TCR_Public/120611.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, June 11, 2012, Vol. 16, No. 161

                            Headlines

1&2 MET: Case Summary & 2 Largest Unsecured Creditors
10800 E CACTUS: Lack of Plan, Direction Prompt Case Dismissal
38 STUDIOS: Files for Chapter 7 Bankruptcy Protection
7972 RIDGE: Case Summary & 3 Largest Unsecured Creditors
ALEJO PROPERTIES: Case Summary & 7 Largest Unsecured Creditors

AMERICAN AIRLINES: Wins OK to Expand KPMG Services
AMERICAN AIRLINES: Court Approves Additional Work for McKinsey
AMERICAN AIRLINES: Toyota Wants Decision on Leases
AMERICAN AIRLINES: $3.6-Mil. in Claims Changed Hands in March
ASARCO LLC: Contribution Claims Against CNA Holdings Time-Barred

ASSYRIAN BABYLON: Faces Eviction From Bar Premises
ASPEN CHASE: Case Summary & 20 Largest Unsecured Creditors
ASTORIA FINANCIAL: Moody's Assigns '(P)Ba1' Jr. Sub. Shelf Rating
ATKORE INT'L: Moