income increased to $3.4 billion from $1.5
billion in the prior year first quarter.  Interest coverage was
6.1x in the first quarter of 2012.  This earnings improvement was
largely attributable to investment income growth, as well as
better underwriting performance within Chartis property/casualty
insurance operations tied to sharply lower catastrophe losses.

Federal government interest in AIG continues to diminish as $5.75
billion of common equity was sold to the public in May 2012,
reducing the government's ownership stake in AIG common stock to
61%.  Also, in April 2012 the Federal Reserve bank of New York
sold at auction $7.5 billion of collateralized debt obligations
(CDOs) assets held in Maiden Lane III.

Key triggers that could lead to rating upgrades include:

  -- Earnings improvements at insurance subsidiaries' Chartis and
     SunAmerica that translate into higher earnings-based interest
     coverage;

  -- Further transition of AIG's capital structure and leverage
     metrics to those of a more traditional insurance holding
     company that generates a meaningful reduction in the
     company's Total Financing Commitments ratio (TFC).

  -- Enhanced underwriting profitability and demonstrated reserve
     stability of the company's non-life insurance subsidiaries;

  -- Further stabilization of sales trends and profitability of
     the company's domestic life insurance subsidiaries;

  -- Material increases in Chartis' NAIC risk-based capital
     ratios.

Key triggers that could lead to rating downgrades include:

  -- Declines in underwriting profitability and heightened reserve
     volatility of the company's non-life insurance subsidiaries
     that Fitch views as inconsistent with that of comparably-
     rated peers and industry trends;

  -- Deterioration in the company's domestic life subsidiaries'
     sales or profitability trends;

  -- Material declines in RBC ratios at either the domestic life
     insurance or the non-life insurance subsidiaries.

Fitch has taken the following rating actions on AIG:

American International Group, Inc.

  -- Long-term IDR affirmed at 'BBB'; Outlook Positive;

  -- $750 million of 4.875% senior unsecured notes due 2022
     assigned a rating of 'BBB';

  -- Various senior unsecured note issues affirmed at 'BBB';

  -- US$1.2 billion of 4.250% senior unsecured notes due Sept. 15,
     2014 affirmed at 'BBB';

  -- US$800 million of 4.875% senior unsecured notes due Sept. 15,
     2016 affirmed at 'BBB';

  -- EUR420.975 million of 6.797% senior unsecured notes due Nov.
     15, 2017 affirmed at 'BBB';

  -- GBP323.465 million of 6.765% senior unsecured notes due Nov.
     15, 2017 affirmed at 'BBB';

  -- GBP338.757 million of 6.765% senior unsecured notes due Nov.
     15, 2017 affirmed at 'BBB';

  -- US$256.161 million of 6.820% senior unsecured notes due Nov.
     15, 2037 affirmed at 'BBB';

  -- EUR750 million of 8.00% series A-7 junior subordinated
     debentures due May 22, 2038 affirmed at 'BB';

  -- US$1.960 billion 5.67% series B-1 debentures due Feb. 15,
     2041 affirmed at 'BB';

  -- US$1.960 billion of 5.82% series B-2 debentures due May 1,
     2041 affirmed at 'BB';

  -- US$1.960 billion of 5.89% series B-3 debentures due Aug. 1,
     2041 affirmed at 'BB';

  -- US$4 billion of 8.175% series A-6 junior subordinated
     debentures due May 15, 2058 affirmed at 'BB';

  -- US$1.1 billion of 7.700% series A-5 junior subordinated
     debentures due Dec. 18, 2062 affirmed at 'BB';

  -- GBP309.850 million of 5.75% series A-2 junior subordinated
     debentures due March 15, 2067 affirmed at 'BB';

  -- EUR409.050 million of series A-3 junior subordinated
     debentures due March 15, 2067 affirmed at 'BB';

  -- GBP900 million of 8.625% series A-8 junior subordinated
     debentures due May 22, 2068 affirmed at 'BB';

  -- US$750 million of 6.45% series A-4 junior subordinated
     debentures due June 15, 2077 affirmed at 'BB';

  -- US$687.581 million of 6.25% series A-1 junior subordinated
     debentures due March 15, 2087 affirmed at 'BB'.

AIG International, Inc.

  -- Long-term IDR affirmed at 'BBB'; Outlook Positive;
  -- $175 million of 5.60% senior unsecured notes due July 31,
     2097 affirmed at 'BBB'.

SunAmerica Financial Group, Inc.

  -- Long-term IDR affirmed at 'BBB'; Outlook Positive;

  -- $150 million of 7.50% senior unsecured notes due July 15,
     2025 affirmed at 'BBB';

  -- $150 million of 6.625% senior unsecured notes due Feb. 15,
     2029 affirmed at 'BBB'.

American General Capital II

  -- $300 million of 8.50% preferred securities due July 1, 2030
     affirmed at 'BB'.

American General Institutional Capital A

  -- $500 million of 7.57% capital securities due Dec. 1, 2045
     affirmed at 'BB'.

American General Institutional Capital B

  -- $500 million of 8.125% capital securities due March 15, 2046
     affirmed at 'BB'.

Fitch has affirmed Insurer Financial Strength ratings for the
following companies at 'A' with a Stable Outlook:

AGC Life Insurance Company
AIU Insurance Company
American General Life Insurance Company
American General Life Insurance Company of Delaware
American General Life & Accident Insurance Company
American Home Assurance Company
Chartis Casualty Company
Chartis Europe Limited
Chartis MEMSA Insurance Company Limited
Chartis Overseas Limited
Chartis Property Casualty Company
Chartis Specialty Insurance Company
Commerce & Industry Insurance Company
Granite State Insurance Company
Illinois National Insurance Company
Insurance Company of the State of Pennsylvania
Lexington Insurance Company
National Union Fire Insurance Company of Pittsburgh, PA
New Hampshire Insurance Company
SunAmerica Annuity and Life Assurance Company
SunAmerica Life Insurance Company
United States Life Insurance Company in the City of New York
Variable Annuity Life Insurance Company
Western National Life Insurance Company

Fitch has affirmed the program ratings for the following companies
at 'A':

ASIF II Program
ASIF III Program
ASIF Global Financing


ALEXANDER PROPERTIES: Bank Has Until June 13 to File Response
-------------------------------------------------------------
Patapsco Bank's deadline to file a response to the request of
Alexander Properties, L.L.C. for stay pending appeal of the order
denying approval of the disclosure statement explaining the
Debtor's plan of reorganization is extended further to June 13,
2012.  Bankruptcy Judge Nancy V. Alquist approved the Eighth
Stipulation on May 25, 2012.

Based in Annapolis, Maryland, Alexander Properties, L.L.C., and
Soultana Efthimiadis filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case Nos. 10-38095 and 10-38104) on Dec. 14, 2010.  James C.
Olson, Esq., serves as bankruptcy counsel.  Alexander Properties
estimated under $50,000 in assets and $1 million to $10 million in
debts.

Soultana Efthimiadis is represented by Aryeh E. Stein, Esq., at
Meridian Law LLC.  Efthimiadis estimated $100,001 to $500,000 in
assets and $1 million to $10 million in debts.

The Patapsco Bank, Alexander Properties' lender, is represented by
Michael C. Bolesta, Esq., at Gebhardt & Smith LLP.


ALL SEASON'S: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: All Season's Interior & Exterior Maintenance, Inc.
        dba Great Basin Plumbing & Mechanical
            Interstate Heating And Air-Conditioning
        3965 E. Patrick Lane
        Las Vegas, NV 89120

Bankruptcy Case No.: 12-16269

Chapter 11 Petition Date: May 25, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: David A. Riggi, Esq.
                  5550 Painted Mirage Road, #120
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  E-mail: darnvbk@gmail.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 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-16269.pdf

The petition was signed by Heath Edmond Pyles, president.


AMERIDA PREMIUM: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Amerida Premium Hardwoods, LLC
        608 Callaghan
        Greenville, MI 48838

Bankruptcy Case No.: 12-05027

Chapter 11 Petition Date: May 25, 2012

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

Judge: Scott W. Dales

Debtor's Counsel: Cody H. Knight, Esq.
                  Steven L. Rayman, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave., Suite 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.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 Sylvie Perron, vice-president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Adventure Lumber Company


ANDERSON HOMES: Preference Suit v. Supplier Survives Dismissal Bid
------------------------------------------------------------------
American Residential Services, LLC, failed to convince a
bankruptcy judge to dismiss a preferential transfer action
initiated by the chapter 7 trustee for Anderson Homes, Inc., and
Vanguard Homes, Inc.  Bankruptcy Judge Stephani W. Humrickhouse
held that Richard D. Sparkman, the Chapter 7 Trustee, was able to
establish the prima facie elements of his preference claim under
11 U.S.C. Sec. 547(b).

Anderson Homes made various payments to American during the 90-day
period prior to the bankruptcy filing, which together totaled
$186,419.  The payments were for labor and materials provided by
American in connection with the construction of homes by Anderson
Homes pursuant to a series of contracts entered into by the
parties over an extended period of time.

The preference suit is, RICHARD D. SPARKMAN, Chapter 7 Trustee for
Anderson Homes, Inc. and Vanguard Homes, Inc., Plaintiff, v.
AMERICAN RESIDENTIAL SERVICES, LLC, Defendant, Adv. Proc. No. 11-
213-8-SWH-AP (Bankr. E.D.N.C.).  A copy of the Court's May 25,
2012 Order is available at http://is.gd/OMcrxIfrom Leagle.com.

                       About Anderson Homes

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
engaged in the development, construction and sale of residential
properties in the form of single-family homes, townhomes and
condominiums.  It owns, constructs improvements on, and sells (i)
single-family houses and townhomes in subdivisions known and
referred to as Edgewater, Bridgewater, Bridgewater West,
Cobblestone, Haw Village, Ridgefield, Amberlynn Valley, Cane
Creek, Muirfield Village, Pine Valley, Quail Meadows, Thornton
Commons Place, Willow Ridge, Creekside at Landon Farms, Keystone
Crossing, Sterling Ridge, Jeffries Creek, Briar Chapel, and Villas
at Forest Hills, and (ii) condominiums known as Blount Street
Commons.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring effort.  At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.


ARCAPITA BANK: Bahrain Bank Seeks U.S. Nod to Fund Lusail JV
------------------------------------------------------------
Marie Beaudette at Dow Jones' Daily Bankruptcy Review reports that
Bahrain's Arcapita Bank is seeking approval from a U.S. bankruptcy
judge to provide up to $30.4 million in funding to its Lusail
joint venture, an ambitious luxury residential project in Qatar.

                       About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.


BETSEY JOHNSON: Creditors' Panel Wants Hahn & Hessen as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Betsey Johnson
LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of New York to retain under a general retainer
Hahn & Hessen LLP as its counsel, effective as of May 3, 2012.

Hahn & Hessen will, among other things, assist the Committee in
its investigation of the acts, conduct, assets, liabilities and
financial condition of the Debtor, the operation of the Debtor's
businesses, the desirability of continuance of the businesses and
any other matters relevant to this case or to the business affairs
of the Debtor for these hourly rates:

           Partners                          $625-$815
           Associates                        $270-$525
           Special Counsel & Of Counsel      $490-$615
           Paralegals                        $190-$245

Mark S. Indelicato, Esq., a member at Hahn & Hessen, attests to
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                       About Betsey Johnson

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, to effectuate a sale of its assets.

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 Company, 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 US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$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 US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  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.  The petition
was signed by Jonathan Friedman, chief financial officer.

Hilco Merchant Resources, LLC, is represented by Chris L.
Dickerson, Esq., at DLA Piper LLP (US).  Counsel for Steven
Madden, Ltd., is Neil Herman, Esq., at Morgan, Lewis & Bockius
LLP.  Counsel for First Niagara Commercial Finance, Inc., the DIP
Lender, is James C. Fox, Esq., at Ruberto, Israel & Weiner.


BETSEY JOHNSON: Capstone Tapped to Review Going Concern Offers
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Betsey Johnson
LLC seeks authorization from the U.S. Bankruptcy Court for the
Southern District of New York to employ Capstone Advisory Group,
LLC, as financial advisors, effective as of May 3, 2012.

Capstone Advisory will, among other things:

   a) review offers received for the Debtors' assets, both on a
      "going out of business" and "going concern" basis;

   b) develop a monthly monitoring report to enable the Committee
      to effectively evaluate the Debtors' liquidity and wind-down
      activities on an ongoing basis;

   c) assist and advise the Committee and counsel in reviewing and
      evaluating any court motions filed or to be filed by the
      Debtors or any other parties-in-interest; and

   d) analyze and critique the Debtors' debtor-in-possession
      financing arrangements.

Capstone Advisory will be compensated based on these hourly rates:

             Executive Director               $600-$760
             Managing Director                $475-$590
             Directors                        $360-$475
             Consultants                      $160-$350
             Support Staff                    $120-$150

Capstone Advisory has agreed to a $30,000 per month fee.  In
addition, Capstone Advisory will be reimbursed for their
reasonable out-of-pocket expenses, including but not limited to
travel and lodging expenses, costs of reproduction, typing,
research, communications, computer usage, their legal counsel, any
applicable sales or excise taxes and other direct expenses.  In
addition, Capstone Advisory will be eligible to request a success
fee, the amount and conditions of which to be mutually agreed upon
with the Committee and subject to Bankruptcy Court approval.

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

                       About Betsey Johnson

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, to effectuate a sale of its assets.

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 Company, 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 US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$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 US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  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.  The petition
was signed by Jonathan Friedman, chief financial officer.

Hilco Merchant Resources, LLC, is represented by Chris L.
Dickerson, Esq., at DLA Piper LLP (US).  Counsel for Steven
Madden, Ltd., is Neil Herman, Esq., at Morgan, Lewis & Bockius
LLP.  Counsel for First Niagara Commercial Finance, Inc., the DIP
Lender, is James C. Fox, Esq., at Ruberto, Israel & Weiner.


BETSEY JOHNSON: Taps DJM Realty as Special Real Estate Advisor
--------------------------------------------------------------
Betsey Johnson LLC seeks authorization from the U.S. Bankruptcy
Court for the Southern District of New York to employ DJM Realty
Services, LLC, as special real estate advisor to the Debtor, nunc
pro tunc to May 11, 2012.

In order to maximize the value of its estate, the Debtor requires
the assistance of experienced real estate consultants to
restructure its portfolio of leasehold interests.  DJM will render
real estate advisory services to the Debtor including:

  (a) meeting to ascertain the Debtor's goals, objectives, and
      financial parameters;

  (b) negotiating the termination, assignment, or other
      disposition of leases, including preparing and implementing
      a marketing plan and assisting the Debtor at any auctions,
      if needed;
  (c) negotiating waivers or reductions of prepetition cure
      amounts and 11 U.S.C. Section 502(b)(6) claims with respect
      to leases; and

  (d) reporting periodically to the Debtor regarding the status of
      negotiations.

DJM Realty will be compensated as follows:

           (I) With respect to marketing leases for assignment,
               sale, other transfer, or termination (each a
               "Disposition"), then for each closing of a
               transaction in which any lease is sold, assigned,
               or otherwise transferred to a third party
               (including lease termination transactions with
               landlords in which the landlord pays the Debtor for
               the termination and agrees to waive cure claims in
               consideration for the termination, the sale of so-
               called "Designation Rights" and sales to purchasers
               of substantially all the equity or assets of the
               Debtor), then DJM Realty will earn a fee in a
               dollar amount equal to 4.0% of the Gross Proceeds
               of the disposition.  The term "Gross Proceeds"
               hereunder means the total amount of consideration
               paid or payable (including any cure claim amounts
               paid or waived) by the purchaser, assignee,
               designation rights purchaser, landlord, or other
               transferee.  In the event of a sale of
               substantially all the equity or assets of the
               Debtor, Gross Proceeds will mean the consideration
               allocated to the leases by the parties to the
               transaction; provided, however, DJM's fee for any
               waived or reduced cure claim will only be payable
               from the cash portion of the Gross Proceeds from
               that particular transaction; and

          (II) If the landlord agrees to reduce or waive the claim
               it could reasonably assert under Bankruptcy Code
               Section 502(b)(6) or otherwise, DJM Realty will
               receive a fee in an amount equal to the lesser of
               (i) 4.0% of the difference between a validly filed
               502(b)(6) Claim and the allowed amount of the
               502(b)(6) Claim, and (ii) 50% of what the landlord
               would have been entitled to receive in
               distributions as a general unsecured creditor of
               the Debtor on account of the difference between a
               validly filed 502(b)(6) Claim and the allowed
               amount of the 502(b)(6) Claim; provided, however,
               DJM Realty will only be paid the fee when and if a
               distribution is made to general unsecured creditors
               in the Chapter 11 case.  The term "validly filed
               502(b)(6) Claim" will mean an amount up to twelve
               months base rent and monthly recurring charges
               under the lease measured from May 1, 2012, through
               April 30, 2013, plus any amounts due under the
               lease attributable to the period prior to April 26,
               2012.

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

                       About Betsey Johnson

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, to effectuate a sale of its assets.

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 Company, 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 US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$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 US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  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.  The petition
was signed by Jonathan Friedman, chief financial officer.

Hilco Merchant Resources, LLC, is represented by Chris L.
Dickerson, Esq., at DLA Piper LLP (US).  Counsel for Steven
Madden, Ltd., is Neil Herman, Esq., at Morgan, Lewis & Bockius
LLP.  Counsel for First Niagara Commercial Finance, Inc., the DIP
Lender, is James C. Fox, Esq., at Ruberto, Israel & Weiner.


BETSEY JOHNSON: Has Nod to Hire Donlin Recano as Claims Agent
-------------------------------------------------------------
Betsey Johnson LLC sought and obtained authorization from the Hon.
James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York to employ Donlin, Recano & Company, Inc., as
claims and noticing agent.

Donlin Recano will, among other things:

  (a) prepare and serve required notices and documents in the
      Chapter 11 case in accordance with the Bankruptcy Code and
      the Federal Rules of Bankruptcy Procedure in the form and
      manner directed by the Debtor and the Court including (i)
      notice of the commencement of the Chapter 11 case and the
      initial meeting of creditors under 11 U.S.C. Section 341(a),
      (ii) notice of any claims bar date, (iii) notices of
      transfers of claims, (iv) notices of objections to claims
      and objections to transfers of claims, (v) notices of any
      hearings on a disclosure statement and confirmation of the
      Debtor's plan or plans of reorganization, including under
      Bankruptcy Rule 3017(d), (vi) notice of the effective date
      of any plan and (vii) all other notices, orders, pleadings,
      publications and other documents as the Debtor or Court may
      deem necessary or appropriate for an orderly administration
      of the Chapter 11 case;

  (b) maintain (i) a list of all potential creditors, equity
      holders and other parties-in-interest; and (ii) a "core"
      mailing list consisting of all parties described in Sections
      2002(i), (j) and (k) and those parties that have filed a
      notice of appearance pursuant to Bankruptcy Rule 9010;
      update said lists and make said lists available upon request
      by a party-in-interest or the Clerk;

  (c) process all proofs of claim received, including those
      received by the Clerk's Office, and check said processing
      for accuracy, and maintain the original proofs of claim in a
      secure area; and

  (d) maintain the official claims register for the Debtor on
      behalf of the Clerk; upon the Clerk's request, provide the
      Clerk with certified, duplicate unofficial Claims Register;
      and specify in the Claims Register the following information
      for each claim docketed: (i) the claim number assigned, (ii)
      the date received, (iii) the name and address of the
      claimant and agent, if applicable, who filed the claim, (iv)
      the amount asserted, (v) the asserted classification(s) of
      the claim, and (vi) any disposition of the claim.

Donlin Recano will charge the Debtor at these hourly rates:

               Senior Case Manager/Consultant   $140-$192.50
               IT/Programming                    $70-$133
               Case Manager                      $66-$101.50
               Clerical                          $28-$42

Prior to the Petition Date, the Debtor provided Donlin Recano a
retainer in the amount of $15,000.

Colleen McCormick, Chief Operating Officer of Donlin Recano, is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Betsey Johnson

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, to effectuate a sale of its assets.

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 Company, 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 US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$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 US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  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.  The petition
was signed by Jonathan Friedman, chief financial officer.

Hilco Merchant Resources, LLC, is represented by Chris L.
Dickerson, Esq., at DLA Piper LLP (US).  Counsel for Steven
Madden, Ltd., is Neil Herman, Esq., at Morgan, Lewis & Bockius
LLP.  Counsel for First Niagara Commercial Finance, Inc., the DIP
Lender, is James C. Fox, Esq., at Ruberto, Israel & Weiner.


BETSEY JOHNSON: Has OK to Hire Goulston & Storrs as Bankr. Counsel
------------------------------------------------------------------
Betsey Johnson LLC sought and obtained authorization from the Hon.
James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York to employ and retain the law firm of Goulston
& Storrs, P.C., nunc pro tunc to the Petition Date, as counsel to
the Debtor.

G&S will, among other things, advise the Debtor with respect to
its powers and duties as debtor-in-possession and the continued
management of its business and properties during its postpetition
operations for these hourly rates:

           Directors             $490-$875
           Associates            $295-$535
           Legal Assistants      $215-$385

The G&S bankruptcy and restructuring attorneys and legal
assistants who are likely to perform services in the case and the
hourly rates attributable to their work are:

           James F. Wallack, Director             $6501
           Douglas B. Rosner, Director             $625
           Pamela M. MacKenzie, Director           $615
           Gregory O. Kaden, Associate             $525
           Vanessa V. Peck, Associate              $425
           Stacey A. Mordas, Legal Assistant       $260

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

The Debtor also sought to retain Togut, Segal & Segal LLP as co-
counsel and conflicts counsel to the Debtor in this case.  G&S and
Togut will necessarily communicate frequently about matters in
this case, but that G&S and Togut will make every reasonable
effort not to duplicate services.

                        About Betsey Johnson

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, to effectuate a sale of its assets.

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 Company, 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 US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$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 US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor has tapped Richter
Consulting, Inc., as financial advisor, and Donlin Recano &
Company as claims and notice agent.  The petition was signed by
Jonathan Friedman, chief financial officer.

Hilco Merchant Resources, LLC, is represented by Chris L.
Dickerson, Esq., at DLA Piper LLP (US).  Counsel for Steven
Madden, Ltd., is Neil Herman, Esq., at Morgan, Lewis & Bockius
LLP.  Counsel for First Niagara Commercial Finance, Inc., the DIP
Lender, is James C. Fox, Esq., at Ruberto, Israel & Weiner.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.


BETSEY JOHNSON: Hires Togut Segal as Co-Counsel
-----------------------------------------------
Betsey Johnson LLC sought and obtained permission from the Hon.
James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York to employ and retain Togut, Segal & Segal LLP
as co-counsel for the Debtor, nunc pro tunc to the date of
commencement of the case.

Togut Segal will, among other things:

           (a) provide support in case management duties, like
               monitoring the docket, maintaining critical date
               calendars and preparing agendas for court hearings;

           (b) handle utility issues, including negotiating with
               utility providers in connection with requests for
               adequate assurance pursuant to section 366 of the
               Bankruptcy Code;

           (d) assist the Debtor in connection with the
               preparation of schedules and statements of
               financial affairs and any amendments thereto; and

           (e) analyze and evaluate certain executory contracts,
               including prosecuting motions to assume, assume and
               assign or reject the contracts and responding to
               motions to compel assumption or rejection filed by
               contract counterparties.

The current hourly rate for Frank A. Oswald, who will be the
supervising partner for the matter, is $810.  Togut Segal's other
partner rates range from $800 to $935 per hour.  Togut Segal's
current rate for associates is $185 to $675 per hour, $715 per
hour for counsel, and $145 to $285 per hour for paralegals and law
clerks.

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

The Debtor also applied to retain Goulston & Storrs as attorneys
under a general retainer to represent them in this Chapter 11
case.  It is anticipated that there may be matters with respect to
which G&S cannot represent the Debtor because of a conflict or
potential conflict.  The Debtor seeks court approval to employ and
retain the Togut Segal as its co-counsel in connection with the
Chapter 11 case to handle matters that the Debtor may encounter
which are not appropriately handled by G&S and other professionals
because of a potential conflict of interest or, alternatively,
which can be more efficiently and economically handled by the
Togut Segal.  This will avoid unnecessary litigation and reduce
the overall expense of administering the Chapter 11 case.

                        About Betsey Johnson

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, to effectuate a sale of its assets.

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 Company, 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 US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$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 US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor has tapped Richter
Consulting, Inc., as financial advisor, and Donlin Recano &
Company as claims and notice agent.  The petition was signed by
Jonathan Friedman, chief financial officer.

Hilco Merchant Resources, LLC, is represented by Chris L.
Dickerson, Esq., at DLA Piper LLP (US).  Counsel for Steven
Madden, Ltd., is Neil Herman, Esq., at Morgan, Lewis & Bockius
LLP.  Counsel for First Niagara Commercial Finance, Inc., the DIP
Lender, is James C. Fox, Esq., at Ruberto, Israel & Weiner.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.


BETSEY JOHNSON: Wants Richter Consulting as Financial Advisor
-------------------------------------------------------------
Betsey Johnson LLC sought and obtained permission from the Hon.
James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York to employ and retain Richter Consulting,
Inc., as financial advisor to the Debtor, nunc pro tunc to the
Petition Date.

Richter Consulting will, among other things:

           a. assist the Debtor in the preparation of financial
              related disclosures required by the Court, including
              the Schedules of Assets and Liabilities, the
              Statement of Financial Affairs and Monthly Operating
              Reports;

           b. assist the Debtor in the preparation of financial
              information for distribution to creditors and
              others, including, but not limited to, cash flow
              projections and budgets, cash receipts and
              disbursement analysis, analysis of various asset and
              liability accounts, and analysis of proposed
              transactions for which Court approval is sought;

           c. assist the Debtor in negotiations with Debtor's
              senior lenders and other parties in interest
              regarding the use of cash collateral, debtor-in-
              possession or other financing; and

           c. render to the Debtor any other general business
              consulting or assistance, including testifying in
              matters before the Court, as the Debtor's management
              or counsel may deem necessary that is consistent
              with the role of a financial advisor and not
              duplicative of services provided by other
              professionals in this proceeding.

              Partner                          $575-$675
              Principal/Vice President         $475-$550
              Senior Associate                 $375-$425
              Associate                        $275-$350

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

                        About Betsey Johnson

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, to effectuate a sale of its assets.

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 Company, 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 US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$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 US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor has tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hilco Merchant Resources, LLC, is represented by Chris L.
Dickerson, Esq., at DLA Piper LLP (US).  Counsel for Steven
Madden, Ltd., is Neil Herman, Esq., at Morgan, Lewis & Bockius
LLP.  Counsel for First Niagara Commercial Finance, Inc., the DIP
Lender, is James C. Fox, Esq., at Ruberto, Israel & Weiner.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.


BERNARD L. MADOFF: Maxam Fund Seeks Dismissal of Picard Suit
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the lawsuit where the trustee for Bernard L. Madoff
Investment Securities Inc. is attempting to recover $100 million
from Sandra Manzke, family members, and her Maxam Capital
Management LLC was taken out of bankruptcy court.  She and her
company filed papers last week telling U.S. District Judge Jed
Rakoff he should dismiss the suit entirely.

The report relates that the Maxam suit seeks to recover $100
million in principal taken out of the Madoff firm before the Ponzi
scheme imploded.  Some of the legal issues are similar to the
Madoff trustee's suit against Fred Wilpon and owners of the New
York Mets baseball club.

In the Wilpon suit, the trustee was originally seeking to recover
about $1 billion, based in part on a theory that the customers
weren't in good faith because they had reason to believe there was
fraud.  Before the Wilpon trial, Judge Rakoff ruled that Madoff
Trustee Irving Picard was entitled to a recovery of principal
investments only on a showing that the customers were willfully
blind to a fraud in front of their noses.

According to the report, Manzke's papers last week contend that
the suit must be dismissed in its entirety because Mr. Picard
didn't lay out facts showing willful blindness.  The trustee will
have a chance to submit papers of his own before Judge Rakoff
rules.

The Maxam case in district court originally was Picard v.
Maxam Absolute Return Fund LP, 11-cv-7428, U.S. District Court,
Southern District of New York (Manhattan). It is now proceeding
under 12-mc-00115, in the same court. The Wilpon suit in
district court is Picard v. Katz, 11-03605, 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.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERNARD L. MADOFF: Govt. Sides With Trustee on Customer Claims
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the federal government came down on the side of the
trustee for Bernard L. Madoff Investment Securities Inc. in filing
papers with the Supreme Court last week saying that the U.S. Court
of Appeals was "correct" when ruling in August that customer
claims must equal the amount of cash invested less the amount
taken out.

According to the report, fictional profits shown on customers'
account statements are to be ignored, Securities and Exchange
Commission and the U.S. Solicitor General said in agreeing with
the circuit court in Manhattan.  Several Madoff customers, after
losing in the appeals court, filed a request for an appeal to the
Supreme Court, known as a petition for certiorari.  Customers
argued that state law gives them the right to securities shown on
their account statements even though Madoff never purchased them.

In urging the high court to deny an appeal, the government said
that the appeals court's decision "does not conflict with any
decision of this court or of any other court of appeals."  The
government said that profits fictitiously shown on customers'
account statements were not attainable in the "real world."  In
the eyes of the government, customers therefore can't have claims
"based on transactions that would have been infeasible."

The government, the report adds, claims that governing law is
federal law pertaining to securities liquidations, not state law.
The government didn't ground its decision only on practicalities.
The language of the statute also supports the ruling in the court
of appeals, the government said.

The attempted appeal to the Supreme Court and other appeals by
customers are preventing the trustee from distributing about
$11 billon, including $2.2 billion separately forfeited to the
government.

The appeals to the Supreme Court include Sterling Equities
Associates v. Picard, 11-968, and Ryan v. Picard, 11-969, both in
the U.S. Supreme Court (Washington D.C.).

                     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.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERNARD L. MADOFF: SEC Advises High Court Not to Review Suits
-------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the U.S.
Securities and Exchange Commission on Thursday advised the U.S.
Supreme Court not to review cases challenging the methods of the
trustee liquidating Bernard L. Madoff?s Ponzi scheme, which would
allow the trustee to start distributing roughly $9 billion to
victims.

According to Law360, the Supreme Court had asked the commission to
weigh in on the issue of whether Irving Picard, liquidating
trustee for the Madoff estate, is using the right formula to pay
back victims of the investment scam after three separate suits
came before the high court.

                       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.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BILTWOOD PROPERTIES: Bank Has Go-Signal to Commence Foreclosure
---------------------------------------------------------------
Chief Bankruptcy Judge Mary D. France lifted the automatic stay to
allow Orrstown Bank to pursue mortgage foreclosure proceedings
against real property owned by Biltwood Properties LLC.

The Debtor listed its interest in real property with a value of
$700,000 located at 544 Buchanan Trail West, Greencastle, Franklin
County, Pennsylvania.  On March 15, 2012, Orrstown filed its
request for stay relief, stating that as of Dec. 9, 2011, it held
a claim against the Debtor of $331,520 secured by first, second,
and third liens against the Greencastle Property.  Orrstown also
asserted that the Property was subject to a fourth mortgage held
by the Franklin County Area Development Corporation and a fifth
mortgage held by Larry and Shirley DiMarco.  In its schedules, the
Debtor lists the total face amount of the mortgages held by the
FCADC and the DiMarcos at $200,000.  In addition to the mortgage
debt, the Debtor reported outstanding real estate taxes owing to
Franklin County of $17,846.

Orrstown asserts that it is entitled to relief because the Debtor
does not have equity in the Property, and it is not necessary to
an effective reorganization.  This assertion is supported by an
appraisal setting the value of the Property at $335,000.  Orrstown
further argues that the Debtor has failed to pay postpetition real
estate taxes, which constitutes a breach of the mortgage
agreement.  The Debtor counters that it is providing Orrstown with
adequate protection through equity in the Property and by making
regular mortgage payments.

The Greencastle Property is a 1.74 acre parcel of commercial real
estate with a light industrial building of 18,507 square feet. The
assessed value of the land and buildings is $62,190.  When the
county equalization ratio is applied to the assessed value, it
produces an implied market value of $474,510.  The deed
transferring the Property to Debtor, which is recorded in the
Franklin County Register and Recorder's Office, states that the
Property was transferred to Debtor on November 29, 2001 for a sale
price of $250,000.

The Debtor acquired the Property in 2001 and leased the existing
building to a related company, which operated a millwork and
powder coating business from the site.  The millwork business had
closed.  The powder coating business was operating, but the owner
was in the process of selling the business to an unrelated third
party.

A copy of Judge France's May 24, 2012 Opinion is available at
http://is.gd/Ckg5GKfrom Leagle.com.

                    About Biltwood Properties

Biltwood Properties, LLC, filed for Chapter 11 bankruptcy (Bankr.
M.D. Pa. Case No. 11-07600) on Nov. 9, 2011, listing under $1
million in assets and debts.  Lawrence G. Frank, Esq., at Thomas,
Long, Niesen and Kennard, serves as the Debtor's counsel.


BRH CONSULTANTS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
B.R.H. Consultants, Inc. filed with the Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,000,000
  B. Personal Property                $3,325
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,700,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $19,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                     $6,003,325       $2,719,000

A full text copy of the company's scheduled of assets and
liabilities is available free at:

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

B.R.H. Consultants, Inc. filed a Chapter 11 petition
(Bankr. M.D. La. Case No. 12-10193) on Feb. 20, 2012, in Baton
Rouge, Louisiana, James M. Herpin, Esq., Steffes Vingiello &
Mckenzie, LLC, at Baton Rouge, in Louisiana, serves as counsel to
the Debtor.


BURBANK LANDING: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Burbank Landing Properties LLC filed with the Bankruptcy Court for
the Middle District of Louisiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                         $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $2,700,000
                                 -----------       -----------
        TOTAL                             $0        $2,700,000

The Debtor said its personal assets consists of a checking account
at JP Morgan Chase Bank, which was opened in December 2006.
According to the Debtor's Schedules, the "Current Value of
Debtor's Interest in Property, without Deducting any Secured Claim
or Exemption" with respect to the JPMorgan account is "unknown."

A full text copy of the company's Schedules is available at
http://bankrupt.com/misc/BURBANK_LANDING_sal.pdf

Burbank Landing Properties, LLC filed a Chapter 11 petition
(Bankr. M.D. La. Case No. 12-10191) on February 20, 2012 in Baton
Rouge, Louisiana, James M. Herpin, Esq. at Steffes Vingiello &
Mckenzie, LLC serves as counsel to the Debtor.


BURBANK LANDING: Court Approves James Herpin as Counsel
-------------------------------------------------------
Burbank Landing Properties LLC sought and obtained approval from
the U.S. Bankruptcy Court to employ James M. Herpin, Esq., at
Steffes Vingiello & Mckenzie, LLC, as attorney.  Burbank Landing
Properties, LLC filed a Chapter 11 petition (Bankr. M.D. La. Case
No. 12-10191) on Feb. 20, 2012 in Baton Rouge, Louisiana.


CARIBBEAN PETROLEUM: Intertek Claim Tossed by Judge
---------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that a
judge tossed Intertek USA Inc.'s claim for payment in the
bankruptcy of Caribbean Petroleum Corp., which was filed to deal
with damage claims from a 2009 explosion in Puerto Rico.

                     About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., Peter Friedman,
Esq., and Zachary H. Smith, Esq, of Cadwalader, Wickersham & Taft
LLP, in New York, serve as lead counsel to the Debtors.  Mark D.
Collins, Esq., and Jason M. Madron, Esq., of Richards, Layton &
Finger, P.A., in Wilmington, Delaware, serve as local counsel.
The Debtors' financial advisor is FTI Consulting Inc.  The
Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent to the Debtors.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network, which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.

The Fourth Amended Joint Plan of Liquidation for Caribbean
Petroleum and its debtor affiliates became effective on June 3,
2011.


CATHEDRAL CITY: S&P Lowers Rating on Subordinate TABs to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B' from
'BB' on Cathedral City Public Financing Authority, Calif.'s merged
project area subordinate nonhousing tax allocation bonds and
removed the rating from CreditWatch with negative implications,
where it had been placed Oct. 14, 2011. The outlook is stable.

"The downgrade is due to the bonds' diminished debt service
coverage caused by continued declines in assessed values," said
Standard & Poor's credit analyst Michael Stock.

The rating reflects S&P's opinion of:

    The project area's fiscal 2012 maximum annual debt service
    (MADS) coverage of 0.41x after payment of the senior bonds;
    and

    A cash-funded debt service reserve.

"The stable outlook reflects our view of current assessed values
trends, which are in line with the rating level, and of
management's representation that there is sufficient cash held by
the authority for use on near-term debt service. Should assessed
values decline even further or should the authority lose its
control of its cash on hand, further downgrades may be possible,"
S&P said.


CDK INC.: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: CDK, Inc.
        dba Flat Creek Inn & Mark
        fka JPAW, Inc.
        P.O. Box 12710
        Jackson, WY 82301

Bankruptcy Case No.: 12-20529

Chapter 11 Petition Date: May 24, 2012

Court: U.S. Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: (307) 637-0212
                  Fax: (307) 637-0262
                  E-mail: attypaulhunter@prodigy.net

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Carl D. King, owner.


CENTURY MINING: Deutsche Terminates Forward Gold Purchase Deal
--------------------------------------------------------------
White Tiger Gold Ltd. discloses that its wholly-owned subsidiary,
Century Mining Corporation, has received a notice from Deutsche
Bank AG, London Branch, advising that Deutsche Bank has elected to
terminate its Forward Gold Purchase Agreement with Century as a
result of the occurrence and continuation of an event of default.
Century had previously advised Deutsche Bank that Century would
not have sufficient gold production or cash to satisfy its May
2012 obligations.  In connection with the Default, Deutsche Bank
intends to enforce its security on the property of Century,
including Century's Lamaque project in Val d'Or, Quebec and its
San Juan Project in Arequipa Department, Peru.  The Default and
the enforcement proceedings are not expected to affect White
Tiger's Russian assets.

Century has determined to accept and not take steps to remedy the
Default.  Century has taken this decision following a review of
the viability of the Lamaque project in light of ongoing operating
losses and continued lower than anticipated gold production,
combined with Century's continuing obligations to deliver gold
and/or make cash payments under the Forward Agreement.  As a
result of the above decision, White Tiger will no longer be
funding Century's operations or any payments due by Century under
the Forward Agreement.

Operations at Century's Lamaque gold mine in Val d'Or, Quebec were
restarted in January 2010, with the expectation that ore
production would be ramped up to 2,000 tonnes per day by mid-2011.
However, the mine has suffered a series of technical issues that
significantly extended the ramp-up period and the mine continues
to operate at a non-commercial rate of gold production.

Accordingly, Century has not been producing sufficient quantities
of gold to satisfy the gold delivery obligations under the Forward
Agreement.  Where there is a shortfall in any month in the number
of gold ounces deliverable by Century to Deutsche Bank under this
agreement, Century is required to pay to Deutsche Bank an amount
in US dollars equal to the shortfall.  A failure to make any
required payment to Deutsche Bank would result in a default under
the Forward Agreement.

As described in White Tiger's annual information form, audited
annual financial statements and related MD&A for the year ended
Dec. 31, 2011, Century's ability to continue operations at its
Lamaque mine was dependent upon its obtaining additional financing
to fund its exploration and development activities and to bring
its Lamaque mine to its intended capacity.  To this end, White
Tiger solicited lenders and investors in its efforts to obtain
debt and/or equity financing and, as disclosed in White Tiger's
May 11, 2012 press release, White Tiger has also explored the
possible sale of Century's San Juan project as a means of
improving Century's financial situation.  Despite White Tiger's
attempts, these efforts have proved unsuccessful and Century was
unable to negotiate the refinancing of the Forward Agreement with
Deutsche Bank.

At the time of its business combination with Century, White Tiger
outlined its expansion and growth strategy to become a mid-tier
gold producer within five years by creating a balanced portfolio
of exploration/brownfield and producing gold assets through
acquisitions and mergers.  Century was intended to be part of this
plan, as Century possessed a large resource base with the
potential for increased gold production.

Since the completion of business combination in October 2011,
White Tiger has invested more than $30 million and very
significant management time in efforts to achieve commercial gold
production at the Lamaque project.

Century's initial plans were to produce 2,000 tonnes of ore per
day from three portals at the Lamaque mine: 800 tonnes per day
from each of the North Wall and the Flats and 400 tonnes per day
from Sigma West.  Since the completion of the business
combination, Century has spent considerable time and money
developing the North Wall and, during the first quarter of 2012,
it commenced ore stoping from this area.

White Tiger believes the following principal factors (which only
came to light as Century's operational exposure in the North Wall
increased in 2012) affected Century's inability to reach
commercial production.

On Aug. 2, 2011, Micon International Co. Limited completed a
National Instrument 43-101 compliant technical report on the
Lamaque project entitled "Technical Review of The Mining
Plan/Operations And Audit Of The Resource and Reserve Estimates
For The Lamaque Mine Project, City Of Val D'Or, Bourlamaque
Township, Abitibi County, Quebec, Canada, NTS Map 32C/04" (a copy
of which is available on Century's SEDAR profile at www.sedar.com
) (the "2011 Report"), which report was an update of the technical
report prepared on June 24, 2009 by Ross F. Burns, P.Geol, LG and
Callum Mark, M.Sc.; P. Geo., entitled "Technical Review Lamaque
Mine - Re-Opening of the Underground Mining Operation" (the "2009
Report").  As disclosed by Century in its August 11, 2011 press
release, the 2011 Report contained significantly lower estimates
of mineral resources and reserves than those estimated in the 2009
Report.

In the top 1,000 feet of the North Wall, where the mine is
presently operating, the estimated proven and probable reserves
decreased by 50% in terms of ore tonnes and 30% in terms of grade.
Century has attempted to deal with this reduction in estimated
mineral resources and reserves by diamond drilling for potential
replacement resources and changing the development program.

Additionally, the majority of the mineral reserves and resources
in the Lamaque dykes and shears are still below current mining
depths.  The dykes and shears accessed late in the first quarter
of 2012 have performed below expectations, with dykes currently
reporting at widths of 10 feet to 15 feet (compared to the 25 feet
forecast in the 2011 Report) and grades achieved are also less
than the grades estimated in the 2011 Report.  Shears that account
for 89% of North Wall mineral reserves and resources have to date
resulted in an even poorer reconciliation of reserves and
resources to production with much lower actual tonnages and grades
achieved.

Century instituted a diamond drill program after the closing of
the business combination with White Tiger, and this has had some
success in defining new mineralized areas in the North Wall and
Flats, but this has not been successful in replacing the tonnage
or grade of the mineral reserves lost from the 2009 Report to the
2011 Report.

Century's diamond drilling program in Sigma West has been
successful in defining the mineralized dyke in that area. Century
had planned to mine 400 tonnes per day at Sigma West by the end of
the first quarter of 2012, however the province of Quebec Ministry
of Durable Development, Environment and Parks delayed for an
extended period the reopening of Sigma West to allow time for a
crown pillar review.  The delay meant that the Lamaque mine was
not able to access Sigma West ore, which represented 20% of the
planned total crusher ore feed.

Achieving good dilution control has been a principal objective for
Century, and the Lamaque mine has made major improvements in this
area, but despite better control of back height and material
movement, the mine has struggled to maintain consistent mill feed
grades above 2.5 g/t, well below forecast reserve grades.

The Lamaque mine contains substantial reserves and resources.
However, the mine continues to need considerable capital
development to access the deeper reserves and resources.  While
Century targeted production of up to 2,000 tonnes of ore per day
in 2012, the delay at Sigma West and the poor reserve
reconciliations to date mean that continued investment would
entail increasing risk, which if not successful, could have
further jeopardized White Tiger's financial position.

Going forward, White Tiger intends to focus on the continued
development of its Savkino and Nasedkino projects in Eastern
Russia.  The Savkino mine continues to be on target to meet its
expected production of 20,000 ounces of gold in 2012, and White
Tiger is currently developing Phase 2 of the expansion plan at the
Savkino mine with the objective of increasing gold production to
approximately 50,000 ounces in 2013.  In addition, an updated NI
43-101 technical report on the Nasedkino project is being prepared
and is scheduled for completion in the third quarter of 2012.
Based on the results of the updated technical report, White Tiger
will make further determinations regarding future development at
the Nasedkino project.

In light of the developments with Century, the White Tiger board
of directors is reviewing financing alternatives to ensure the
successful development of its Russian assets and White Tiger is
currently in discussions with Kirkland Intertrade Corp. and Unique
Goals International Ltd regarding the proposed loan transactions
described in White Tiger's May 11, 2012 press release.  Depending
upon the results of such discussions, such loan transactions may
be restructured and resubmitted to the TSX for approval.

In addition, White Tiger wishes to announce that Mr. Ricardo
Campoy has resigned as a director of White Tiger.  White Tiger
thanks Mr. Campoy for his contributions.

The scientific and technical information in this press release,
has been approved by Dr. Edmond van Hees, P Geo., who by reason of
education, experience and professional registration, fulfils the
requirements of an independent Qualified Person (QP) as defined in
NI 43-101.


CHESTNUT LLC: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Chestnut, LLC
        10960 Wellworth Avenue
        Los Angeles, CA 90024

Bankruptcy Case No.: 12-28426

Chapter 11 Petition Date: May 25, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Robert N. Kwan

Debtor's Counsel: Raymond H. Aver, Esq.
                  LAW OFFICES OF RAYMOND H. AVER, APC
                  1950 Sawtelle Boulevard, Suite 120
                  Los Angeles, CA 90025
                  Tel: (310) 473-3511
                  Fax: (310) 473-3512
                  E-mail: ray@averlaw.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 five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-28426.pdf

The petition was signed by Dan Dardashti, managing member.


CHURCH STREET: Court Approves $25-Million Sale to Lenders
---------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Keith M. Lundin on Thursday approved a credit bid to sell
Church Street Health Management LLC to a group of its lenders for
$25 million plus their debt, just a few months after fallout from
Medicaid fraud claims pushed the company into bankruptcy.

According to Law360, Judge Lundin agreed to the sale to CSHM LLC,
an entity backed by the Garrison Investment Group and Church
Street's lenders, after no other bids were received at an auction.

                        About Church Street

Church Street Health Management, LLC, a provider of management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.


CITY OF VALLEJO: Police Settles With 61-Year-Old Man for $4.15MM
----------------------------------------------------------------
Peter Alfert, of the law firm of Hinton, Alfert and Kahn and Todd
Boley, of the Law Office of Todd Boley announced that their
client, Macario Dagdagan, received a check for a $4.15 million
settlement from the Vallejo Police Department, the largest police
misconduct settlement in California in the past decade.  The
Federal Civil Rights settlement provides compensation for an
unlawful entry into the home of Mr. Dagdagan that led to him
sustaining serious spinal injuries and immediate paralysis.

On the evening of June 2, 2007, Officers John Boyd and Jason Wentz
entered Mr. Dagdagan's residence shortly before midnight after
responding to a call.  They awoke Mr. Dagdagan, who was asleep in
his bed, to ask him about a citizen complaint.  Mr. Dagdagan then
told the officers to leave, but they arrested him, fired a Taser
at him twice and handcuffed him.  The police officers then engaged
in illegal and violent use of force that dislodged Mr. Dagdagan's
vertebrae and ruptured his disk, causing immediate paralysis and
permanent damage to his spinal cord.

Attorney Peter Alfert stated, "Our client sued because his civil
rights were violated.  Through this settlement, he wants to send a
clear message that all of us must not tolerate police misconduct
and we will hold police accountable.  The police had no
justification for going into the apartment, for arresting Macario,
and certainly no reason to break his neck."

On the night of the incident, after the arrest, a police sergeant
arrived at Mr. Dagdagan's apartment.  He heard the victim say that
his neck was broken and observed and photographed Mr. Dagdagan's
bloody face.  However, neither the sergeant nor anyone in the
department conducted an investigation to determine whether the
officers used excessive force.

Attorney Todd Boley stated, "Under the Fourth Amendment of the
Constitution, the police officers had no right to enter Mr.
Dagdagan's home without a warrant unless it was an immediate
emergency or someone was in danger.  It is also widely accepted
that police officers may only use sufficient force to carry out an
arrest and nothing more.  In this case, the police violated their
oath to uphold the Constitution by entering Mr. Dagdagan's home
without due cause, and they used excessive force.  No one should
have to endure such pain and have their rights violated in such an
egregious fashion."

A Vietnam War veteran who worked his whole life before the
incident, Mr. Dagdagan is now permanently disabled and expects to
have increasingly more expensive healthcare costs in the coming
years as a result of the severe injuries he incurred.

Dagdagan said, "I felt humiliated and degraded by the officers,
and now I have to live with these terrible injuries for the rest
of my life.  The police officers haven't shown any guilt or
compassion for what they did to me, and the police force didn't
launch an investigation even after I was hospitalized.  I live in
constant pain and am afraid even in my own home.  Holding the
Vallejo police department accountable for their actions is the
only thing I can do to ensure this doesn't happen to someone
else."

The settlement comes after a pretrial order in which Federal
District Court Judge Garland Burrell, Jr. of the 9th Circuit
Eastern District Court of California ruled that the officers
violated Mr. Dagdagan's constitutional rights by entering his
residence and arresting him without a warrant.

"This is yet another example of police abusing their trust and
their position and putting their own needs before the needs of
those they serve. In this case, we had an overwhelming amount of
evidence, including the injuries to Macario," said Boley.  "We are
concerned that Vallejo officers and every other law enforcement
agency take steps to ensure that a similar disregard for the law
doesn't happen again.  There should not be a double-standard in
relation to civil rights and the law.  We want accountability and
transparency for those who serve."

Officers Boyd and Wentz were hired by the Richmond police
department after the case; however, the City of Vallejo, which is
currently dealing with bankruptcy that resulted from costly police
pensions, will pay the $4.15 million settlement through their
insurance.

This settlement comes during a time when the failures of police
departments and law enforcement officers have received vast
amounts of media coverage resulting from their lack of
accountability, particularly in failing to launch full
investigations into incidents involving police officers.

                   About Hinton, Alfert and Kahn

The law firm of Hinton, Alfert & Kahn handles --
http://hintonalfert.com/-- serious injury and death cases caused
by the wrongful conduct of others. The reputation of the firm is
built upon the successful results its attorneys have obtained for
clients.

                 About the Law Office of Todd Boley

The Law Office of Todd Boley -- http://boleylaw.com/-- is a
practice that emphasizes civil rights and complex liability
actions.  Mr. Boley draws on over 35 years of experience
representing individuals and governmental agencies.

                     About Vallejo, California

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represented the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.

In August 2011, Vallejo was given green light to exit the
municipal reorganization.   The Chapter 9 plan restructures
$50 million of publicly held debt secured by leases on public
buildings.  Although the Plan doesn't affect pensions, it adjusts
the claims and benefits of current and former city employees.

A federal judge released the city of Vallejo from bankruptcy on
Nov. 1, 2011.


CLOVIS ONE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Clovis One Alluvial, LLC
        3 Monarch Bay Plaza, Suite 103
        Dana Point, CA 92629

Bankruptcy Case No.: 12-16512

Chapter 11 Petition Date: May 24, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  CORCOVELOS LAW GROUP
                  1001 Sixth Street, Suite 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  E-mail: corforlaw@corforlaw.com

Scheduled Assets: $6,001,800

Scheduled Liabilities: $3,958,127

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-16512.pdf

The petition was signed by Randall Driscoll, manager.


COASTAL CONDOS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Coastal Condos, LLC
        234 E. Capitol Street, Suite 200
        Jackson, MS 39201

Bankruptcy Case No.: 12-01746

Chapter 11 Petition Date: May 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Edward Ellington

Debtor's Counsel: Jonathan Bissette, Esq.
                  WELLS MARBLE & HURST, PLLC
                  P.O. Box 131
                  Jackson, MS 39205-0131
                  Tel: (601) 605-6900
                  Fax: (601) 605-6901
                  E-mail: jbissette@wellsmar.com

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

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

The Company's list of its largest unsecured creditors does not
contain any entry.

The petition was signed by William D. Dickson, manager.


COUDERT BROTHERS: Lawyer's Unfinished Work Belongs to Old Firm
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Colleen McMahon in New York wrote
in a 54-page opinion denying a law firm's motions to dismiss a
suit filed by the administrator appointed under Coudert Brothers
LLP's confirmed plan.

The administrator appointed under the confirmed plan sued 10 law
firms that took in partners when Coudert dissolved.  The suit
sought to recover fees earned on matters that weren't completed
when the lawyers left Coudert.

Mr. Rochelle relates that if Judge McMahon's decision is upheld on
appeal, it might prevent some law firms from dissolving by making
partners less inclined to seek greener pastures.  It also might
make hiring of a partner dissatisfied with his or her compensation
less attractive if the new firm is worried about being sued.

Judge McMahon concluded that uncompleted matters are assets of the
dissolving firm, thus requiring departing partners to account to
the defunct firm.   Judge McMahon rejected the idea that the value
of services performed at the new firm can be deducted in toto from
what's owing to the old firm.  She said that a partner's "book of
business" isn't property belonging to the individual partner,
although a firm is free to adopt provisions in the partnership
agreement altering the general rule.

Judge McMahon said she may allow the law firms to take an
immediate appeal to the U.S. Court of Appeals.

Mr. Rochelle points out that to avoid liability to the old firm, a
departing lawyer might violate ethical obligations by refusing to
finish a client's matter at the new firm.  Likewise, the old firm
itself may commit an ethical breach or be liable in malpractice
for failure to complete a client's work.  A departing lawyer's
ethical obligation not to drop a client's matter puts the lawyer
in a bind, given Judge McMahon's opinion, because the client may
not wish to switch lawyers.  If Judge McMahon's decision leads to
significant liability for the new firms, lawyers may find it more
difficult to move from one firm to another.  As a result, firms
like Dewey & LeBoeuf LLP may be less likely in the future to
dissolve.

Judge McMahon's decision is Development Specialists Inc. v. Akin
Gump Strauss Hauer & Feld LLP, 11-cv-5994, U.S. District Court,
Southern District of New York (Manhattan).

                          Dewey Partners

Megan Leonhardt at Bankruptcy Law360 reports that firms picking up
Dewey & LeBoeuf LLP partners should watch their step, experts
warned Friday in light of a New York federal court ruling that
profits former Coudert Brothers LLP partners made on continuing
business belonged to the defunct law firm.

Law360 relates that experts said law firms everywhere should be
taking a second look at how their partnership agreements deal with
unfinished business ? especially those with recent Dewey
defections ? after a judge on Thursday gave Coudert an opening to
recoup money from former partners.

                       About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


CST INDUSTRIES: S&P Withdraws 'CCC' Corp. Credit Rating at Request
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'CCC' corporate credit rating, on Lenexa, Kan.-based storage
tank and cover manufacturer CST Industries Inc. at the issuer's
request.


DARUMA JAPANESE: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Daruma Japanese Steakhouse at Bartram Park, Inc.
        7618 Wexford Club Drive East
        Jacksonville, FL 32256

Bankruptcy Case No.: 12-03516

Chapter 11 Petition Date: May 24, 2012

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

Debtor's Counsel: Brett A Mearkle, Esq.
                  LAW OFFICE OF BRETT A. MEARKLE
                  8777 San Jose Blvd., Suite 801
                  Jacksonville, FL 32217
                  Tel: (904) 352-1342
                  Fax: (904) 352-1814
                  E-mail: bmearkle@mearklelaw.com

Scheduled Assets: $2,808,046

Scheduled Liabilities: $4,510,593

A copy of the list of 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb12-03516.pdf

The petition was signed by Chun Daniels, president.

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Chun Cha Daniels                       11-08485   11/22/11


DAY4 ENERGY: To Transfer Business to 094
----------------------------------------
Day4 Energy Inc. disclosed that Day4 and 0941212 B.C. Ltd. ("094")
a company indirectly owned and controlled by George Rubin
(President and CEO of Day4) and Douglas Keast (Executive Vice-
President and CFO of Day4), have entered into an agreement which
proposes an arrangement among Day4, Day4's shareholders and 094.

Under the Arrangement, Day4 will transfer all of its business,
assets and operations to 094, in exchange for cash consideration
of $500,000 and 094 will assume all of the liabilities of Day4.
The Arrangement will be effected by way of a court approved
statutory plan of arrangement under the Business Corporations Act
(British Columbia).  Following the completion of the Arrangement,
Day4 will have no assets or liabilities other than $500,000 cash.
Following the Arrangement, Day4 will seek to review strategic
alternatives to realize any additional value.  There can be no
assurance that Day4 will realize any additional value.

The completion of the Arrangement is subject to the satisfaction
of a number of conditions including approval of the Arrangement by
the shareholders of Day4, the Supreme Court of British Columbia
and other regulatory approvals.  The Arrangement requires the
approval by at least 66 2/3% of the votes cast by holders of Day4
shares and must also be approved by the holders of Day4's shares
other than those shares held by George Rubin and Douglas Keast.
The Arrangement is exempt from the valuation requirements of
applicable securities legislation as Day4 is considered to be in
financial hardship and the transaction is designed to improve
Day4's financial position.  The transaction was approved by a
special committee of independent Day4 directors.  Prior to the
approval of the transaction, the board of directors obtained a
fairness opinion that the Arrangement is fair, from a financial
point of view, to the shareholders of Day4.

Day4 shareholder approval will be sought at the annual and special
meeting currently scheduled for June 27, 2012.  It is anticipated
that materials for such meeting will be mailed to Day4
shareholders on or about June 1, 2012.  Subject to satisfaction of
all conditions, completion of the Arrangement is expected to occur
on June 29 or such later date as Day4 may announce by press
release.

                             Delisting

Day4 previously announced that it received notice from the Toronto
Stock Exchange that the TSX is reviewing the eligibility for
continued listing of the Company's securities on the Exchange.

In light of the proposed Arrangement and the inability of Day4 to
meet continued listing requirements of the Exchange, Day4's board
of directors have authorized Day4 to apply to the TSX for a
voluntary delisting of its common shares from the Exchange.  Day4
will make a further announcement regarding the specific timing of
the delisting.

                         About Day4 Energy

Day4 Energy -- http://www.day4energy.com/-- is a Canadian company
dedicated to providing high performance photovoltaic (PV)
solutions for residential, commercial and utility scale
installations.  By fundamentally improving on the design and
assembly of solar cells and modules, the Company produces unique
PV panels of high power density, increased lifetime and
uncompromised aesthetic appearance.  Day4 partners with
international technology leaders to develop and deliver IEC- and
UL-certified solar products to customers around the world. Day4
Energy is listed on the TSX under the symbol "DFE".


DELPHI AUTOMOTIVE: S&P Says 'BB+' CCR Unaffected by FCI Unit Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook on
Delphi Automotive PLC (BB+/Stable/--) are not immediately affected
by the Michigan-based parts supplier's announcement that it has
offered about $972 million to acquire the motorized vehicles
division of Bain Capital's FCI Group.

"We believe the acquisition of this automotive connectors business
would be consistent with Delphi's stated business strategy, would
complement Delphi's existing portfolio of connector products, and
would offer the opportunity for good profit generation. We believe
auto connectors have growth potential that exceeds the auto
industry's growth because of rising vehicle electrification, and
the purchase will increase Delphi's position in the market," S&P
said.

"Delphi would finance the acquisition, which it expects to close
by year-end 2012, with cash and revolver borrowings. Leverage will
rise somewhat in the near term because of the acquisition, but we
estimate that adjusted total debt to EBITDA will remain
appropriate for the rating at less than 2x," S&P said.

"Adjusted leverage stood at 1.3x for the 12 months ended March 31,
2012, and we estimate the transaction could cause up to a 60-
basis-point rise in leverage by year-end 2012, depending on the
amount of borrowing versus cash. We had previously stated that the
company has the capacity to make acquisitions of about $1.5
billion in the next three years," S&P said.

"Delphi had $1.4 billion of cash on its balance sheet as of March
31, 2012. At that time, the company had full availability (less $9
million of letters of credit) of its undrawn $1.3 billion
revolver. Delphi has generated good free operating cash flow, $789
million in 2011, and can generate more than $900 million pre-
acquisition in 2012, by our estimate," S&P said.


DELTA AIR: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating (CCR), on Atlanta-based Delta Air
Lines Inc. "We revised the outlook to positive from stable," S&P
said.

"We expect that the company will continue to generate satisfactory
earnings and cash flow and will use free cash flow to gradually
reduce debt," said Standard & Poor's credit analyst Philip
Baggaley. "The revision of the rating outlook reflects the
potential for an upgrade if credit measures improve from earnings
and cash flow gains occurring more rapidly than we currently
anticipate."

"Standard & Poor's CCR reflects a heavy, albeit declining, debt
and lease burden, as well as substantial pension underfunding and
risks associated with the price-competitive, cyclical, and
capital-intensive airline industry. The ratings also reflect the
company's enhanced competitive position and synergies from its
2008 merger with Northwest Airlines Corp. (parent of Northwest
Airlines Inc.). Under our criteria, we categorize Delta's business
risk profile as 'weak,' its financial profile as 'highly
leveraged,' and its liquidity as 'adequate,'" S&P said.

"Delta's weak business risk profile is based in part on the high
risks of the U.S. airline industry. We also consider that Delta
has one of the better competitive positions among the U.S.
airlines, and its operating profitability is currently good,
though subject to risks from volatile fuel prices and U.S. and
global economic conditions," S&P said.

Standard & Poor's economists foresee continued sluggish U.S.
economic growth. Despite the soft economy, Delta and most other
U.S. airlines continue to report robust year-over-year revenue
gains. The revenue outlook benefits from the airline industry's
readiness to pare back capacity and strong corporate profits
supporting business travel, both of which help the balance of
supply and demand.


DJA ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: DJA Enterprises Inc.
        1485 San Clemente Circle
        Corona, CA 92882

Bankruptcy Case No.: 12-22750

Chapter 11 Petition Date: May 24, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Wayne E. Johnson

Debtor's Counsel: David T. Egli, Esq.
                  LAW OFFICE OF DAVID T. EGLI
                  6942 Ed Perkic Street, Suite A
                  Riverside, CA 92504
                  Tel: (951) 710-3536
                  Fax: (951) 840-2285
                  E-mail: daveegli@aol.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 three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-22750.pdf

The petition was signed by Don ALdred, president.


EAGLE POINT: Court OKs Sussman Shank as Bankruptcy Attorneys
------------------------------------------------------------
Eagle Point Developments LLC sought and obtained approval from the
Bankruptcy Court to employ Sussman Shank LLP as attorneys.  Susan
S. Ford, Esq., and Timothy A. Solomon, Esq., lead the engagement.

Sussman Shank disclosed that it received $40,845 on Feb. 1 from
the Debtor for services prior to the bankruptcy filing.

Sussman Shank also received payments from Arthur Critchell Galpin,
who owns 100% of the membership interests in the Debtor, and
another affiliate for representation in matters which affect
multiple affiliates, including the Debtor.  Specifically, the firm
represented Mr. Galpin generally with respect to his business
interests and is currently representing him in connection with his
Chapter 11 case (Bankr. D. Ore. Case No. 12-60362) filed Feb. 2,
2012.  The firm also represented affiliate, Jackson Creek Center,
LLC, in its bankruptcy case (Bankr. D. Ore. Case No. 11-65431),
which was filed Nov. 3, 2011, and dismissed Jan. 30, 2012.

Sussman Shank said Jackson Creek and Mr. Galpin owed the firm
$69,388.96 and $15,961.87, respectively, as of Eagle Point's
bankruptcy.  Within 18 months prior to Eagle Point's filing,
Jackson Creek and Mr. Galpin paid the firm $9,674.25 and
$255,272.26 respectively.

                 About Eagle Point Developments

Medford, Oregon-based Eagle Point Developments LLC developed the
Eagle Point Golf Course, which was built in 1996.  Eagle Point
filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-60353)
on Feb. 1, 2012.  Judge Thomas M. Renn oversees the case, taking
over from Judge Frank R. Alley III.  Sussman Shank LLP serves as
bankruptcy attorneys.  The petition was signed by Arthur Critchell
Galpin, managing member.

Eagle Point's case is jointly administered with Arthur Critchell
Galpin's personal bankruptcy case (Bankr. D. Ore. Case No.
12-60362), which is the lead case.  In schedules, Mr. Galpin
disclosed total assets of $35.7 million and total liabilities of
$51.7 million.


EAGLE POINT: Court Approves Gartland Nelson as Special Counsel
--------------------------------------------------------------
Eagle Point Developments LLC sought and obtained approval from the
Bankruptcy Court to employ Gartland Nelson McCleery & Wade as
special counsel.

Medford, Oregon-based Eagle Point Developments LLC developed the
Eagle Point Golf Course, which was built in 1996.  Eagle Point
filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-60353)
on Feb. 1, 2012.  Judge Thomas M. Renn oversees the case, taking
over from Judge Frank R. Alley III.  Sussman Shank LLP serves as
bankruptcy attorneys.  The petition was signed by Arthur Critchell
Galpin, managing member.

Eagle Point's case is jointly administered with Arthur Critchell
Galpin's personal bankruptcy case (Bankr. D. Ore. Case No.
12-60362), which is the lead case.  In schedules, Mr. Galpin
disclosed total assets of $35.7 million and total liabilities of
$51.7 million.


EAGLE ROCK: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it changed its recovery
rating on Eagle Rock Energy Partners L.P. (EROC), a master limited
partnership (MLP) focused on the upstream and midstream energy
sectors, to '4' from '5', indicating that the lenders would
receive average recovery (30% to 50%) if a payment default occurs.
"We also raised the issue rating on the partnership's $300 million
senior unsecured notes to 'B' from 'B-'. We also affirmed the
corporate credit rating at 'B'. The outlook is stable," S&P said.

"Standard & Poor's ratings on EROC reflect an 'aggressive'
financial risk profile and a 'weak' business risk profile. Credit
risks include the industry's inherent commodity price volatility
and depletion risk, and EROC's relatively modest scale, geographic
concentration, relatively high debt leverage, and the master
limited partnership (MLP) structure, which motivates EROC to pay
out most of its free cash flow (after maintenance capital
spending) to unitholders each quarter. In our view, upstream
businesses are not well suited for the MLP structure due to the
cash flow risk associated with commodity price exposure and
depleting reserves. We expected distribution coverage over the
next few quarters to be lower than 1x, which considerably weakens
the partnership's financial profile," S&P said.

"The risks are partially offset by some fee-based cash flows in
the midstream business unit, and the partnership's significant
commodity price hedges and adequate pro forma liquidity," said
Standard & Poor's credit analyst Manish Consul.

"The outlook on the rating is stable and reflects our expectations
that EROC will adequately manage its recent Crow Creek
acquisition, maintain debt to EBITDA in the 3.5x to 4.0x area with
our adjustments, and keep adequate liquidity. We could lower the
ratings if EROC's debt to EBITDA consistently exceeds 4.5x, which
could result from combination of several factors, such as lower
volumes, lower commodity prices, operational challenges that
result in lower production or higher drilling costs, or a debt-
financed acquisition. We could consider an upgrade if EROC grows
scale with leverage below 4.0x, continues to build its operational
track record, and distribution coverage, which we expect will be
below 1x over the next two quarters, goes steadily back up to
around 1.2x," S&P said.


EMERALD PERFORMANCE: S&P Rates Corp. Credit 'B'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Emerald. The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating (same as
the corporate credit rating) and a '3' recovery rating to Emerald
Performance Materials LLC's $300 million term loan B due 2018. The
recovery rating indicates our expectation of meaningful recovery
(50% to 70%) in the event of a payment default," S&P said.

"The company used the proceeds from the $300 million term loan B
facility and about $8 million in cash to refinance about $253
million in existing first-lien debt, about $30 million in second-
lien debt, repay about $14 million in revolver borrowings, and the
remaining for transaction fees and expenses. Emerald also
refinanced its $75 million asset-based revolving credit facility
and extended the maturities on its $158 million second-lien term
loans as part of this transaction. The second-lien term loan was
reduced to about $158 million by approximately $30 million as part
of this transaction," S&P said.

"The ratings on Emerald reflect its 'highly leveraged' financial
risk profile and 'weak' business risk profile, incorporating
respectable positions in niche products, decent margins, and good
customer and geographic diversity," said Standard & Poor's credit
analyst Henry Fukuchi. "The ratings also reflect 'adequate'
liquidity and gradually improving operating trends, which should
support the financial risk profile in the next few years.
Offsetting these factors are financial policy concerns that
include the risk of additional sponsor dividends, the narrow focus
of its products, a limited track record since its DSM Special
Products acquisition in 2010, potential operational risks, and
exposure to some highly cyclical end markets related to
automotive, tires, coatings and adhesives."

"Based on our 2012 scenario forecasts, we expect credit metrics to
be consistent with a highly leveraged financial risk profile, with
funds from operations (FFO) to total adjusted debt of about 10%
and total adjusted debt to EBITDA of about 5x. We expect modest
improvement in leverage metrics reflecting gradually improving
operating trends. We also expect that management will approach
growth prudently but recognize that financial policy decisions,
including potential dividends, may limit the prospects for
sustained improvement to the financial profile. We expect FFO to
total adjusted debt to be 10%-15% and total adjusted debt to
EBITDA to remain about 5x," S&P said.

"With annual revenues of about $665 million, Emerald manufactures
specialty ingredients and additives to enhance the performance,
appeal, and processing of a broad range of industrial and consumer
products. These include the preservatives, flavors and fragrances,
and flexibility-enhancing agents in food, cosmetics, personal
care, and household products; pigments and dyes used in food,
textiles and paper; performance- and flexibility-enhancing
modifiers in coatings, composites, and rubbers; and polymer
additives to improve durability in rubber, lubricants, and
plastics. These businesses benefit from relatively stable end
markets (food and beverages, household products, personal care,
and pharma), collaboration with customers in product formulations,
and opportunities to participate in related high growth product
categories. For example, Emerald is investing in benzoic acid-
based plasticizers as a potential replacement for phthalate-based
products, which should support increased growth and
profitability," S&P said.

"As a result of these types of investments and ongoing innovations
of new products, we expect favorable operating trends in the next
few years. Although near-term prospects are favorable, earnings
and cash flow will weaken during periods of depressed demand for
the company's products exposed to cyclical end markets. About 33%
of the company's sales are exposed to cyclical markets related to
adhesives, tires, coatings, and automotive," S&P said.

"Emerald's products are important inputs in end-customer
applications because they are typically an essential element to
the quality of the finished product. Its products are often
specified ingredients in customer formulations and products, which
offers the company some protection from competitive products. The
breadth of product offerings within its niche segments are an
added competitive advantage and helps the company attain a
relatively high market share (it is No. 1 in most of its markets).
Potential newcomers need large investments to compete in
relatively small markets and unique chemistries and technologies.
We expect this entry barrier will continue to support Emerald's
market positions. Both customer diversity and geographic diversity
are good with no customer representing more than 5% of total sales
and about 41% of sales generated outside North America," S&P said.

"About half of its sales volume has raw material pass-through
provisions, which has somewhat mitigated margin compression during
periods of high raw material cost volatility. Emerald's EBITDA
margins for the past few years have been in the low to mid teen
percentage area, reflecting the company's ability to manage raw
material cost fluctuations effectively. However, overall
profitability could weaken if substitution becomes an overriding
factor related to the specialties chemical segment's commoditized
products. Although Emerald has mitigated these negative trends
through investments in higher margin products, cost reductions,
and regulatory and compliance hurdles for competitors in the
recent past, we expect this segment will remain vulnerable to this
risk in the near term," S&P said.

"We also expect profitability could weaken as a result of
unforeseen operational challenges (for example, the lock-out at
its Henry, Ill., facility). If another unforeseen business
challenge like this were to occur, it could materially pressure
margins and profitability. Despite these factors and our
expectation for ongoing raw material cost volatility, some pricing
pressures consistent with competitive markets, and a slow economic
improvement, we expect Emerald to maintain EBITDA margins in the
low to mid teen percentage area in the next few years," S&P said.

"The outlook is stable. Although we expect Emerald to remain
highly leveraged, the company's niche positions in key specialty
chemicals and our expectation of adequate liquidity support the
ratings. We expect any midsize acquisitions to be integrated
smoothly," S&P said.

"Despite our expectation for gradually improving operating trends,
credit metrics could weaken if financial policy decisions related
to acquisitions or dividends weaken the financial profile. We
could lower the ratings if such a transaction is material enough
or deterioration in operating conditions, including working
capital management or cash flow generation, is lower than our
expectations," S&P said.

"Based on the downside scenario we are forecasting, we could lower
the ratings if operating margins weaken by more than 2%, or if
volumes decline 15% or more. In our downside scenario, total
adjusted debt to EBITDA would deteriorate to about 6x and FFO to
total adjusted debt would decrease to about 5%. We may also lower
the ratings if unexpected cash outlays or business challenges
reduce the company's liquidity, or if covenant cushions tighten to
less than 10%," S&P said.

"Although we do not expect to do so, we could raise the rating
slightly if profitability continues to improve while liquidity
remains healthy. We could raise the ratings if FFO to total
adjusted debt remains above 15% through a business cycle and
prospects remain stable over time. This would also require an
understanding that financial policies would support a higher
rating," S&P said.


FILENE'S BASEMENT: Judge May Get Mediator Amid Competing Plans
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and Filene's Basement LLC together with
the official shareholders' committee filed a Chapter 11 plan last
week that the creditors' committee opposes.  The plan works from
the assumption that Syms is solvent while Filene's isn't worth
enough to pay its creditors in full.  Even before Syms filed its
plan, the creditors went on record asking the bankruptcy judge for
permission to file a competing plan.  Syms said that the creditor
panel as currently constituted is "largely ineffective and
internally conflicted."

Mr. Rochelle relates that at a hearing May 25, U.S. Bankruptcy
Judge Kevin J. Carey hauled the contending factions into chambers.
When they emerged, the judge arranged another hearing on May 31
for a report on the progress of discussions.  Absent agreement,
Judge Carey said he might appoint a mediator, according to Kevin
Starke from CRT Capital Group LLC, who monitored the hearing.

The Syms plan is based on the concept of selling off the remaining
17 real estate properties over about four years.  From the
proceeds, unsecured creditors of Syms with claims of $60.3 million
will be paid in full over about four years without interest.
Shareholders will retain their stock.  Trade suppliers to
Filene's, with about $8.8 million in claims, will likewise be paid
in full over four years without interest.  Filene's landlords and
other long-term creditors with $36.8 million in claims are being
offered 75% over four years.  The plan is designed to retain the
use of $101 million in tax losses to offset gains on the sale of
real estate, thus enhancing the eventual recovery by shareholders.

Syms, the report relates said in a court filing that the principal
disagreement with creditors concerns control of the board.  The
company says that control would shift to creditors if the real
estate isn't sold quickly enough.  Filene's creditors contend they
are entitled to full recovery because the $33.2 million secured
claim, paid off from the going-out-of-business sales, shouldn't be
charged against Filene's because it was only listed on the books
as a liability of Syms.  The Filene's creditors believe they have
claims against Syms for the use of Filene's trademarks.

In a court filing last week, creditor CRT said if Syms believes
the real estate has value beyond the debt, it "should refinance
and pay out all creditors in full, with interest."  The Syms stock
last traded on May 23 for $9.10. During the bankruptcy, the stock
peaked at $12.65 on Dec. 12, 2011.

                     Debtors' Chapter 11 Plan

BankruptcyData.com reports that Filene's Basement filed with the
U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and
related Disclosure Statement for Syms and Filene's Basement.

"The Debtors have estimated that the aggregate amount of Allowed
Administrative Claims payable under the Plan will be approximately
$19.5 million for Syms and $11.4 million for Filene's," according
to the Disclosure Statement obtained by BankruptcyData.com.

Documents file with the Court also explain, "Because Syms is
solvent, under the Plan, Syms anticipates paying all its creditors
in full. This includes creditors to whom Syms provided guarantees
of certain Filene's liabilities. Syms will retain its real estate
assets and own, manage, lease and dispose of them over time, in a
non-distressed commercially reasonable manner, in order to
maximize the value of these assets. Filene's is insolvent. In
resolution of certain intercompany claims and related matters
concerning the Debtors' historic operations, Syms has agreed that
Filene's creditors will share pro rata in a portion of the
proceeds of Syms' assets."

Meanwhile, Lance Duroni at Bankruptcy Law360 reports that Syms
Corp. unveiled its liquidation plan Friday, promising full payment
for most creditors and an ample recovery for equity holders, but a
bankruptcy judge promptly sent the clothing retailer back to the
negotiating table with unsecured creditors, who claim the plan
unfairly favors shareholders.

At a hearing in Delaware, U.S. Bankruptcy Judge Kevin J. Carey
declined to hear arguments on extending the debtors? exclusive
right to file a plan, which the official committee of unsecured
creditors wanted to end so it could offer a competing plan, Law360
relates.
                         About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

FIRST URANIUM: Asks Shareholders to Approve MWS and Ezulwini Sale
-----------------------------------------------------------------
First Uranium Corporation disclosed to recent media comments
attributable to Olma Investments which suggest that Olma will vote
against the sale of the Company's two main assets.  The Company
has initiated a mailing to its shareholders responding to certain
public statements made by Olma.

As set out in management information circulars issued by the
Company in connection with special meetings to be held on June 13,
2012, the proposed transactions "are the result of an active,
extensive and public process to assess the Company's available
strategic alternatives and represent the most attractive proposal
for its shareholders and debtholders".

In the absence of any other suitable transaction or credible
offer, the Company's Board of Directors has approved the sale of
its subsidiary company holding, Mine Waste Solutions operations to
AngloGold Ashanti Limited and its subsidiary company holding
Ezulwini Mine to Gold One International Limited for $335 and $70
million, respectively.

The management information circulars explain the exhaustive
process undertaken by the Board in order to secure the highest
possible price for each of MWS and Ezulwini.  The Company
contacted approximately 20 potential buyers globally and only
AngloGold and Gold One emerged as bona fide bidders.  No other
credible offer has been received since the announcement of the two
transactions.

John Hick, the Company's lead independent director, said that the
Board had approved the two transactions because they were "the
best option for shareholders with the most certainty to close."
Among other considerations, Mr. Hick said, RBC Capital Markets had
concluded the fairness of the proposed transactions, from a
financial point of view, to the Company and the Board concluded
that they were in the best interests of all of the Company's
shareholders and debtholders.  In addition, the Company obtained
an independent formal valuation of the AngloGold transaction as
required under securities laws for related party transactions.
Paradigm Capital Inc., an independent investment banking firm,
prepared this valuation and concluded that the fair market value
of FUSA is in the range of $229 million to $352 million and the
AngloGold transaction is fair, from a financial point of view to
Shareholders, other than AngloGold.

Mr. Hick rejected Olma's claims that the Company would be better
served filing for bankruptcy protection than accepting the
AngloGold and Gold One transactions.  Under such a scenario, it is
expected that the shareholders would receive no recovery. There is
no better alternative available and the Company faces significant
liquidity constraints with impending debt maturities on June 30,
2012 and March 31, 2013.  The Company has previously disclosed the
challenges facing its two operations, including significant
requirements to fund those operations.

By contrast, the AngloGold and Gold One transactions afford
several benefits to the Company's stakeholders.  First, the
transactions provide shareholders with certainty and immediate
value, without the significant dilution that would be required to
satisfy the obligations owed to the Company's debenture holders
and without the financing risks associated with the continuation
of the Company's business plan.  Second, completion of both
transactions will enable the Company to satisfy all of the
outstanding indebtedness owed to its debtholders as set out in the
circulars.  Lastly, if the transactions are not approved, the
Company and its South African subsidiaries may not be able to
comply with certain South African mining and minerals legislation,
which jeopardizes the Company's mining permits and may ultimately
cause material breaches of certain contracts and therefore
materially impact the recovery of stakeholders and the ability of
the Company to continue as a going concern.

The Board unanimously recommends that shareholders and debtholders
vote FOR the transactions.

Shareholders and debtholders are reminded to vote their proxy FOR
the transactions and all related proposals before the proxy voting
deadline on Monday, June 11, 2012 at 5:00 p.m.

                       About First Uranium

First Uranium Corporation operates the Ezulwini Mine, an
underground mining operation, and Mine Waste Solutions (MWS), a
tailings recovery facility.  Both operations are situated in South
Africa.


FORSYTH-KINGS RIVER: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Forsyth-Kings River Property Management, LLC
        246 W. Shaw Avenue
        Fresno, CA 93704

Bankruptcy Case No.: 12-14716

Chapter 11 Petition Date: May 24, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Thomas H. Armstrong, Esq.
                  5250 N. Palm Avenue, #224
                  Fresno, CA 93704
                  Tel: (559) 447-4700

Scheduled Assets: $1,695,000

Scheduled Liabilities: $966,154

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/caeb12-14716.pdf

The petition was signed by David N. Knudson, Esq., manager.


GOHRS PRINTING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gohrs Printing Services, Inc. a Corporation
        1107 Hess Avenue
        Erie, PA 16503

Bankruptcy Case No.: 12-10758

Chapter 11 Petition Date: May 24, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Erie)

Judge: Thomas P. Agresti

Debtor's Counsel: Lawrence C. Bolla, Esq.
                  QUINN BUSECK LEEMHUIS TOOHEY & KROTO, INC.
                  2222 West Grandview Boulevard
                  Erie, PA 16506-4508
                  Tel: (814) 833-2222
                  E-mail: lbolla@quinnfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/pawb12-10758.pdf

The petition was signed by David Chrzanowski, president.


GRUBB & ELLIS: BGC Files Debtor's Historical Financial Statements
-----------------------------------------------------------------
BGC Partners, Inc. has filed a Current Report on Form 8-K/A with
the Securities and Exchange Commission presenting historical
financial statements for Grubb & Ellis Company and required pro
forma financial information for the combined company.  The Company
does not believe that the pre-bankruptcy financial information for
Grubb & Ellis reflects the ongoing financial condition or
operations of BGC's Real Estate business.  A copy of the
regulatory filing is available for free at http://is.gd/gKZbDC

BGC acquired substantially all of the assets of Grubb & Ellis
following the April 13, 2012 approval of the transaction by the
U.S. Bankruptcy Court for the Southern District of New York.
Subsequently, BGC began integrating Grubb & Ellis into Newmark
Knight Frank, which BGC acquired in October 2011, forming Newmark
Grubb Knight Frank.  The Company continues to expect the
acquisition of Grubb & Ellis to be accretive.

The Company is required under U.S. securities law to file certain
historical financial statements and pro forma financial
information for periods prior to the acquisition of substantially
all of the assets of Grubb & Ellis.  The actual historical
financial results for BGC Partners were not restated, recast, or
changed in any way in today's filing.

While the Grubb & Ellis transaction is deemed a business
combination under U.S. Generally Accepted Accounting Principles,
from a legal and economic perspective, this was an acquisition out
of bankruptcy, in which BGC has acquired only specific assets of
Grubb & Ellis and is not assuming the majority of its liabilities.
The Company will therefore not assume contractual obligations or
other items that inflated pre-bankruptcy Grubb & Ellis expenses
and amplified their historical net losses.  The Company believes
that those assets not acquired and liabilities not assumed are
unnecessary to BGC's businesses, and that therefore the historical
financial statements filed today are not indicative of the ongoing
operations or financial results of Newmark Grubb Knight Frank or
the Company as a whole.

BGC believes that pro forma financial information is also not
indicative of the financial conditions or results of operations
that would have occurred if the acquisition had been consummated
on the dates indicated, nor does it reflect the Company's
expectations for future results.  The pro forma financial
information does not reflect any potential cost savings or other
operational efficiencies that could result from the acquisitions.
The historical financials and the pro forma information contain
unusual and non-recurring expenses incurred during the distressed
period leading up to the Grubb & Ellis bankruptcy.  This financial
information does not include adjustments for expenses with respect
to assets or liabilities not acquired or assumed by BGC.

Howard W. Lutnick, Chairman and Chief Executive Officer of BGC,
said, "We remain very excited about our newly created full-service
commercial real estate brand.  Newmark Grubb Knight Frank has
offices across North America, over 250 million square feet under
Property and Facilities Management, and a national Appraisal
business. We remain confident that our financial strength, world-
class technology and deep industry relationships can be applied to
Newmark Grubb Knight Frank to attract additional top talent, as
well as to create opportunities for synergies and expansion into
new markets while building a dynamic and formidable commercial
real estate platform."

                        About BGC Partners

BGC Partners, Inc. is a leading global brokerage company primarily
servicing the wholesale financial and property markets. Products
include fixed income securities, interest rate swaps, foreign
exchange, equities, equity derivatives, credit derivatives,
commercial real estate, commodities, futures, and structured
products.  BGC also provides a full range of services, including
trade execution, broker-dealer services, clearing, processing,
information, and other back-office services to a broad range of
financial and non-financial institutions.  BGC's integrated
platform is designed to provide flexibility to customers with
regard to price discovery, execution and processing of
transactions, and enables them to use voice, hybrid, or fully
electronic brokerage services in connection with transactions
executed either OTC or through an exchange.

                       About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

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

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.

Several parties in interest have taken an appeal from the sale
order.


HAWKER BEECHCRAFT: Committee Says Lenders' Liens Not All Valid
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official unsecured creditors' committee for
Hawker Beechcraft Inc. will lodge opposition at a hearing today,
May 30, for final approval of a $400 million loan to finance the
bankruptcy reorganization.

According to the report, the committee's opposition latches onto
the company's admission in court filings that the lenders didn't
take proper steps to obtain liens on some completed aircraft.  The
lenders, according to the committee, didn't file documents with
the Federal Aviation Administration soon enough after aircraft
were built.  The committee as a result says that the lenders
aren't entitled to the payment of fees, expenses and interest
during the Chapter 11 case because they're not fully secured.  The
committee also wants the bankruptcy judge to insure that the liens
can be set aside if the proposed plan doesn't work out.

                     About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HOSTESS BRANDS: Works Out Potential Sale to Avoid Liquidation
-------------------------------------------------------------
Sue Zeidler at Thomson Reuters News & Insight reports Hostess
Brands Inc. is in talks with potential buyers and unions as it
tries to stave off liquidation.

According to the report, one source familiar with the negotiations
said the outcome of talks was far from certain as any deal to sell
the company would hinge on Hostess' success in resolving labor
issues.  Industry analysts believe private equity firms are likely
suitors, while Hostess's brands could also be a target for food
companies such as Mexico's Grupo Bimbo and U.S. baker Flower Foods
Inc.

"We are positioned to add new bakeries as needed, enter new
geographic territories, and make acquisitions as we work to build
shareholder value over the long term," the report quotes Flowers
CEO George Deese as saying.  When asked if Flowers was looking at
Hostess, a Flowers spokesman declined comment.

Hostess this month warned all of its 18,500 employees they may be
laid off by mailing notices in accordance with a federal law that
requires companies to give employees 60 days notice before closing
a facility or ordering mass layoffs.

                       Collective Bargaining

The report adds Hostess will go back to bankruptcy court on June 5
for a trial on whether it can reject deals with 10 smaller unions,
covering collective bargaining agreements for nearly 1,200
employees.

According to the report, Hostess's efforts to terminate the CBAs
with its two biggest unions --  the Teamsters and the Bakery,
Confectionery, Tobacco Workers and Grain Millers International
Union -- which represent about 14,000 of Hostess's 18,000
employees, have so far brought mixed results.

Bankruptcy Judge Robert Drain said Hostess could reject some
bargaining agreements with the bakers' union, but ruled against
its effort to reject deals with the Teamsters.  The report relates
the Teamsters declined to comment beyond their statement on May 15
when they hailed as a victory Judge Drain's ruling to deny
Hostess's motion to reject its labor contracts.

The report adds the Teamsters said they recognized the ruling did
not solve Hostess' problems.  "Unfortunately we've been bogged
down in this legal process instead of trying to reach a resolution
that all parties could support.  We remain committed to finding a
solution and urge the company and its lenders to do the same," the
union said.

                        About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HOUGHTON MIFFLIN: Files Motions to Employ Advisors
--------------------------------------------------
BankruptcyData.com reports that Houghton Mifflin Harcourt
Publishing filed with the U.S. Bankruptcy Court motions to retain:

   -- Kurtzman Carson Consultants (Contact: Albert Kass) as
      administrative agent;

   -- Blackstone Advisory Partners (Contact: Flip Huffard) as
      financial advisor for a monthly advisory fee of $175,000
      and a $7 million restructuring fee; and

   -- Paul Weiss Rifkind Wharton & Garrison (Contact: Jeffrey D.
      Saferstein) as attorney at these hourly rates: partner at
      $830 to $1,120, counsel at $760 to $795, associate at $425
      to $720 and paraprofessional at $200 to $250.

                       About Houghton Mifflin

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, Massachusetts, is one of the three largest U.S. education
publishers focusing on the K-12 market with roughly $1.3 billion
of revenue for fiscal year ended December 2011.

Houghton Mifflin Harcourt and its affiliates filed a prepackaged
Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171)
on May 21, 2012.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as
bankruptcy counsel.  Blackstone Advisory Services, LP, is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The Debtor disclosed assets of $2.68 billion and debt totaling
$3.535 billion as of the Chapter 11 filing.


IMPERIAL CAPITAL: Bankruptcy Court Confirms Amended Ch. 11 Plan
---------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court
confirmed Imperial Capital Bancorp's Second Amended Chapter 11
Plan of Reorganization proposed by the Debtors and HoldCo
Advisors.

BankruptcyData.com, citing documents filed with the Court, relays:
"Ultimately, after numerous discussions and extensive analysis of
the costs and benefits of a plan of liquidation and a plan of
reorganization, the Plan Proponents determined that a plan of
reorganization would best maximize value for the Debtor's Estate.
Holdco delivered to the Debtor a letter informing the Debtor that
it supported a reorganization, and a Term Sheet setting forth the
material terms of that reorganization. The Debtor and Holdco, on
behalf of itself and certain other creditors, thereafter
negotiated the terms of the Plan and each believes the Plan will
maximize recoveries for the Debtor's estate."

                  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.


JAMAL LEWIS: U.S. Trustee Seeks Case Dismissal or Conversion
------------------------------------------------------------
UPI.com reports there's June 5 hearing to consider the request of
the U.S. trustee to dismiss the Chapter 11 case of former
Baltimore Ravens running back Jamal Lewis or convert the case to a
Chapter 7 liquidation because Mr. Lewis hasn't provided certain
financial information and has not yet appeared for an interview in
the case.

Jamal Lewis filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case
No. 12-58938) on April 3, 2012.  Mr. Lewis helped the Ravens win
the Super Bowl in 2001.  According to the Baltimore Sun, Mr. Lewis
listed assets of about $14.5 million and owes about $10.5 million.
Mr. Lewis owes Bank of America $947,876 and $260,000, and Mercedes
Benz $113,000, among other companies.


JENSEN FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jensen Farms
        28948 CR 30.5
        Holly, CO 81047

Bankruptcy Case No.: 12-20982

Chapter 11 Petition Date: May 25, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Donald D. Allen, Esq.
                  MARKUS WILLIAMS YOUNG & ZIMMERMANN, LLC
                  1700 Lincoln Street, Suite 4000
                  Denver, CO 80203
                  Tel: (303) 830-0800
                  E-mail: dallen@markuswilliams.com

                             - and ?

                  James T. Markus, Esq.
                  MARKUS WILLIAMS YOUNG & ZIMMERMANN, LLC
                  1700 Lincoln Street, Suite 4000
                  Denver, CO 80203
                  Tel: (303) 830-0800
                  Fax: (303) 830-0809
                  E-mail: jmarkus@markuswilliams.com

Debtor's
Special
Partnership
Counsel:          LAW OFFICES OF MICHAEL W. CALLAHAN LLC

Debtor's
Special
Listeria
Claims
Counsel:          RICHARD C. MAXWELL AND WOODS ROGERS PLC

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob12-20982.pdf

The petition was signed by Eric S. Jensen, president of ESJ, Inc.,
general partner.


JORDAN HOSPITAL: S&P Affirms 'BB-' Rating on $81-Mil. Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook to
stable from positive and affirmed its 'BB-' rating on
Massachusetts Development Finance Agency's $81 million series
1992B, 1998D, and 2003E bonds issued for Jordan Hospital.

"The outlook change reflects our opinion of the hospital's lower-
than-expected fiscal year 2011 breakeven operating results as well
as a growing operating loss from ongoing operations expected in
2012," said Standard & Poor's credit analyst Cynthia Keller.
"Although it is likely that Jordan's 2012 recognition of several
one-time positive revenue items will result in highly positive
operating income, our focus remains on income from operations,
which has deteriorated this past year," said Ms. Keller.

"According to management, Jordan has initiated a plan to remove
$7.5 million of expenses from Jordan's cost base and is
aggressively seeking additional volume. If successful, Standard &
Poor's could consider a positive outlook again once Jordan's
earnings and volumes stabilize and as long as the balance sheet
continues to improve," S&P said.

"The stable outlook reflects Standard & Poor's assessment of the
increased cushion provided by rising unrestricted reserves, which
somewhat offset recently softer earnings. A lower rating could be
possible with a multiyear return to negative earnings or if market
share decreases because Standard & Poor's considers Jordan's
leading market position a very important rating factor. A higher
rating or positive outlook, while possible in the future, is
unlikely during the one-year time frame of our speculative-grade
outlook horizon because Jordan will need to demonstrate a leveling
of volumes and a longer trend of consistently positive earnings.
Additional debt, while not currently contemplated, would be a
negative rating factor because Standard & Poor's considers
Jordan's debt levels already moderately high," S&P said.

Jordan Hospital operates a 155-bed acute-care hospital in
Plymouth, Mass.


M/I HOMES: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on M/I
Homes Inc. to stable from negative. "At the same time, we affirmed
our 'B-' corporate credit and senior unsecured debt ratings on the
company and revised our recovery rating on the homebuilder's
senior unsecured debt to '3' from '4', indicating a meaningful
(50%-70%) recovery for unsecured note holders in the event of a
payment default," S&P said.

"The outlook revision acknowledges M/I Homes' recently
strengthened liquidity position and incorporates our view that
national single-family housing fundamentals are slowly improving,"
said credit analyst Eugene Nusinzon. "We expect M/I Homes to
maintain adequate liquidity, while investing the bulk of its cash
in new communities to bolster sales and gross margins to levels
that support gradually improving profitability over the next one
to two years."

"We could lower our ratings if the single-family housing market
takes another downward turn such that profitability materially
weakens or liquidity becomes less than adequate, perhaps due to
more aggressive land investment activity than we currently
anticipate. Upward rating momentum could be driven by an expanded,
more evenly diversified platform that produces stronger EBITDA-
based credit metrics," S&P said.


M & E BROTHERS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: M & E Brothers, LLC
        fka California City Prime Properties, LLC
        15475 Willow Ranch Trail
        Poway, CA 92064

Bankruptcy Case No.: 12-07471

Chapter 11 Petition Date: May 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Craig S. Trenton, Esq.
                  BREEN OLSON & TRENTON, LLP
                  2150 Fourth Avenue
                  San Diego, CA 92101
                  Tel: (619) 544-0669
                  Fax: (619) 544-0233
                  E-mail: trentonlaw@gmail.com

Scheduled Assets: $1,214,550

Scheduled Liabilities: $1,948,609

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/casb12-07471.pdf

The petition was signed by Flor De Lys Barawid, member.


MADISON 92: Hotel to Be Sold for $82MM Under Confirmed Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Madison 92nd Street Associates LLC's Manhattan hotel
will be sold for $82 million cash to an affiliate of RLJ Lodging
Trust as the result of a confirmation order signed on May 25 by
the bankruptcy court approving a reorganization plan.

According to the report, RLJ is a real estate investment trust
with 140 hotel properties.  It emerged with the best offer at an
auction in April.  The bankruptcy court approved RLJ as having the
best offer on May 3.

The report relates that the plan first pays off the $74 million
secured claim of General Electric Capital Corp. There is another
$1.4 million in unsecured claims, according to the explanatory
disclosure statement.  Agreement on a sale strategy coupled with a
plan was developed with help from an examiner appointed at the
behest of U.S. Bankruptcy Judge Stuart M. Bernstein.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  Cushman & Wakefield Sonnenblick Goldman, LLC
serves as financial advisors.  It scheduled $84,471,069 in assets
and $75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.

The cornerstone of the Debtor's Plan is the sale of the hotel and
pursuit of causes of action.  It is expected, but not guaranteed,
that the net sale proceeds will be sufficient to pay all creditors
in full.

The Court authorized Debtor to sell substantially all of the
estate's real estate assets in an auction led by CIM Group
Acquisitions, LLC.


MARIANA RETIREMENT FUND: Removes 2006 Lawsuit to Bankr. Court
-------------------------------------------------------------
Andrew O. de Guzman at Marianas Variety reports Braddock Huesman,
counsel to the Northern Mariana Islands Retirement Fund, filed a
notice of removal of a 2006 lawsuit against the CNMI government
from the CNMI Superior Court to the U.S. Bankruptcy Court.

According to the report, in that lawsuit, Superior Court Judge
Kenneth L. Govendo ordered the submission by parties of an agreed
solution by June 15, 2012, otherwise Judge Govendo would entertain
motions for receivership.  In 2009, Judge Govendo granted a
default judgment of $231,689,475 in favor of the Fund. The amount
has yet to be paid, and Judge Govendo issued an order that amended
the amount due under the judgment to roughly $336 million.

The report relates Mr. Huesman asked the federal court for a
requested referral of the lawsuit to U.S. Bankruptcy Judge Robert
J. Faris "of all claims, causes of action and efforts of
collection" against the CNMI government.  Mr. Huesman told the
federal court: "Essentially, the nature of the commonwealth action
is to recover for the CNMI government's breach of its contractual,
statutory and/or constitutional obligations to pay employer
contributions to the debtor Retirement Fund."

The report quotes Mr. Huesman said, "The judgment entered in the
commonwealth action, as amended, represents a significant asset of
the debtor's estate, the resolution and/or liquidation of which
will impact the debtor's Chapter 11 case substantially."  Mr.
Huesman said the action can be administered by Bankruptcy Judge
Faris to whom the Fund's Chapter 11 case was referred and
assigned.

"The activities necessary to collect the judgment obtained in the
commonwealth action constitute components of a broader-scale
effort to recover and administer assets belonging to the debtor,
namely statutorily and contractually obligated employer
contributions to the debtor that have not been paid and which are
necessary to the debtor's restructuring efforts.  Removal of the
commonwealth action best facilitates the debtor's goals of
efficiently and timely administering the debtor's affairs and
assets through Chapter 11 case by concentrating all matters
related to the debtor before one court," the report quotes Mr.
Huesman as saying.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.  The case has been reassigned to U.S.
Bankruptcy Court for the District of Hawaii Chief Bankruptcy Judge
Robert J. Faris.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The Fund filed schedules disclosing $610,000,012 in assets and
$93,183 in liabilities.  The Fund said $297,879,389 of its
personal property consists of receivables owed to the Debtor by
the CNMI and certain of the local government's agencies and public
corporations.  The Fund also said a significant portion of the
Debtor's unsecured, non-priority, liabilities consist of un-
liquidated amounts owed to Fund members.  The Fund said
liquidation of those amounts will likely require completion of the
Debtor's ongoing actuarial analysis.

The Office of the U.S. Trustee for Region 15 appointed seven
members to serve on the official committee of unsecured creditors
in the Chapter 11 case of the Northern Mariana Islands Retirement
Fund.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.  A hearing has been set for
June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Files 6 Suits vs. Commonwealth Entities
----------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
Northern Mariana Islands Retirement Fund filed six lawsuits as
part of its Chapter 11 case against various commonwealth entities,
including two against the Northern Mariana Islands government, in
an attempt to collect millions of dollars it says it is owed
before the pension becomes so depleted it has to cut off benefits.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.  A hearing has been set for
June 1 on the Motions to Dismiss.


MERIDIAN SHOPPING: Files Amended List of Largest Unsec. Creditors
-----------------------------------------------------------------
Meridian Shopping Center LLC filed an amended list of its largest
unsecured creditors, disclosing:

      Entity                    Nature of Claim      Claim Amount
      ------                    ---------------      ------------
Discount Cigarette              Security Deposit            3,100
4614 Meridian Avenue
San Jose, CA 95124


Dryclean Plus                   Security Deposit            2,250
4644-B Meridian Avenue
San Jose CA 95126

East West Bank                   Meridian Shopping     10,983,972
135 N. Los Robles Avenue         Center
7th Floor                        4602-4644B            (9,227,204
Pasadena, CA 91101               Meridian Avenue         Secured)
                                 San Jose, CA
                                 95124

Franchise Tax Board              Bank & Corporate             800
Bankruptcy Section MS A 340      Taxes

Go Catering Club                 Security Deposit           6,048
4622 Meridian Avenue
San Jose, CA 95124

Hacienda Barbers                 Security Deposit           3,600
4630 Meridian Avenue
San Jose, CA 95124

Happy Trails Cyclery             Security Deposit           1,050
4640-B Meridian Avenue
San Jose, CA 95124

Molly Maids                      Security Deposit             620
4638 Meridian Avenue
San Jose, CA 95124

Rpzenhard Family                 Security Deposit           3,900
Chriopractic
4620-B Meridian Avenue
San Jose, CA 95124

Setareh Market                   Security Deposit           8,000
4644 Meridian Avenue
San Jose, CA 95124

Sushi Factory                    Security Deposit          10,952
4632 Meridian Avenue
San Jose, CA 95124

Water World                      Security Deposit           4,077
4624-B Meridian Avenue
San Jose, CA 95124

Zen Spa & Nails                  Security Deposit             950
4616 Meridian Avenue
San Jose, CA 95124

Ziba Restaurant                  Security Deposit           3,900
4628 Meridian Avenue
San Jose, CA 95124

Meridian Shopping Center LLC owns and operates the shopping center
Meridian Park Plaza in Milpitas, California.  Meridian Shopping
Center filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case
No. 12-50380) on Jan. 18, 2012.  Judge Stephen L. Johnson presides
over the case.  The Debtor scheduled $14,000,000 in assets and
$10,912,623 in liabilities.  The petition was signed by John Wynn,
manager.


MILLTOWN ROAD: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Milltown Road Acquisitions, LLC
        1333 North Avenue, #431
        New Rochelle, NY 10804

Bankruptcy Case No.: 12-23003

Chapter 11 Petition Date: May 25, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA, LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.com
                          penachio.anne@gmail.com

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

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

The Company's list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-23003.pdf

The petition was signed by Louis H. Helthaus, managing member.


MORGAN INDUSTRIES: Hearing on $1.4MM BofA DIP Loan Moved to June 1
------------------------------------------------------------------
The Bankruptcy Court in New Jersey adjourned to June 1 at 10:00
a.m. the hearing on the request of Morgan Industries Corporation
and its affiliates for approval of postpetition financing.  The
hearing was originally set for May 29 at 10:00 a.m.

Earlier this month, Judge Michael B. Kaplan gave the Debtors
interim authority to borrow $750,000 from a $1.4 million
postpetition secured credit facility committed by Bank of America
N.A.  The Debtors were also permitted access to cash securing
obligations to their prepetition lenders.  BofA also serves as
agent under the prepetition secured loans.  As of the petition
date, the Debtors owed $12.76 million under two term loans;
$836,912 under three funded letters of credit; and $2.01 million
under three unfunded letters of credit.

The DIP financing and cash collateral will be used to finance the
Debtors' operations as they pursue a sale of their assets.

The Debtors propose to grant the lenders replacement liens as
adequate protection of the lenders' interest in the collateral on
account of the Debtors' use and any decline in value of the
collateral.  The replacement liens will be subject, however, to
prior perfected security interests held as of the petition date by
(i) GE Capital Finance on certain inventory; (ii) Salisbury
Wicomico Economic Development Inc. on real property owned by one
of the Debtors, Salisbury 20 Acres, LLC, in Wicomico County,
Maryland, and (iii) Textron Financial Corp. on real property owned
by debtor Luhrs Corporation, in Palatka, Florida.

The DIP facility requires the Debtors to file a request by May 21
seeking approval of guidelines that will govern the asset sale,
and secure Court approval of the sale by June 28.  A sale motion
has not been filed as of press time.

The Debtors own three manufacturing facilities located in
Millville, New Jersey; Alachua, Florida; and St. Augustine,
Florida, as well as properties in Salisbury, Maryland and Palatka,
Florida.  The Debtors' Real Estate has been valued at $19.09
million by independent appraisers engaged by BofA.  Further, the
Debtors have said substantial value resides within the trade names
associated with the Debtors' brands as well as the established
distribution networks that have been developed over many years
between the Debtors and their over 170 independent dealers
worldwide.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents the bank.

                   About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.


MORGAN INDUSTRIES: Wins Approval to Hire Arent Fox as Counsel
-------------------------------------------------------------
Morgan Industries Corporation and its debtor-affiliates received
the green light to hire Arent Fox LLP as their bankruptcy
attorneys, nunc pro tunc to the bankruptcy filing date under a
general retainer.

On Feb. 28, 2012, the Debtors engaged Arent Fox to provide advice
in connection with, among other things, their debt restructuring
and recapitalization options and preparation for the commencement
of the Chapter 11 cases.  This representation has included, among
other things, structuring, negotiating, and preparing legal
documentation to file the Chapter 11 cases.

Arent Fox partner Robert M. Hirsh, Esq., is primarily responsible
for Arent Fox's representation of the Debtors.

Arent Fox will charge for its legal services at these hourly
rates:

     (a) Partners: $525 - $860
     (b) Of Counsel: $505 - $820
     (c) Associates: $290 - $550
     (d) Paraprofessionals: $160 - $295

Arent Fox received a $75,000 retainer of which none remains, and
was paid $120,818 after a voluntary write-off of $16,479 for its
March 2012 invoice with respect to its prepetition representation
of the Debtors.

Mr. Hirsh attests Arent Fox and its attorneys have no connection
with and no interests adverse to the Debtors, their creditors, the
estates, or any other party in interest or their respective
attorneys or accountants in matters relating to the Debtors and
their estates.  Moreover, Arent Fox (i) does not hold or represent
any interest adverse to the Debtors with respect to the matters
for which it is being retained, (ii) Arent Fox is a "disinterested
person" as that phrase is defined in section 101(14) of the
Bankruptcy Code (as modified by section 1103(b) of the Bankruptcy
Code), (iii) neither Arent Fox nor its professionals have any
connection with the Debtors, their estates or creditors, and (iv)
Arent Fox's employment is necessary and in the best interests of
the Debtors' and their estates.

                   About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN INDUSTRIES: Can Hire Katz Kane as Investment Banker
----------------------------------------------------------
Morgan Industries Corp. and its debtor-affiliates won bankruptcy
court authority to employ Katz, Kane & Co. LLC as investment
banker to the Debtors nunc pro tunc to May 2, 2012, to continue
the formal marketing process for a potential sale of the Debtors'
assets and explore all possible restructuring alternatives
available to the Debtors' estates.

Prior to the Petition Date, New York-based KKC conducted an in-
depth analysis of the Debtors' corporate and capital structures,
operations and assets as well as the global industry the Debtors
participate in.

The Debtors will pay the firm according to this fee structure:

     (i) The Debtors will pay KKC a monthly retainer fee for the
         period of two months commencing May 2 of $85,000 due on
         May 31, 2012 and $50,000 due June 25;

    (ii) The firm will receive a Sale Transaction Fee at the
         closing of a sale to be calculated as the greater of:

         (1) $200,000; or

         (2) 5% of the Sale Transaction Value -- In the case of
             a sale involving the sale of substantially all of
             the assets of, or at least a majority of the voting
             equity securities of the Debtors, KKC will receive
             5% of the Sale Transaction Value.  In the event
             that more than one Sale Transaction occurs (such
             as in the event of the sale by separate transactions
             of multiple subsidiaries or affiliates of the Morgan
             Industries), the Sale Transaction Value will be
             calculated based on the aggregate of each Sale
             Transaction; provided that the Sale Transaction
             Value will not include those Sale Transactions that
             require a separate third party professional to be
             retained to sell real estate or equipment.  The
             "Sale Transaction Value" will be the value of the
             consideration paid in connection with a Transaction.

   (iii) Expense Reimbursement. The Debtors agree to reimburse
         KKC periodically, upon request, and upon termination of
         services pursuant to the Agreement for reasonable
         expenses, including travel costs, document production
         and other expenses of this type, arising in connection
         with any matter referred to in the Agreement.  KKC will
         obtain pre-approval from the Company for any expenses
         above $5,000 in the aggregate.

The Debtors will also indemnify the firm.

Jonathan Katz, a Managing Partner of KKC, attests his firm has
informed the Debtors that (a) it has no connection with the
Debtors, their creditors or other parties in interest in these
cases; (b) it does not hold any interest adverse
to the Debtors' estates; (c) it is not owed any prepetition
amounts from the Debtors; and (d) it believes it is a
"disinterested person" as defined in 11 U.S.C. Section 101(14).

The firm may be reached at:

          Jonathan Katz
          KATZ, KANE & CO. LLC
          1221 Avenue of the Americas, 42nd Floor
          10020 New York  NY
          Tel: (646) 504-2075
          E-mail: jkatz@katzkane.com

                   About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN INDUSTRIES: Lowenstein Sandler Represents 5-Member Panel
---------------------------------------------------------------
The newly minted Official Committee of Unsecured Creditors in the
Chapter 11 cases of Morgan Industries Corporation and its debtor-
affiliates has hired bankruptcy counsel:

         Kenneth A. Rosen, Esq.
         LOWENSTEIN SANDLER PC
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

The U.S. Trustee for Region 3 appointed five committee members:

          (1) William Englett
              Volvo Penta of the Americas LLC
              1300 Volvo Penta Drive
              Chesapeake, VA 23320
              Tel: 757-436-5138
              Fax: 757-436-5151

          (2) Mark Ploch
              Doyle Ploch Sailmakers
              2233 3rd Ave., S.
              St. Petersburg, FL 33712
              Tel: 727-471-2040
              Fax: 727-471-2041

          (3) Thomas Sharkey
              Selden Mast Inc.
              4668 Franchise Street
              North Charleston, SC 29418
              Tel: 843-760-6278 ext. 208
              Fax: 843-329-6669

          (4) Michael Abreu
              Rex Lumber Company
              840 Main Street
              Acton, MA 01720
              Tel: 978-263-0055 ext. 1245
              Fax: 978-635-8023

          (5) Kenneth R. Tadle
              Mastry Engine Center LLC
              2801 Anvil Street North
              St. Petersburg, FL 33710
              Tel: 727-522-9471 ext. 220
              Fax: 727-527-7013

                   About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN INDUSTRIES: BofA Disputes Hiring of Real Estate Broker
-------------------------------------------------------------
Secured lender Bank of America N.A., lodged a limited objection to
the request of Morgan Industries Corp. and its debtor-affiliates
to employ GA Keen Realty Advisors LLC as special real estate
advisor to assist in the marketing and selling of certain
property.  BofA specifically disputes a provision in the retention
agreement that requires the bank to pay a "credit bid fee" equal
to 1.5% of any credit bid made by the bank on the Debtors'
properties in the event BofA ultimately successfully credit bids
for any of the properties.  The provision, BofA noted, would
require the bank to pay the amount regardless of whether GA Keen
is able to secure any offers on the properties, including if BofA
is forced to credit bid to protect its collateral interest in the
properties where GA Keen secures no third party bidders or
unsatisfactory third party bid amounts.

BofA also said it has not received a copy of any marketing plan or
proposal from GA Keen outlining its strategy to market and sell
properties located in three different states.  Given the lack of
information received to date from the proposed broker, BofA said
it objects to the proposed payment of fees to the broker as the
bank is unable to analyze the reasonableness of any "out of
pocket" fees and expenses as well as a $35,000 fee for the
"marketing plan and budget".  BofA said it is unable to assess the
ability of GA Keen to effectively market and sell real property.

In their request, the Debtors seek to employ GE Keen from May 11,
the date of the Debtors' execution of the retention agreement
through the confirmation of a plan of reorganization, the closing
of the Properties transaction approved by the Court, or a period
of 10 months, whichever comes first, which term can be extended.

Mark P. Naughton, Senior Vice President and General Counsel of
Great American Group, LLC, managing member of GA Keen, attests his
firm has no known connection to the Debtors, their creditors, or
any other party in interest.

The Debtors and GA Keen have agreed that the firm will be entitled
to receive a commission of 5% of the Gross Proceeds from the
Transaction, plus reimbursement of marketing costs which will be
capped at $35,000.  GA Keen will not be billing the Debtors by the
hour and will not be keeping records of time spent for
professional services rendered in the cases.

                   About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


NEBRASKA BOOK: Secures Exit Loan, Few Plan Objections
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nebraska Book Co. will open the confirmation hearing
today, May 30, for approval of the reorganization plan by telling
the judge almost all objections were resolved.

According to the report, last week the company removed an
impediment to confirmation when the judge approved paying a 4% fee
to lenders in return for waiver of violation of a covenant on the
commitment for an $80 million loan to help finance the
reorganization.  There were no objections to payment of the waiver
fee.

The plan, the report relates, gives the new stock plus a new $100
million second-lien note to holders of the existing $200 million
in second-lien debt, for a projected 81% recovery.  The plan is
now supported by holders of subordinated debt after second-lien
noteholders improved their treatment.  Holders of subordinated
debt and general unsecured creditors are to receive an improved
package of warrants or cash of equivalent value. Existing
shareholders and holders of $77 million in notes issued by the
holding company are to receive nothing.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.

The company has a confirmation hearing scheduled on May 30 for
approval of a revised reorganization plan.  The plan gives the new
stock plus a new $100 million second-lien note to holders of the
existing $200 million in second-lien debt, for a projected 81
percent recovery.


NINALITA MANAGEMENT: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ninalita Management, LLC
        P.O. Box 3867
        Cary, NC 27519

Bankruptcy Case No.: 12-03921

Chapter 11 Petition Date: May 24, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: J.M. Cook, Esq.
                  J.M. COOK, P.A.
                  5886 Faringdon Place, Suite 100
                  Raleigh, NC 27609
                  Tel: (919) 675-2411
                  E-mail: J.M.Cook@jmcookesq.com

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

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

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Ninalita Trucking, LLC                 12-03924   5/24/12
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

A copy of Ninalita Management's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nceb12-03921.pdf

A copy of Ninalita Trucking's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nceb12-03924.pdf

The petitions were signed by William A. Walsh, Jr., member-
manager.


ON ASSIGNMENT: S&P Gives 'BB-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Calabasas, Calif.-
based On Assignment Inc. its 'BB-' corporate credit rating. The
rating outlook is stable.

"We also assigned the company's $540 million senior secured credit
facility our 'BB-' issue-level rating (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of meaningful (50% to 70%) recovery for
lenders in the event of a payment default. The facility consists
of a $100 million term loan A due 2017, a $365 million term loan B
due 2019, and a $75 million revolver due 2017. The company used
the net proceeds and newly issued common stock to pay for its May
2012 $600 million acquisition of Apex Systems Inc. (unrated) and
to refinance its existing debt," S&P said.

"The 'BB-' rating reflects our expectation that On Assignment will
be able to reduce leverage, generate positive discretionary cash
flow, and maintain an adequate cushion of covenant compliance over
the intermediate term," said Standard & Poor's credit analyst Hal
Diamond. "We view the company's business risk profile as 'weak'
(based on our criteria) because of the cyclical nature of the
staffing business and its small market share in a fragmented and
highly competitive industry. We view On Assignment's financial
risk profile as 'significant,' based on its moderately high pro
forma debt-to-EBITDA ratio relative to its scale of operations. We
expect pro forma leverage, adjusted for operating leases, to
decline to the high-3x area in the second half of 2012."

"The stable rating outlook reflects our expectation that On
Assignment will continue to reduce lease-adjusted leverage,
generate positive discretionary cash flow, and maintain an
adequate cushion of compliance with its covenants. We could lower
the rating if operating performance weakens, leverage increases
above 4.25x, and the cushion of compliance with covenants narrows
below 15%. This could occur if EBITDA fails to grow at least 7%
from Dec. 31, 2011 levels," S&P said.

"Although less likely over the intermediate term, we could raise
the rating if the company profitably and meaningfully increases
its scale, preserves it current EBITDA margin, and significantly
reduces leverage," S&P said.


OTTILIO PROPERTIES: Files List of 10 Largest Unsecured Creditors
----------------------------------------------------------------
Ottilio Properties, LLC, filed with the U.S. Bankruptcy Court for
the District of New Jersey a list of creditors holding the 10
largest unsecured claims:

  Name of creditor             Nature of claim   Amount of Claim
  ----------------             ---------------   ---------------
Genova, Bums & Giantomasi
494 Broad Street
Newark NJ 07102               Unpaid Legal Fees           $60,000

PSE&G
80 Park Plaza
Newark, NJ 07102-4194         Unpaid utilities            $55,000

Broege, Neuman, Fischer & Shaver
25 Abe Voorhees Drive
Manasquan NJ 08736            Unpaid Legal Fees           $30,000

Maynard Electric                                          $22,000

Montenegro, Thompson,
Montenegro & Genz             Unpaid Legal Fees            $12,212

Peter Totta Financial         Accounting                    $9,000

Lertch Disposal Co., Inc.     Judgment Entered in
                              Superior Court of
                              New Jersey, Law Division,
                              Monmouth County, Docket
                              No.: F-14-104-10. Listed
                              for notice purposes.          $5,593

Shotmeyer Brothers            Unpaid Oil Bi11               $2,480

Jersey Central Power & Light  Unpaid Legal Fees            Unknown

Marshall & Moran              Court appointed rent
                              receiver in foreclosure
                              action - Valley Nat'l Bank
                              vs. Ottilio Properties,
                              Docket No.: F-14-104-10.
                              Listed for notice purposes.  Unknown

Totowa, New Jersey-based Ottilio Properties LLC owns the Ottilio
Building at 555 Preakness Avenue.  The building, built in the
1960s, is a well-known architectural oddity in Totowa.  The
building was erected by demolition contractor Carmen Ottilio, who
adorned the lobby with stone fixtures from the old Paramount
Theater in Manhattan and installed at the entrance a 20-foot-high
wrought-iron gate, salvaged from the Vatican pavilion at the 1964
New York World's Fair.

Ottilio Properties filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 12-22318) in Newark on May 11, 2012.  The Debtor estimated
assets of up to $50 million and debt of up to $10 million in its
Chapter 11 petition.  Kenneth J. Rosellini, Esq., at Ottilio
Building, serves as the Debtor's counsel.

Ottilio Properties first filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 11-34641) on Aug. 18, 2011.  But in December 2011,
Valley National Bank successfully won dismissal of the case
arguing that the filing was made in bad faith, as it was a
desperate effort to delay a foreclosure sale.  The Hon. Morris
Stern dismissed the 2011 case.

Judge Stern has been assigned to the new case.


PHILADELPHIA ORCHESTRA: Files Plan of Reorganization
----------------------------------------------------
The Philadelphia Orchestra Association and its wholly owned
subsidiary, the Academy of Music, Inc., has filed with the United
States Bankruptcy Court its Plan of Reorganization (POR) and
Disclosure Statement, signaling its organizational and financial
preparedness to exit from Chapter 11 bankruptcy protection.

In filing for reorganization on April 16, 2011, The Philadelphia
Orchestra Association detailed several goals that needed to be
accomplished to ensure long-term financial health for the
organization, including preserving artistic excellence.  These
goals included a renewed collective bargaining agreement with the
musicians of The Philadelphia Orchestra; a shift away from its
defined benefit pension plans, including an exit from the American
Federation of Musicians and Employers' Pension Fund (AFM-EPF); a
renegotiation of its lease with the Kimmel Center; and a
resolution of its challenged business relationship with Peter Nero
and the Philly Pops (PNPP).

Every goal detailed at the outset of this difficult yet necessary
process has been accomplished consensually through settlements and
agreements-in-principle achieved via the bankruptcy process.

In its filing, the Association has agreed to pay $5.49 million to
creditors.  Of that total, $4.25 million will be paid on or before
the POR effective date.  Although there will be additional
payments to some key creditors, the vast majority of claims will
be fully paid on the effective date as established by the U.S.
Bankruptcy Court and the Association.  The breakdown of key
creditors' total payments -- which reflects full settlement of all
claims -- is as:

Pension Benefit Guaranty Corporation (PBGC): Currently estimated
at $1,317,387

American Federation of Musicians and Employers' Pension Fund (AFM-
EPF): $1.75 million

The Kimmel Center: $748,000

Peter Nero and the Philly Pops (PNPP): $1.25 million (This will be
paid in full prior to the Association's exit).

The remaining General Unsecured Claims against the POA will
receive payment equal to 50% of the aggregate amount in U.S.
dollars, without payment of interest (estimated
total:$276)(estimated total:855).  The remaining General Unsecured
Claims against the AOM will receive payment equal to 100% of the
aggregate amount in U.S. dollars, without payment of interest
(estimated total:$85)(estimated total:891).  Convenience Class
Claims will receive 100% of their respective claim if the claim
value is $1,000 or if the holder of the claim reduces the claim to
$1,000 (estimated total:$38)(estimated total:616).

"With the number of business relationships that needed to be re-
set within the Orchestra's reorganization process, we are
incredibly proud, and incredibly grateful, that we have been able
to file a consensual Plan of Reorganization," said Richard B.
Worley, Chairman of the Board of Directors for The Philadelphia
Orchestra Association.  "It was always our goal to reach
settlements with our partners in this process as we had a keen
awareness of how valuable peace was within this difficult process.
Our Board of Directors sought consensus at every turn and at every
agreement.  It took significant time but I believe that it is time
well spent as the Association was able to address more than $100
million in claims, debts, and liabilities with a settlement of
just $5.49 million.  We have not only ensured that The
Philadelphia Orchestra will remain vibrant through the Plan of
Reorganization but we have restructured for long-term fiscal
health, ensuring the Orchestra's vibrancy for generations to come.
I could not be more grateful to all of our partners who recognized
the Orchestra's important role as a cultural icon and found a way
to reach agreement with us based upon our critical needs."

In addition to the $3 million needed to settle creditors' claims
on the POR effective date, which is a condition to exiting
bankruptcy, the Association incurred $8.9 million in professional
service fees and other direct restructuring costs.  All of the
funds necessary to address the settlement of creditor claims on
the POR effective date, the professional service fees, and other
direct restructuring costs have been raised.  The funds raised for
the Association's settlement of claims on the POR effective date
come from gifts to the Transformation Fund made by members of the
Association's Board of Directors.  The funds pledged to address
the professional services fees and other direct restructuring
costs also come from gifts to the Transformation Fund by members
of the Association's Board of Directors matched by a major funder
who designated that its gift could be used for bankruptcy-related
costs.

"The leadership of our Board of Directors in assuming the costs of
our restructuring and reorganization cannot go unacknowledged,"
said Allison Vulgamore, president and CEO of The Philadelphia
Orchestra.  "I am deeply gratified by their continued leadership
and strong commitment to maintaining The Philadelphia Orchestra as
a world-class ensemble.  Their generosity has been a constant
within this process.  It is also important to recognize that
today's filing would simply not have been possible without the
leadership support of Philadelphia's philanthropic community,
notably the William Penn Foundation, Wyncote Foundation, Neubauer
Family Foundation, and Gerry Lenfest.  The confidence demonstrated
by these donors--and the positive reinforcement of our steady
diligence and our accomplishments within this process--has been
critical and it allowed us much-needed time and flexibility in
reaching agreements with valued partners in this process,
especially our treasured musicians and the Kimmel Center."

Although the costs associated with professional service fees and
the settlement of creditors' claims on the POR effective date have
been fully addressed, fundraising will play a critical role in the
Association's successful emergence from reorganization.  To date,
the Association has secured $36 million of a newly updated $49
million fundraising goal for the first phase of the Transformation
Fund--the fund created in April 2011 to assist the Orchestra
through its financial restructuring and in executing its Plan of
Reorganization.  The increased total funding for Phase I reflects
additional needs based upon the challenges, length, and complexity
of the bankruptcy process and a lower endowment draw than was
originally anticipated.  In cultivating donations for its
Transformation Fund, the Association has also been able to access
several multi-million dollar challenge grants offered to the
organization by the Philadelphia philanthropic community, which
are reflected in the $36 million total.  To fulfill the remaining
challenge grants from major funders, the Association must raise an
additional $5.7 million by Aug. 31, 2012.  This effort will take
place concurrently with the Orchestra's Annual Fund campaign and
special initiative funding, both of which are needed to sustain
operations over the life of the Orchestra's POR.  It is also
separate from a larger endowment campaign, which will commence
after fundraising for the Transformation Fund has been completed.

Said Mr. Worley, "Our work is far from complete, especially with
regard to fundraising for our future.  We made strategic decisions
as a Board of Directors to reach consensus with key partners and
those decisions increased our fundraising need.  That said, I am
deeply encouraged by the support we have received to date from the
philanthropic community, and with our filing I am anxious to
continue conversations with major funders about their support of
The Philadelphia Orchestra.  Although our fundraising needs and
efforts are ambitious, our goals are rooted in reality.  We are
having excellent conversations with prospective donors and we are
heartened by the number of new and returning donors who have
chosen to support the Orchestra in its time of need.  Every gift
is a vote of confidence in the Orchestra's future and every gift
directly supports the artistry of our world-renowned ensemble.  I
have no doubt that confidence will soar as we file our Plan of
Reorganization and move toward an exit from reorganization."

"The most important thing for us to acknowledge on this day is
that despite the challenges, intensity, and length of this
process, our incredible staff and musicians provided continuous
exemplary performances to our audiences," said Ms. Vulgamore.
"Without my colleagues, for whom I have the deepest respect and
admiration, The Philadelphia Orchestra would not be making this
positive announcement.  Our musicians and our staff are our heart
and while these have been trying times, we look toward emergence
with confidence in our future.  We depart for our innovative China
Residency in just a few short days.  We will celebrate the legacy
of Leopold Stokowski at the Academy of Music in June.  And we
welcome the infectious talents of Yannick Nezet-Seguin as he
becomes our new music director in October.  There is still much
work to be done but together--and with such momentum we are
succeeding in creating a stronger Orchestra for Philadelphia and
the world."

                 About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PHILLIPS PLASTICS: S&P Keeps 'B' Rating on $215-Mil. Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services' issue-level rating on Hudson,
Wis.-based Phillips Plastics Corp.'s (a wholly owned subsidiary of
Phillips-Medisize Corp.) senior secured term loan due 2017 is
unchanged. Phillips is proposing to raise a $15 million add-on to
the facility to partially fund a $30 million shareholder dividend.
"The issue-level rating on this facility is 'B' (the same as the
'B' corporate credit rating on the company), with a recovery
rating of '3', indicating our expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default," S&P
said.

"The corporate credit rating on Phillips Plastics is 'B' and the
rating outlook is stable. The rating reflects our assessment of
the company's business risk profile as 'weak' and the financial
risk profile as 'aggressive'," S&P said.

"Our assessment of Phillips financial risk profile as aggressive
reflects debt to EBITDA of about 5.0x and funds from operations
(FFO) to total debt in the low to mid teens. The rating also takes
into account our view that Phillip's will use its modest free cash
flow for either acquisition activity of further shareholder
friendly actions, as opposed to debt reduction," S&P said.

"The company's weak business risk profile is attributed to the
company's position as a mid-size player in the very fragmented
contract manufacturing market, and smaller than rated competitor
Accellent Inc. While the acquisition of Medisize provides
geographic diversity, over 25% of sales are to commercial
customers with exposure to highly cyclical industries such as the
automotive industry, exposing Phillips to earnings volatility. The
company also has some product concentration, with one product
accounting for over 10% of revenues," S&P said.

RATINGS LIST
Phillips Plastics Corp.

Corporate credit rating              B/Stable/--

$215 mil. sr sec term loan due 2017  B
Recovery rating                     3


PLATO LEARNING: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Bloomington, Minn.-based PLATO Learning Inc. The
outlook is stable.

"We also assigned our 'BB-' issue-level and '1' recovery ratings
to the company's $225 million first-lien facility due 2018 and $25
million revolving credit facility due 2017. The '1' recovery
rating indicates expectations for very high (90%-100%) recovery in
the event of a payment default by the borrower," S&P said.

"In addition, we assigned a 'B-' issue rating and '5' recovery
rating to PLATO's $140 million second-lien term loan due 2019. The
'5' recovery rating indicates expectations for modest (10%-30%)
recovery in the event of a payment default," S&P said.

PLATO Inc. and Project Cayman Merger Corp. will be the co-issuers
of all three first- and second-lien facilities. PLATO Learning
plans to use proceeds from the borrowings to help finance its
proposed acquisition of Archipelago Learning Inc.

"The ratings on PLATO reflect the company's 'weak' business risk
profile, representing its modest position in the overall education
market and its heavy dependence on governmental education
spending, which is under pressure," said Standard & Poor's credit
analyst Jacob Schlanger. "A diversified and comprehensive product
portfolio with a highly recurring and stable customer base and
positive cash flow generation capabilities are partly offsetting
factors. We assess PLATO's financial risk profile as 'highly
leveraged.'"

"The stable outlook reflects the company's recurring revenue base
and good cash flow generation, leading to a slow drop in leverage.
However, if school funding or competitive pressures lead to lower
earnings and cash generation, leverage could rise--we would
consider a downgrade if leverage approached the mid- to high-6x
area. We do not foresee an upgrade over the next 12 months given
our limited expectations for a meaningful drop in leverage over
the period," S&P said.


RADLAX GATEWAY: Supreme Court Affirms Lender's Credit Bid Rights
----------------------------------------------------------------
The U.S. Supreme Court said Tuesday a debtor may not obtain
confirmation of a Chapter 11 cramdown plan that provides for the
sale of collateral free and clear of the bank's lien, but does not
permit the Bank to credit-bid at the sale.  Justice Antonin
Scalia, who wrote the opinion, said (a) a Chapter 11 plan proposed
over the objection of a "class of secured claims" must meet one of
three requirements in order to be deemed "fair and equitable," and
therefore confirmable:

     (i) The secured creditor may retain its lien on the
         property and receive deferred cash payments, Sec.
         1129(b)(2)(A)(i);

    (ii) the debtors may sell the property free and clear of the
         lien, "subject to section 363(k)" -- which permits the
         creditor to credit-bid at the sale -- and provide the
         creditor with a lien on the sale proceeds, Sec.
         1129(b)(2)(A)(ii); or

   (iii) the plan may provide the secured creditor with the
         "indubitable equivalent" of its claim, Sec.
         1129(b)(2)(A)(iii).

In the bankruptcy case of RadLAX Gateway Hotel, LLC, the debtors
proposed to sell their property free and clear of Amalgamated
Bank's liens and repay the Bank with the sale proceeds.  Because
the debtors' auction procedures do not permit the Bank to credit-
bid, however, the proposed sale cannot satisfy the requirements of
clause (ii).

The debtors claim their plan can instead satisfy clause (iii) by
providing the Bank with the "indubitable equivalent" of its
secured claim, in the form of cash generated by the auction.

According to the High Court, the debtors' reading of Sec.
1129(b)(2)(A), under which clause (iii) permits precisely what
clause (ii) proscribes, is hyperliteral and contrary to common
sense.

The Supreme Court also noted the ability to credit-bid helps to
protect a creditor against the risk that its collateral will be
sold at a depressed price.  It enables the creditor to purchase
the collateral for what it considers the fair market price (up to
the amount of its security interest) without committing additional
cash to protect the loan.  That right is particularly important
for the Federal Government, which is frequently a secured creditor
in bankruptcy and which often lacks appropriations authority to
throw good money after bad in a cash-only bankruptcy auction.

Justice Scalia delivered the opinion of the High Court, in which
all other members joined, except Justice Anthony Kennedy, who took
no part in the decision of the case.

In 2007, RadLAX Gateway Hotel and RadLAX Gateway Deck, LLC,
purchased the Radisson Hotel at Los Angeles International Airport,
together with an adjacent lot on which the debtors planned to
build a parking structure.  To finance the purchase, the
renovation of the hotel, and construction of the parking
structure, the debtors obtained a $142 million loan from Longview
Ultra Construction Loan Investment Fund, for which Amalgamated
Bank serves as trustee.  The lenders obtained a blanket lien on
all of the debtors' assets to secure the loan.

Completing the parking structure proved more expensive than
anticipated, and within two years the debtors had run out of funds
and were forced to halt construction.  By August 2009, they owed
more than $120 million on the loan, with over $1 million in
interest accruing every month and no prospect for obtaining
additional funds to complete the project.  The debtors filed for
Chapter 11 bankruptcy.

In 2010, the RadLAX debtors submitted a Chapter 11 plan to the
U.S. Bankruptcy Court in Chicago.  The plan proposed to dissolve
the debtors and sell substantially all of their assets pursuant to
proposed bidding and auction procedures.  The debtors sought to
auction their assets to the highest bidder, with the initial bid
submitted by a "stalking horse" purchaser who was willing to make
an advance bid of $47.5 million.  The stalking-horse bidder later
increased its offer to $55 million.  The sale proceeds would be
used to fund the plan, primarily by repaying the Bank.  Under the
debtors' proposed procedures, however, the Bank would not be
permitted to bid for the property using the debt it is owed to
offset the purchase price, a practice known as "credit-bidding."
Instead, the Bank would be forced to bid cash.  The debtors sought
to confirm their plan under the cramdown provisions of Sec.
1129(b)(2)(A).

The Bankruptcy Court denied the debtors' proposed procedures,
concluding that the procedures did not comply with Sec.
1129(b)(2)(A)'s requirements for cramdown plans.

The Bankruptcy Court certified an appeal directly to the U.S.
Court of Appeals for the Seventh Circuit, which affirmed.  The
debtors elevated the matter to the Supreme Court.

The case is RadLAX Gateway Hotel, LLC, et al. v. Amalgamated Bank,
No. 11?166 (U.S.).  A copy of the Supreme Court's May 29 Slip
Opinion is available at:

     http://www.supremecourt.gov/opinions/11pdf/11-166.pdf

Deanne Maynard, Esq., at Morrison & Foerster, argued for
Amalgamated Bank.

"T[he] decision protects the benefits of a secured creditor's
bargain," stated Ms. Maynard. "A secured creditor bargains for the
right to be repaid in full or, if not, to foreclose and take
possession of its collateral. The Court's decision will ensure
that secured creditors have the ability to protect that bargain in
bankruptcy. If the price for which its collateral is being sold in
a bankruptcy auction is too low, the secured creditor can bid what
it is owed and take possession of its collateral."

"We are pleased that the Court vindicated the rights of our client
in this three-year-old case," added Morrison & Foerster partner
Adam Lewis, Esq., who was Amalgamated's lead bankruptcy attorney
on the matter.  "We are also gratified that the Court, in finding
that a secured creditor must be given the right to credit bid in a
plan sale free and clear of liens, has preserved the historic
right of a secured creditor in bankruptcy cases as elsewhere to
its money or its collateral.  Debtors will not be able to use such
a plan sale to shift value from the secured creditor to other
interests, such as the debtor's preferred bidder or insiders."

Morrison & Foerster's appellate team was Deanne Maynard, Adam
Lewis, Norman Rosenbaum, Brian Matsui, Erica Richards, Mark
Hearron and John Pintarelli.

           About River Road Hotel & RadLAX Gateway Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both were controlled
owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date,
estimating assets at $50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represented Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represented U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender would waive its deficiency claim on taking title through
the plan.  The plan was declared effective Nov. 23, 2011.

RadLAX's case remains pending.


RALPH ROBERTS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ralph Roberts Realty, LLC.
        12900 Hall Road, Suite 190
        Sterling Heights, MI 48313

Bankruptcy Case No.: 12-53023

Chapter 11 Petition Date: May 25, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Hannah Mufson McCollum, Esq.
                  John C. Lange, Esq.
                  GOLD, LANGE & MAJOROS, PC
                  24901 Northwestern Hwy., Suite 444
                  Southfield, MI 48075
                  Tel: (248) 350-8220
                  E-mail: hmccollum@glmpc.com
                          jlange@glmpc.com

Scheduled Assets: $1,520,232

Scheduled Liabilities: $108,381

A copy of the Company's list of its five largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mieb12-53023.pdf

The petition was signed by Ralph Roberts, president.


RASER TECHNOLOGIES: Banks Look to Take Short-Selling Suit Federal
-----------------------------------------------------------------
Dan Packel at Bankruptcy Law360 reports that a group of major
investment banks -- including Morgan Stanley & Co. LLC and Goldman
Sachs & Co. LP -- are seeking to duke it out with Raser
Technologies Inc. in Georgia federal court over allegations that
naked short selling led to the energy company's stint in
bankruptcy.

Law360 relates that the banks are looking to remove the suit to
federal court, a month after Raser, along with a number of its
former investors, filed suit in Superior Court of Fulton County in
Georgia.

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, also known as Wasatch Web
Advisors, Inc., filed for Chapter 11 protection (Bankr. D. Del.
Case No. 11-11315) on April 29, 2011.  Other affiliates filed for
separate Chapter 11 protection on April 29, 2011, (Bankr. D. Del.
Case Nos. 11-11319 to 11-11350).  Peter S. Partee, Sr., Esq., and
Richard P. Norton, Esq., at Hunton & Williams LLP, represent the
Debtors in their restructuring efforts.  The Debtors' local
counsel is Bayard, P.A.  Sichenzia Ross Friedman Ference LLP
serves as the Debtors' corporate counsel.  The Debtors' financial
advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors was
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets and $107.78 million in total
liabilities.

Raser Technologies and its debtor affiliates emerged from
bankruptcy protection when their Third Amended Plan of
Reorganization became effective Sept. 9, 2011.


SAVANNA ENERGY: S&P Lowers Rating on C$125MM Unsecured Debt to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Calgary, Alta.-based Savanna Energy Services Corp.'s unsecured
7% C$125 million notes due 2018 to 'B' from 'B+', and revised its
recovery rating on the debt to '5' from '4', indicating our
expectation of modest (10%-30%) recovery in the event of a
default. "At the same time, Standard & Poor's affirmed its 'B+'
long-term corporate credit rating on the company. The outlook is
stable," S&P said.

"The revised recovery rating and subsequent lowering of the senior
unsecured debt rating reflects our view of Savanna increasing its
revolving credit facility (not rated) to C$200 million from C$125
million in May 2012. Because the senior ranking credit facility
now accounts for a greater portion of our estimated enterprise
value, we believe there would be less potential recovery available
to the unsecured debtholders at the time of default," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.

"The ratings on Savanna reflect Standard & Poor's view of the
company's vulnerable business risk profile and significant
financial risk profile. Our assessment of Savanna's business risk
profile reflects the company's position as a land driller that is
subject to the high degree of demand cyclicality and the price
volatility inherent in the market for oilfield services,
especially drilling, and its weak asset base. The business
risk profile also takes into account our view of Savanna's
increasing geographic diversity. In our opinion, the company's
financial risk profile reflects its low leverage, and conservative
financial policy that allowed it to manage its financial measures
through the 2009 downturn," S&P said.

"Savanna's cash flow is exposed to the highly competitive onshore
drilling sector in the North American market. Volatility is
extremely high and driven by commodity prices; for example, during
the 2009 downturn, utilization for land rigs in the Canadian
market dropped to about 30% from 50% in 2008. At the same time,
the company's drilling utilization dropped to about 15% from 30%.
Although we have assumed a modest decline in dayrates and
utilization toward the end of 2012 as rigs are laid down in North
American dry gas plays, we expect Savanna to weather the softness
due to its upgraded asset base (40% of original hybrids), long-
term contracts (20% of current fleet), and expansion into the U.S.
and Australia since the last, more severe downturn in 2009," S&P
said.

"The stable outlook reflects our view that demand for land rigs
are strong due to elevated oil prices and as companies continue to
drill for liquids. We assume adjusted leverage will remain below
2x through 2013, due to Savanna's low balance-sheet debt and
contracted rigs, despite softening industry conditions in 2013. At
current levels of EBITDA and debt, the company has sufficient debt
capacity to borrow the full commitment under its revolving credit
facility without affecting its ratings. A positive action for
Savanna is predicated on an improving business risk profile. For
example, if it demonstrates continued EBITDA growth driven by high
utilization and dayrates of its rigs, an improved asset base, and
a significant reduction in geographic concentration, we could
revise the business risk profile to weak from vulnerable.
Moreover, we would also expect operating margins to improve
materially, similar to its peers, as the company manages its
growth and costs. However, given our assumptions about its near-
term prospects, we do not expect to raise the rating in the next
year. We could take a negative rating action if the North American
drilling industry shows weakness, Savanna is unable to operate its
asset base at high dayrates and utilization, and it appears
leverage would rise and stay above 3x. This could occur if average
dayrates and utilization are below C$18,500 and 40%, significantly
lower than current levels of about C$21,400 and 54%. Also,
aggressive financing of growth initiatives, either acquisition or
capital expenditures, that significantly increase leverage above
3x without prospects for rapid deleveraging would lead us to
revisit our ratings and outlook," S&P said.


SINO-FOREST: OSC Staff Commences Proceedings
--------------------------------------------
Sino-Forest Corporation was informed that staff of the Ontario
Securities Commission commenced proceedings before the Commission
against the Company and six of its former officers, Allen Chan,
Albert Ip, Alfred Hung, George Ho, Simon Yeung and David Horsley.

In the notice of hearing and statement of allegations posted
yesterday on the OSC's website, OSC staff allege that the Company
breached Ontario securities laws and acted in a manner that is
contrary to the public interest by providing information to the
public in documents required to be filed or furnished under
Ontario securities laws which was false or misleading in a
material respect contrary to section 122 of the Ontario Securities
Act and by engaging or participating in acts, practices or a
course of conduct related to its securities which it knows or
reasonably ought to know perpetuate a fraud on any person or
company contrary to section 126.1 of the Act.  The alleged
breaches of Ontario securities laws relate, among other things, to
these allegations:

        (a)  the Company had undisclosed control over suppliers,
             authorized intermediaries and other nominee companies
             within the business model employed by the Company to
             buy and sell standing timber through its
             British Virgin Islands subsidiaries in the People's
             Republic of China (the "BVI Model");

        (b)  the Company had an undisclosed dishonest process of
             creating deceitful purchase contracts and sales
             contracts and their key attachments to buy
             and sell standing timber to inflate assets and
             revenue; and

        (c)  the Company had undisclosed internal control
             weaknesses/deficiencies that facilitated and
             concealed the fraudulent conduct of its British
             Virgin Islands subsidiaries, suppliers, authorized
             intermediaries and other companies who bought and
             sold assets in the BVI Model, and the
             dishonest creation of purchase contracts and sales
             contracts, including their key attachments.

OSC staff has made allegations against the Individual Respondents,
other than Mr. Horsley, consistent with those noted above.  In
addition, OSC staff has made certain additional allegations
against each of the Individual Respondents.

OSC staff has asked the OSC to consider whether it would be in the
public interest to make a number of orders, including that trading
in any securities of the Company cease permanently, that the
Company pay an administrative penalty of not more than $1 million
for each failure by the Company to comply with Ontario securities
law, that the Company disgorge to the OSC any amounts obtained as
a result of non-compliance with Ontario securities law, and that
the Company pay the costs of the OSC's investigation and the costs
of or related to any hearing before the OSC.  OSC staff is also
seeking sanctions against the Individual Respondents.

As previously disclosed, on March 30, 2012, the Company obtained
an initial order from the Ontario Superior Court of Justice for
creditor protection pursuant to the provisions of the Companies'
Creditors Arrangement Act.  On April 16, 2012, the Court extended
the stay period under the Order to June 1, 2012.  Neither the CCAA
nor the Order affects the OSC's investigation in respect of the
Company or an action, suit or proceeding that is taken in respect
of the Company by OSC staff or before the OSC.  However, both the
CCAA and the Order prohibit for the duration of the CCAA
proceedings the enforcement by the OSC of any payment of an award
ordered by the OSC or any non-CCAA court.

On April 9, 2012, the Company announced that it had received an
"Enforcement Notice" from staff of the OSC.  The Company also
announced that it had learned that Enforcement Notices were also
received by Messrs. Chan, Ip, Hung, Ho, Yeung and Horsley.
Following review of the Enforcement Notice directed at the
Company, further discussions with staff of the OSC, together with
examination of issues identified in the Enforcement Notice
received by the Company, on April 17, 2012, Sino-Forest announced
that it had terminated the employment of Messrs. Hung, Ho and
Yeung, each of whom had previously been placed on administrative
leave from the Company, and that Mr. Ip, who had previously
resigned as an officer of the Company, would not serve as a
consultant to the Company.  The Company also announced that Mr.
Chan, who had previously resigned as Chairman, Chief Executive
Officer and Director but continued with the Company as Founding
Chairman Emeritus, had resigned from the Company and that Mr.
Horsley had resigned as the Company's Chief Financial Officer but
would continue as an employee of the Company, to assist with the
Company's restructuring efforts.

The Company is reviewing OSC staff's allegations and considering
what steps if any are appropriate for the Company to take in
response to the allegations in the circumstances of the CCAA
proceedings, the Order and the Company's limited financial
resources.

                      About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SOCKET MOBILE: Receives Letter From NASDAQ Citing Non-Compliance
----------------------------------------------------------------
Socket Mobile, Inc. reported that the Company received a letter on
May 21, 2012 from the Listing Qualifications Department of The
NASDAQ Stock Market indicating that the Company fails to comply
with the minimum stockholders' equity requirement of $2,500,000
for continued listing on the NASDAQ Capital Market set forth in
Marketplace Rule 5550(b)(1).  The Company reported a stockholders'
equity balance of $2,445,759 as of March 31, 2012.

The Company will submit a definitive plan to the NASDAQ Listing
Qualifications Staff on or before July 5, 2012 describing its
plans to regain compliance.  If approved, the Staff may then grant
the Company up to 180 days to execute the plan and return to
compliance.  During the interim period, the Company's common stock
will continue to trade on the NASDAQ Capital Market.  If
compliance with Marketplace Rule 5550(b)(1) is not achieved within
the time limits approved by the Staff, or if the Staff does not
approve the definitive plan, the Company would expect the Staff to
deliver a written notification that the Company's securities will
be delisted from the NASDAQ Capital Market.  If the Company
receives a Delisting Notice, the Company may appeal the Staff's
determination to delist its securities to a Hearings Panel.

                      About Socket Mobile

With 20 years of experience in the Automatic Identification and
Data Capture (AIDC) market, Socket -- http//www.socketmobile.com/
-- makes mobile computing and productivity work.  The company
offers a family of handheld computers and an extensive portfolio
of AIDC peripherals specifically designed to increase productivity
and drive operational efficiencies in healthcare, hospitality and
other business mobility deployments.  The company also offers OEM
solutions for the mobile device market.  Socket is headquartered
in Newark, Calif.


SP NEWSPRINT: Gets $5-Mil. Secrets Suit vs. Employees Stayed
------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher S. Sontchi on Thursday stayed a Georgia action
brought by a former contractor of SP Newsprint Holdings LLC, which
called the $5 million trade secrets suit against three SP
employees an attempted end run around its automatic stay
protection.

Following a Wednesday hearing, Judge Sontchi issued a temporary
restraining order against Pulper Mining LLC, which had brought
suit in Georgia against three SP Newsprint employees and Land Care
Solutions LLC, according to Law360.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SPA CHAKRA: Court Trims Lawsuit by Cornelia Resort Employees
------------------------------------------------------------
District Judge J. Paul Oetken dismissed some of the claims filed
against Michael Canizales, part owner and member of Spa Chakra
Fifth Avenue, which acquired Cornelia Day Resort.

Hairstylists, nail technicians, massage therapists, make-up
artists, and department managers at Cornelia filed a class action
lawsuit against Cornelia Fifth Avenue LLC, its management, as well
as the resort's buyer for unpaid wages.  The employees, some of
whom were later hired by Spa Chakra, allege violations of the Fair
Labor Standards Act, 29 U.S.C. Sections 201, et seq., and the
Employee Retirement Income Security Act of 1974, 29 U.S.C.
Sections 1001, et seq., and New York state labor laws.  The
plaintiffs alleged being owed wages incurred during the weeks
leading up to the closing of the asset purchase agreement that
were not paid by Cornelia Fifth or Spa Chakra.

Until Feb. 6, 2009, Cornelia Fifth owned and operated the Cornelia
Day Resort at One East 52nd Street, New York.  Defendant Richard
Aidekman was the owner of Samson Spas, LLC, which owned fellow
defendant Cornelia Zicu International, LLC, which, in turn, was
the managing member of Cornelia Fifth.

On Feb. 6, 2009, Spa Chakra entered into an asset purchase
agreement with Cornelia Fifth, with Mr. Aidekman and another
defendant, Ellen Sackoff, as principals.

Mr. Canizales sought partial summary judgment (a) dismissing the
plaintiffs' complaint as against him; and (b) dismissing the
cross-claims against him by co-defendants Cornelia Fifth, Zicu,
Cornelia International 401(K) Plan, Mr. Aidekman and Ms. Sackoff.

In the Court's ruling, Judge Oetken granted Mr. Canizales' request
for partial summary judgment is granted in part and denied in
part.  Portions of the plaintiffs' claims against Mr. Canizales
are dismissed.  Mr. Canizales' liability for claims under the FLSA
stands.  Cross-claims against Mr. Canizales by the Cornelia
defendants are dismissed.

The class suit is, SARAH ANN BATTINO, et al., individually and on
behalf of all others similarly situated and as class
representatives, Plaintiffs, v. CORNELIA FIFTH AVENUE, LLC; SPA
CHAKRA FIFTH AVENUE, LLC; CORNELIA ESSENTIALS, LLC, CORNELIA ZICU
INTERNATIONAL 401(K) PLAN; RICHARD AIDEKMAN; ELLEN SACKOFF; and
MICHAEL CANIZALES, Defendants, No. 09 Civ. 4113 (S.D.N.Y.).

A copy of the District Court's May 24 Opinion and Order is
available at http://is.gd/ManMBefrom Leagle.com.

                         About Spa Chakra

A group of three vendors, including N.J.-based GVK Limited
Partners, Conn.-based JJB Public Relations and Manhattan-based
Zinna Floral Design, filed a petition on Nov. 30, 2009, to push
Spa Chakra Fifth Avenue LLC into Chapter 7 bankruptcy.  The
vendors claimed they were owed more than $1.3 million for services
rendered.

Spa Chakra Inc. later filed a Chapter 11 petition; and both cases
were later consolidated into one Chapter 11 case.  Spa Chakra
listed assets of nearly $283,000 and debts of over $5 million in
its bankruptcy petition.  The company also named more than 100
creditors.

As of Aug. 20, 2010, all Spa Chakra-operated U.S. spa locations
ceased operations.  Crain's New York Business reported that
Hercules Technology Growth Capital, a Palo Alto provider of debt
and equity growth capital, bought the spas.


STAR BUFFET: Sets July 12 Hearing on Full-Payment Plan
------------------------------------------------------
Star Buffet, Inc. disclosed that United States Bankruptcy Court
for the District of Arizona approved the disclosure statement
filed in connection with the Company's proposed First Amended
Joint Plan of Reorganization Dated May 24, 2012 under Chapter 11
of the Bankruptcy Code.  Approval of the Disclosure Statement
allows the Company to solicit approval of the Plan from its
creditors.  The approval of the Disclosure Statement represents an
important step in the Company's efforts to emerge from Chapter 11.

The confirmation hearing for the Plan is scheduled for July 12,
2012.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the plan is designed to pay off $13.2 million in
debt. Payments required when the plan is approved will be made
with a $300,000 secured loan from the company's chief executive
who has about 45% of the stock.  The secured creditor owed $5.7
million will be paid in four years and three months.  Unsecured
creditors will begin receiving payments when the bank debt has
been paid.

According to the Bloomberg report, projections attached to the
disclosure statement show revenue of $39 million and $1.4 million
in net income for fiscal 2013, growing to $2.1 million in net
income on $40 million revenue in fiscal 2016. Financial statements
for 28 weeks ended in August 2010 showed a net loss of $1.3
million on revenue of $33.4 million.  For the fiscal year ended in
January 2010, the net loss was $2 million on revenue of $78
million.

                         About Star Buffet

Based in Arizona, Star Buffet, Inc. filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-27518) on Sept. 28, 2011.
Judge George B. Nielsen Jr. presides over the case.  S. Cary
Forrester, Esq., at Forrester & Worth, PLLC, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.

None of the Company's subsidiaries were included in the bankruptcy
filing except for Summit Family Restaurants, Inc.


SYNAGRO TECHNOLOGIES: S&P Cuts Rating on $100M Revolver to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston,
Texas-based Synagro Technologies Inc. by one notch to 'CCC+' from
'B-'. The outlook is negative.

"Synagro's senior secured credit facilities consist of a $100
million ($89 million after considering unavailable commitments)
first-lien revolving credit facility due 2013, a $249 million
first-lien term loan due 2014, and a $100 million second-lien term
loan due Oct. 2, 2014. We are lowering the issue-level ratings on
the first-lien facilities to 'CCC+' (the same as the corporate
credit rating) from 'B-'. The recovery rating on this debt is '4',
indicating our expectation for average (30% to 50%) recovery in
the event of a payment default. We are lowering the issue-level
rating on the second-lien term loan to 'CCC-' (two notches below
the corporate credit rating) from 'CCC'. The recovery rating on
this debt is '6', indicating our expectation for negligible (0% to
10%) recovery in the event of a payment default," S&P said.

At March 31, 2012, Synagro had approximately $533 million of total
adjusted debt outstanding.

"The downgrade on Synagro reflects the company's 'highly
leveraged' financial risk profile and 'weak' liquidity, as the
headroom under the total leverage covenant has become very thin
and availability under the revolving facility has become limited,"
said Standard & Poor's credit analyst James Siahaan. "We estimate
that as of March 31, 2012, Synagro's trailing-12-month EBITDA
would only need to decline by less than 5% to breach the total
leverage covenant. Although we expect the company and its lenders
to develop a plan to address the situation, the resolution of this
issue is uncertain at this time. The company's revolving credit
facility is due on April 2, 2013, and it is possible that the
company could encounter difficulties refinancing its credit
facilities. Covenant headroom has deteriorated quickly, following
the expiration of the AFMC that had benefitted the company's
reported EBITDA by more than $20 million in each of the past two
years. Moreover, the total leverage covenant stepped down by 0.5x
in first-quarter 2012, further constraining headroom," S&P said.

"Standard & Poor's ratings on Houston-based Synagro Technologies
Inc. reflect the company's 'highly leveraged' financial risk
profile, which is marked by weak liquidity, high debt, and weak
cash flow protection measures, with funds from operations (FFO) to
total adjusted debt of 9%. Although the essential nature of its
services and the high percentage of sales under long-term
contracts provide stability to the top line, Synagro derives more
than 90% of its revenues from municipalities, which still face
budgetary pressures. Given this backdrop, Synagro's volumes and
pricing could continue to be weak. Moreover, the company's
adjusted debt balance of $533 million as of March 31, 2012, has
remained static during the past year and it is uncertain whether
the company's profitability can improve quickly enough to offset
the drop-off of AFMC proceeds. The AFMC was a federal incentive
designed to promote the use of biofuels, which Synagro used at its
incineration facilities. The amount of the tax credit was
significant, improving Synagro's EBITDA and liquidity by a little
more than $5.5 million on average during each quarter in 2011. Our
credit statistics do not include proceeds from AFMC, and we do not
anticipate such proceeds to be available in the future," S&P said.

"Synagro, which has trailing-12-month revenues of $312 million,
manages the organic, nonhazardous biosolids that water and
wastewater treatment facilities generate (materials that meet
government regulations for beneficial reuse are referred to as
biosolids). Its size and scope of operations are limited to
wastewater residuals management, though the company is a leading
national provider in its market. Until it expands its business
model or introduces new services, Synagro's somewhat high customer
concentration (its top 10 customers account for a little less than
40% of revenues) will remain a weakness, and competitive industry
conditions, including the presence of larger industry participants
(such as water companies and municipalities), will constrain
profit potential. In addition, Synagro's operations are subject to
Part 503 regulations under the federal Clean Water Act, and any
changes to environmental laws concerning wastewater residuals
treatment could lead to additional costs for the company," S&P
said.

"Synagro's business prospects are still subject to some
uncertainty. The company continues to cope with 2010's sizable
contract loss, and its municipal customers continue to face budget
pressures. Though the company's year-over-year revenue growth in
first quarter was a healthy 11%, much of this growth is
acquisition-driven, attributable to Synagro's June 2011 purchase
of Drilling Solutions LLC (not rated), a provider of solids
control and waste management services to the oil and gas industry.
Although high oil prices and active energy exploration may provide
opportunities for this segment, Drilling Solutions still comprises
a small part of Synagro's operations (we expect it will account
for less than 10% of revenue in 2012). In addition, the company
is exposed to energy costs via including diesel fuel expenses on
its transportation operations, though it mitigates rising prices
with pass-through agreements and hedges on natural gas, diesel,
and electricity costs. Inclement weather can also hurt operating
performance, since rain and snow limit the company's ability to
provide land application services, whereby organic waste is
applied to soils. The company's adjusted trailing-12-month EBITDA
margins are above average, at 17% as of March 31, 2012, and the
quarterly figure has improved on a year-over-year basis to almost
16% from 13% for the March 2011 quarter. Given the state of
municipal budgets, we expect top line growth to remain a key
challenge, although the company should be able to maintain
operating margins of 15%-20%," S&P said.

"Synagro's balance sheet is highly leveraged, with total adjusted
debt (including $100 million of nonrecourse revenue bonds and $17
million of capitalized operating leases) of approximately $533
million as of March 31, 2012. The company's high debt leverage
stems from The Carlyle Group's (not rated) acquisition of Synagro
in 2007. As of March 31, 2012, total adjusted debt to EBITDA
excluding AFMC proceeds was 10.3x (excluding $100 million of
nonrecourse project revenue bonds, adjusted debt to EBITDA was
8.4x). Growth prospects and cash flow generation are limited
relative to its significant debt levels and, absent any AFMC
proceeds, we expect credit measures to remain weak with FFO to
debt at less than 10% for the next year," S&P said.

"The negative outlook reflects the likelihood that Synagro's
liquidity could continue to remain constrained or its financial
risk profile could deteriorate further. Given our estimate of less
than 5% of EBITDA headroom under the total leverage covenant as of
March 31, the lack of AFMC proceeds this year could result in the
company breaching its covenants as soon as the second quarter if
operating results are weak, if it doesn't amend the levels, or if
its sponsor doesn't provide an equity contribution. In addition,
there is still some uncertainty regarding how Synagro intends to
deal with the near-term maturity of its revolving facility. If
credit markets deteriorate, then the company could encounter some
difficulty in attracting sufficient lender commitments to
refinance the debt. We will continue to have discussions with
management as they develop their financial plans," S&P said.

"Although unlikely in the near-term, we could raise our ratings if
the company quickly and sufficiently refinances its credit
facilities, with a healthy extension of the maturity dates and the
allowance of sufficient financial covenant headroom to improve
liquidity. We believe this would entail a financial covenant
cushion of at least 15%. We could also raise ratings if the
company's profitability improves rapidly, either because of new
contract wins or a renewal of the AFMC, though we view these
possibilities as remote," S&P said.


TRIBUNE CO: Wants End Date for Avoidance Suits Extended to June 30
------------------------------------------------------------------
Tribune Co. and its affiliates ask the Court to extend the
"Termination Date" in the order staying avoidance actions
commenced by the Debtors pursuant to Section 546(a) of the
Bankruptcy Code through and including June 30, 2012.

Pursuant to Rule 9006-2 of the Local Rules of the Bankruptcy
Court for the District of Delaware, the filing of the motion
extends the current June 30, 2012 Termination Date until a
hearing on the Debtors' Motion without the need for a bridge
order.

The Court has scheduled a hearing to consider confirmation of the
DCL Plan commencing on June 7, 2012.  However, it is likely that
the effective date of the DCL plan will not occur prior to the
expiration of the stay on June 30, 2012.

To maintain the status quo pending the anticipated confirmation
and effectiveness of the DCL Plan, the Debtors seek to further
extend the stay of the avoidance actions from June 30, 2012,
through and including the date that is 90 days from the effective
date of the DCL Plan.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, notes that many of the claims that are the subject of
the Avoidance Actions in these Chapter 11 cases may be
eliminated, reduced, or modified in the event the DCL Plan is
confirmed, because the DCL Plan provides full payment to general
unsecured creditors of the subsidiary Debtors.  The Debtors thus
believe it is prudent to continue to the stay until the DCL Plan
is confirmed so that the Debtors will know with certainty whether
certain of the Avoidance Actions will be pursued.

More importantly, extending the June 30, 2012 Termination Date
will conservative estate resources, avoid litigation that
otherwise might be resolved in part by the confirmation of the
DCL Plan, and to permit the parties to focus on confirmation and
issues directly related to the DCL Plan, Mr. Conlan maintains.
In order to provide all parties with certainty as to when the
Stay will terminate, on the Effective Date of the DCL Plan or as
soon as practicable, the Debtors will file a notice of the
occurrence of the Effective Date on the docket in each of the
Avoidance Actions and serve such notice on all defendants to the
Avoidance Actions.

The Court will consider the Debtors' request on May 29, 2012.
Objections are due no later than May 22.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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


TRIBUNE CO: Says Allocation Disputes Ruling Should Stick
--------------------------------------------------------
Tribune Co. and Aurelius Capital Management, LP, oppose the
request of certain tendering noteholders for clarification and
reconsideration of the Bankruptcy Court's April 9, 2012 memorandum
and order regarding plan allocation disputes.

Counsel to the Debtors, Norman L. Pernick, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, argues
that the motion seeks clarification and reconsideration of issues
that have been resolved by other proceedings and decisions in the
Debtors' Chapter 11 cases that predated the Allocation Disputes
Decision.  He also points out Citadel Equity Fund Ltd. and Camden
Asset Management have neither appeared or actively participated in
the Chapter 11 cases before filing the Reconsideration Motion.

Mr. Pernick reminds the Bankruptcy Court that its prior
proceedings and decisions make clear these points:

A) The Bankruptcy Court has consistently stated that its rulings
   are not intended to resolve issues in the Disclaimed State
   Law Avoidance Claims now being litigated in the multi-
   district litigation captioned In re: Tribune Company
   Fraudulent Conveyance Litigation, 11-MD-02296 (SDNY).  The
   Allocations Disputes Decision is not exempt from this general
   principle, Mr. Pernick says.  The Tendering Noteholders could
   not advance causes of action in the MDL that go beyond the
   Disclaimed State Law Avoidance Claims to encompass claims
   that are released under the settlement that is central to the
   Fourth Amended DCL Plan, he asserts.

B) The rights of the Tendering Noteholders are defined by the
   PHONES Notes Indenture.  Mr. Pernick notes that the
   Bankruptcy Court has concluded that the claims of the
   Tendering Noteholders should be classified with the
   PHONES Noteholder claims, and that the act of tender did not
   transform those claims or erase the applicable subordination
   provisions, he avers.  The Allocation Disputes Decision is
   entirely consistent with that conclusion, he maintains.

Accordingly, the Debtors ask the Bankruptcy Court clarify that
the Allocation Disputes Decision did not alter its prior
decisions holding that the Tendering Noteholders' claims should
be treated like claims of the nontendering PHONES Noteholders.

Oaktree Capital Management, L.P., and Angelo Gordon & Co., L.P.,
and JPMorgan Chase Bank, N.A., join in the Debtors' Objection.

Aurelius's counsel, Daniel H. Golden, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, asserts that the Tendering PHONES
Noteholders have failed to demonstrate that reconsideration of
the Bankruptcy Court's determination regarding the allowed amount
of the PHONES Notes Claims is warranted.  Pending confirmation of
a plan in these Chapter 11 cases, the Bankruptcy Court's
determination regarding the $759,252,932 allowed amount of the
PHONES Notes Claims is final and binding on the Tendering PHONES
Noteholders in all subsequent litigation, he contends.

Contrary to the Tendering PHONES Noteholders' assertions, the
Court previously conclusively determined that the Tendered PHONES
Notes Claims should be classified with all other PHONES Notes
Claims, Mr. Golden asserts.  "The Tendering PHONES Noteholders
have disregarded the Court's explicit rulings in requesting
clarification and reconsideration of the relative priority of the
Tendered PHONES Notes Claims," he contends.  Indeed, the
Tendering PHONES Noteholders maintain that because the Court
determined that the PHONES Notes tendered for exchange were no
longer "outstanding," he maintains.

                       Objections to Appeal

Aurelius Capital Management, LP, on behalf of its managed
entities, has joined in the objection filed by Law Debenture Trust
Company of New York and Deutsche Bank Trust Company Americas to
the motion of Wilmington Trust Company for leave to appeal Judge
Kevin Carey's Allocation Disputes Decision.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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


TRIBUNE CO: Has Deal Temporarily Allowing WTC's $24MM Claim
-----------------------------------------------------------
Tribune Co. and Wilmington Trust Company entered into a
stipulation for temporary allowance of a fee claim for voting
purposes only pursuant to Rule 3018(a) of the Federal
Rules of Bankruptcy Procedure.

WTC has asserted that is should be entitled to vote its fee claim
as a Class 1F Other Parent Claim under the Fourth Amended DCL
Plan in the amount of $24,098,366, which the Debtors dispute.  In
a supporting declaration, counsel to WTC, Gordon Z. Novod, Esq.,
at Brown Rudnick LLP, in New York, discloses that WTC has accrued
$24.1 million in fees and expenses associated with Tribune and
the indenture for the PHONES, during the period from December 8,
2008, to April 30, 2012.

A summary setting forth the fees and expenses of WTC's outside
counsel and professionals, in connection with Tribune during the
relevant fee period is accessible for free at:

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

Pursuant to the bankruptcy court-approved stipulation, the WTC
Fees Claim is temporarily allowed solely for purposes of voting on
the Fourth Amended DCL Plan, as a Class 1F Other Parent Claim of
$24,098,366, without the requirement to provide additional
supporting documentation beyond that set forth in the Novod
Declaration.

However, if the votes of the Class 1F Claims to accept the Fourth
Amended DCL Plan are challenged in sufficient number or amount
such that the temporary allowance of the WTC Fees Claim for
voting purposes may result in Class 1F not accepting the Fourth
Amended DCL Plan, the Debtors will have the right to object to
the amount of the WTC Fees Claim for voting purposes on the basis
that such amount is not reasonable, including on the basis that
WTC has submitted insufficient supporting documentation.

Judge Carey recognized that approval of the stipulation is
consistent with the resolution of issues necessary to conduct a
confirmation hearing on the Fourth Amended DCL Plan.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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


UH COLUMBUS: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: UH Columbus Investment Limited Partnership
        c/o Real Estate Capital Partners
        114 West 47th Street, 23rd Floor
        New York, NY 10036

Bankruptcy Case No.: 12-54570

Chapter 11 Petition Date: May 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: John E. Hoffman, Jr.

Debtor's Counsel: Thomas R. Allen, Esq.
                  ALLEN KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: allen@aksnlaw.com

Scheduled Assets: $9,805,541

Scheduled Liabilities: $10,539,553

A copy of the Company's list of its 16 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb12-54570.pdf

The petition was signed by Robert J. McGee, secretary of RECI XXV,
Inc., general partner.


UNITED RETAIL: Versa Closing 96 Avenue Stores, 300 Still Running
----------------------------------------------------------------
The new owners of the Avenue clothing stores said they decided to
close 96 stores, leaving more than 300 in operation.

An affiliate of Versa Capital Management in April won bankruptcy
court approval to purchase the Avenue plus-size women's clothing
stores in April from United Retail Group Inc. Versa bought the
business with debt acquired from United Retail's owner Redcats USA
Inc. or affiliates.

Avenue Stores said in a statement that it has begun the process to
close 96 stores over the next three months.  The company
previously announced plans to selectively close and consolidate
stores in order to finalize a geographic footprint that maximizes
profitability and sales growth potential.  Upon completion of the
closures, the company will continue to operate more than 300
stores in 34 states, and offer online shopping at
http://www.Avenue.com/

During the closing process, the affected stores will offer
extraordinary sales on remaining inventory. The sales will begin
immediately.

"This kind of necessary step is always a difficult decision given
the impact on employees and customers, but it is an important step
in concluding our successful recent restructuring, and will allow
us to focus our resources," said Elizabeth "Liz" Williams, Chief
Executive Officer of Avenue Stores, LLC.  "We thank our dedicated
employees and loyal customers.  We will be offering our customers
significant discounts at the closing stores during the closing
process. Once the closures are complete, we invite customers to
shop with us at a nearby store or online at www.avenue.com."

Avenue is retaining employees throughout the closing process. The
company is also developing strategies to make this process
seamless to its customers. While Avenue Stores is presently
consolidating its base, the company intends to return to new store
growth at the appropriate time in the future.

                       About Avenue Stores

Based in Rochelle Park, N.J., Avenue Stores, LLC operates Avenue?
stores throughout the United States. Avenue is a fun, trend-right,
multi-channel source for affordable fashion for real size women
with a youthful attitude. Visit Avenue online at
http://www.Avenue.com/

                    About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


UPTOWN DRUG: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Uptown Drug Company Inc.
        dba Uptown Drug & Gift Shop
        4955 Corbin Avenue
        Tarzana, CA 91356

Bankruptcy Case No.: 12-14852

Chapter 11 Petition Date: May 24, 2012

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Robert M. Yaspan, Esq.
                  LAW OFFICES OF ROBERT M. YASPAN
                  21700 Oxnard Street, Suite 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  E-mail: court@yaspanlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-14852.pdf

The petition was signed by Gerald Shapiro, president.


US SILICA: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Frederick, Md.-based U.S. Silica Co. The rating
outlook is stable.

"At the same time, we are raising our issue-level rating on the
company's $260 million secured term loan due 2017 to 'BB-' from
'B+' in recognition of the greater prospects for recovery given
the company's growth and capacity expansions. We also revised our
recovery rating on the loan to '2', indicating our expectation
that investors can expect to receive substantial (70% to 90%)
recovery in the event of a default, from '3'," S&P said.

"The rating affirmation reflects our opinion that the company will
encounter increasing headwinds in the hydraulic fracturing (frac)
sand industry over the medium term, despite recent favorable near-
term operating trends, which produced strong performance metrics
in the first quarter," said Standard & Poor's credit analyst Gayle
Bowerman. "We believe that market competition is intensifying
because of an influx of new entrants and capacity expansions
coming online over the next 12 months. In addition, though oil and
liquids drilling remain relatively strong, low natural gas prices
have contributed to recent pullbacks in natural gas drilling. This
has resulted in slackening demand and falling prices for fine
grade sand products. The combination of these factors leads us to
believe that the supply-demand balance in the sand market is on
the crux of a shift from chronic undersupply toward possible
oversupply, and we believe it may reach a supply saturation point
as soon as mid-to-late 2013."

"The 'B+' rating and stable outlook reflect our assessment of U.S.
Silica's business risk profile as 'weak,' given that its absolute
size and scope remain relatively small, even with recent capacity
expansions. In addition, the company has significant mine
concentration, a smaller reserve base than competitors, and is
exposed to cyclical end markets. Our 'aggressive' financial risk
profile considers the company's majority private equity ownership
despite its recent IPO, its history of generating uneven free cash
flow from operations, and our view of its 'adequate' liquidity,"
S&P said.

"Under our base case scenario, we expect U.S. Silica will produce
about 3 million tons of frac sand and 4 million tons of industrial
sand in 2012, generating adjusted EBITDA of approximately $130
million. In the near term we expect the company's operating
performance will continue to benefit from solid demand for frac
sand as a result of the current shortage in the market and oil
shale drilling. We expect total debt leverage to be below 3x in
2012 and funds from operations (FFO) to total debt above 25%. In
2013, we expect the company to continue expanding its raw frac
sand production capacity and complete construction of a resin-
coated sand facility, which we expect will add about $40 million
in EBITDA for the year, further reducing leverage," S&P said.

"U.S. Silica is a major producer of sand for both industrial
applications and for use in hydraulic fracturing. The company has
shifted its product mix toward significantly higher margin frac
sand production, which we expect to constitute about 40% of total
volumes in 2012, versus 30% in 2011. More than half of the
company's sales are to cyclical end markets, resulting in
potential pressure on revenues in an economic downturn. The
company generates about one-third of its EBITDA from one of its
mines, making it susceptible to a sharp decline in earnings in the
event of an operating disruption that constrains production.
Demand in the industrial sand industry tends to be regional
because of the somewhat prohibitive cost of transporting most
types of the product farther than 200 miles. This does not,
however, preclude competitive concentration, since the largest
industry players maintain multiple locations to service national
accounts," S&P said.

"The stable outlook reflects our expectation that U.S. Silica will
continue to perform well in 2012 and 2013 as capacity expansions
increase earnings, maintaining credit metrics in line with the
corporate credit rating despite the challenges we expect in the
frac sand industry. Our rating incorporates the expectation that
U.S. Silica will maintain leverage below 4.5x and FFO to debt
above 20% over the next 12 to 18 months," S&P said.

"We could raise the ratings over the medium term as the company
continues to expand its production and revenue base, particularly
if our view of the prospects for the overall industry improves.
Key factors that would contribute to a positive rating action
include successful implementation of the anticipated capacity
expansions, maintenance of credit metrics at or near current
levels, further increases in absolute size and scope, a track
record of positive free cash flow generation, increasing reserve
levels, and a higher level of mine diversity," S&P said.

"We could lower the ratings if credit metrics were to weaken such
that we expected adjusted leverage to remain above 4.5x or if
market conditions weaken such that liquidity becomes constrained.
This may occur if the company fails to implement the new raw sand
and resin-coated capacity as anticipated; if competition
intensifies, causing pricing to erode more significantly than we
currently expect; or if the company increases its leverage to
return capital to shareholders or make an acquisition," S&P said.


WASHINGTON MUTUAL: Still Want in on $10BB Deutsche Bank Suit
-----------------------------------------------------------
Sean McLernon at Bankruptcy Law360 reports that a group of more
than two dozen Washington Mutual Bank NA noteholders on Friday
asked the D.C. Circuit to review a decision rebuffing them from
intervening in a Deutsche Bank AG unit's $10 billion suit over
allegedly shoddy mortgages WaMu issued before regulators seized
it.

In their notice of appeal, Law360 relates, the potential
intervenors said they intended to request expedited action in
order to protect their "substantial interests" in the property at
issue in the case.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WEISMAN PROPERTY: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Weisman Property Management, LLC
        9754 North 131st Street
        Scottsdale, AZ 85259

Bankruptcy Case No.: 12-11616

Chapter 11 Petition Date: May 24, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Randy Nussbaum, Esq.
                  NUSSBAUM GILLIS & DINNER, P.C.
                  14850 N. Scottsdale Road, Suite 450
                  Scottsdale, AZ 85254
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  E-mail: rnussbaum@ngdlaw.com

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

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

A copy of the Company's list of its nine largest unsecured
creditors is available for free at
http://bankrupt.com/misc/azb12-11616.pdf

The petition was signed by Steven E. Weisman and/or Elizabeth K.
Weisman, members.

Affiliates that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Steven E. Weisman and
  Elizabeth K. Weisman                 11-13185   05/06/11


WEST BROWARD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: West Broward Church of God, Inc.
        4760 N State Road 7, Bldg. D
        Lauderdale Lakes, FL 33319

Bankruptcy Case No.: 12-22665

Chapter 11 Petition Date: May 24, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Kenneth S. Mair, Esq.
                  MAIR MAIR & ASSOCIATES, PA
                  3500 N State Rd 7 #479
                  Ft. Lauderdale, FL 33319
                  Tel: (954) 730-0082
                  E-mail: mairkenneth@yahoo.com

Scheduled Assets: $1,023,371

Scheduled Liabilities: $573,520

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

The petition was signed by Maurice A. Clarke, Sr., president.


WOODBURY DEVELOPMENT: Court OKs Backenroth Frankel as Counsel
-------------------------------------------------------------
The Bankruptcy Court authorized Woodbury Development, LLC, to
employ Backenroth Frankel & Krinsky, LLP as the Debtor's counsel.

Brooklyn-based Woodbury Development, LLC, filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 12-40652)
on Jan. 31, 2012.  The Debtor, a Single Asset Real Estate in 11
U.S.C. Sec. 101 (51B), scheduled $14 million in assets and
$7.4 million in liabilities.  Its sole asset is the Site A of the
Interstate Commerce Center in Woodbury, New York, which is valued
at $14 million.  The property serves as collateral to a
$7.2 million debt to Woodbury R.E. Group LLC.  Judge Jerome Feller
presides over the case.  The petition was signed by Deborah
Harfanes, president.


WORLDCOM INC: Law Firm Must Return Funds to Miss. State
-------------------------------------------------------
WorldCom Inc. settled an alleged more than $1 billion in
delinquent tax liabilities to the State of Mississippi by paying
$100 million to the State, $4.2 million to a private charity, and
$14 million to The Langston Law Firm, a private law firm hired by
the Attorney General to pursue the claim.  Mississippi's Auditor
demanded that, because the $18.2 million paid to the private
charity and the law firm constituted public funds, it must be
turned over to the State.  The charity complied; but the law firm
refused, claiming the payment of its fees was not made with public
funds and, in any case, the Auditor had waived the State's claim.
The Auditor filed suit and the trial court granted summary
judgment to the law firm.

In a May 24, 2012 decision, the Supreme Court of Mississippi
reversed, holding that when the Attorney General pays special
assistants, Mississippi statutory law requires that they be paid
from the Attorney General's contingent fund or from other funds
appropriated to the Attorney General's office by the Legislature.
Also, the State constitution requires obligations and liabilities
to the State (for instance, a tax liability) to be paid "into the
proper treasury."  Neither of these requirements was met in this
case.

The case is STACEY PICKERING, IN HIS CAPACITY AS AUDITOR FOR THE
STATE OF MISSISSIPPI, v. LANGSTON LAW FIRM, P.A.; JOSEPH C.
LANGSTON; STATE OF MISSISSIPPI; LUNDY & DAVIS; AND AYLSTOCK,
WITKIN, KREIS & OVERHOLTZ, No. 2010-CA-00362 (Miss.).  A copy of
the ruling is available at http://is.gd/fLCy5Mfrom Leagle.com.

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection on July 21, 2002 (Bankr.
S.D.N.Y. Case No. 02-13532).  On March 31, 2002, WorldCom
disclosed $103,803,000,000 in assets and $45,897,000,000 in debts.
The Debtors were represented by Weil, Gotshal & Manges LLP.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.


* President Obama Signs Bill to Renew 29 Temporary Judges
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the president signed a bill on May 25, H.R. 4967, to
extend the tenure of 29 temporary bankruptcy judgeships around the
country, Delaware Senator Chris Coons said in a statement.  Among
the country's 351 bankruptcy judgeships, 29 were on temporary
status. A prior extension of the temporary judgeships lapsed last
year. As a result, seats couldn't be filled when they became
vacant. So far, judgeships in Manhattan and New Hampshire were
left empty.  Without renewal of the temporary judgeships, Delaware
would have been most hard-hit because five of its six judges are
on temporary status.

According to the report, the bill was revised to require the
Administrative Office of the U.S. Courts and the judiciary
committees in the House and Senate to perform studies on the need
for the judgeships before the temporary slots are renewed five
years from now.  Without the bill, 14 states and Puerto Rico would
have lost judges with each retirement or resignation.


* Ch. 7 Bankruptcy Trustee A. Byman Joins Hughes Watters
--------------------------------------------------------
Allison D. Byman recently joined Hughes Watters Askanase, L.L.P.
as Of Counsel in the firm's Business Bankruptcy Practice Area.  In
addition to her regular business bankruptcy practice, Allison is
the newest Chapter 7 Panel Trustee for the Southern District of
Texas.

Byman was appointed as a Chapter 7 Bankruptcy Trustee for the
Southern District of Texas in April 2012.  She was admitted to the
State Bar of Texas in 2003 and is also admitted to practice in the
United States Court of Appeals, Fifth Circuit, and the U.S.
District Courts of Texas for the Northern, Southern, Eastern and
Western Districts.  Byman was named one of the Texas Rising
Stars(R) by Thomson Reuters (Bankruptcy & Creditor/Debtor Rights)
in 2010.

With regard to her reasons for joining HWA, Byman commented: "I
have worked closely with lawyers from HWA over time and have
admired and respected the way in which they handled their cases in
the courtroom and in the office.  I also understand that HWA knows
how to handle a trustee practice.  As a new trustee, I believe my
learning curve will be much shorter with the help of HWA lawyers
and trustee paralegal David Kokenes."

"Hughes Watters Askanase has earned a solid reputation for
addressing bankruptcy matters in Houston and throughout Texas.  We
welcome Allison as the newest member of our business bankruptcy
team," said Wayne Kitchens, co-managing partner with HWA and head
of the firm's Business Bankruptcy Practice Area.  "We are
confident that Allison will make significant contributions in her
role at our firm and as a Chapter 7 Panel Trustee.

Allison previously worked as an associate with Thompson & Knight
LLP in Houston where she supported the firm's Bankruptcy and
Creditors' Rights Practice Group.  Byman has authored and
presented numerous papers on bankruptcy topics.  She is a member
of the Houston Bar Association Bankruptcy Section and National
Association of Bankruptcy Trustees.  She is a co-founder, past
president and member of the Houston Association of Young
Bankruptcy Lawyers.  Byman is also a member, the membership chair
and barrister for The Moller--Foltz American Inns of Court.

Byman earned a Bachelor of Arts degree in Political Science, cum
laude, from Texas A&M University and a Doctor of Jurisprudence
degree from the University of Houston Law Center.

                    About Hughes Watters Askanase

For more than 34 years, Hughes Watters Askanase, L.L.P. has helped
business organizations, financial institutions and individuals
succeed with their business endeavors.  The firm's attorneys play
a strategic role and support clients through every stage of
existence and operation.  The firm's practice focuses on
representation of commercial and consumer lenders, including banks
and credit unions; business bankruptcy; business planning and
strategy; default servicing; real estate and finance; commercial
and consumer financial services litigation; and estate planning
and probate.


* Huron Consulting Adds Restructuring Expert from Harris Williams
-----------------------------------------------------------------
Huron Consulting Group disclosed that Geoffrey Frankel has joined
the Company as a managing director in the Financial Consulting
segment to provide transactional services to restructuring and
bankruptcy clients.

"Due to the current state of credit markets and ongoing economic
uncertainty, businesses are facing unprecedented financial and
operational challenges," said John DiDonato, managing director and
Financial Consulting segment leader, Huron Consulting Group.
"Geoff's investment banking expertise will provide clients
additional financial and transactional resources to address their
business challenges.  We're pleased to welcome him to Huron."

At Huron, Frankel will concentrate on building an investment
banking/capital markets practice focused on distressed companies
to complement the Company's existing restructuring advisory
services.  He has more than 20 years of experience advising
troubled and healthy companies and their creditor and equity-
holder constituencies in mergers and acquisitions, financings,
corporate/bankruptcy reorganizations, debt and equity
restructurings, complex valuations, and litigation support
services.  His expertise spans a wide range of industries
including industrial, manufacturing, metals, consumer and building
products, and retail.

Prior to joining Huron, Frankel served as a managing director at
Harris Williams & Co. where he was the founder and group leader
for the firm's Restructuring Advisory and Distressed M&A practice.

                      About Huron Consulting

Huron Consulting Group -- http://www.huronconsultinggroup.com/--
helps clients in diverse industries improve performance, comply
with complex regulations, reduce costs, recover from distress,
leverage technology, and stimulate growth.  The Company teams with
its clients to deliver sustainable and measurable results.  Huron
provides services to a wide variety of both financially sound and
distressed organizations, including healthcare organizations,
Fortune 500 companies, leading academic institutions, medium-sized
businesses, and the law firms that represent these various
organizations.


* Proskauer Hires Dewey & LeBoeuf's London Bankruptcy Team
----------------------------------------------------------
Proskauer Rose LLP disclosed the hiring in London of a team of
restructuring and insolvency lawyers led by Partners Mark Fennessy
and Hazel Miller, who join from Dewey & LeBoeuf, where Mr.
Fennessy headed the European Restructuring Practice.

Mr. Fennessy and Ms. Miller's focus are in corporate
restructuring, special situations (involving financial
restructuring mandates, including advice on funds-based,
structured products and leveraged financing transactions) and
insolvency litigation.  The two have advised on many of the major
restructurings of the past few years, ranging from structured
investment vehicles and leveraged buyout restructurings, to major
financial and corporate mandates, including MF Global, Lehman
Brothers, Wind Hellas, General Motors and several commercial
mortgage-backed securities restructurings.

"This is a first-class group of London-based restructuring lawyers
who will combine with our U.S. team to provide clients with global
service on restructuring and bankruptcy matters," said Proskauer
Chairman Joseph M. Leccese.

"I had the pleasure of working previously with Mark and Hazel and
have great respect and admiration for them.  We are excited that
our clients will benefit from the experience of our group as we
continue to build out our capabilities globally," said Proskauer
Partner Martin Bienenstock.

"We are delighted to be joining such a dynamic firm working
alongside Proskauer's excellent team of lawyers.  This is an
excellent fit for our Group," said Mr. Fennessy.

                         About Proskauer

Founded in 1875, Proskauer Rose LLP -- http://www.proskauer.com/-
- is a global law firm widely recognized for its leadership in a
variety of legal services provided to clients worldwide from
offices in Beijing, Boca Raton, Boston, Chicago, Hong Kong,
London, Los Angeles, New Orleans, New York, Newark, Paris, Sao
Paulo and Washington, DC.


* Tygris Founder S. Armstrong to Head Great American's GA Capital
-----------------------------------------------------------------
Great American Group, LLC has announced the appointment of Stuart
Armstrong as President of GA Capital.

"We're pleased to have someone of Stuart's caliber joining us,"
said Great American Group CEO Andy Gumaer.  "With his experience,
he'll be a tremendous asset to the customers who come to us for
the wide variety of financial solutions we make available through
GA Capital."

Mr. Armstrong, who has more than 20 years of experience in the
financial services industry, will be responsible for the day-to-
day management and operation of GA Capital, which provides senior
and junior secured loan facilities to help middle market
businesses meet their financing needs.

"I'm looking forward to working with the Great American team and
helping to drive the expansion of the GA Capital platform into all
major industries and market sectors," Mr. Armstrong said.

Previously, Mr. Armstrong was one of the founders and served as
Executive Vice President of Tygris Commercial Finance and as
President of Tygris Corporate Finance.  Prior to that,
Mr. Armstrong was President of Black Diamond Commercial Finance
and was Senior Managing Director and Vertical Industries Leader
for GE Commercial Finance's Corporate Lending Group.  Mr.
Armstrong started his career at The Bank of New York.

A division of Great American Group, GA Capital provides senior and
junior secured corporate loans that range from $15 million to $150
million -- assisting companies in restructuring existing debt,
fueling new growth strategies and enhancing their liquidity
profiles.  For more information, contact (818) 884-3737 or visit
http://www.greatamerican.com/services/ga_capital/ga_capital.html

            About Great American Group, LLC (GAMR-G)

Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of asset disposition solutions and valuation and
appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms.  Great American
Group has offices in Atlanta, Boston, Charlotte, North Carolina,
Chicago, Dallas, London, Los Angeles, New York, and San Francisco.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact:             1-240-629-3300

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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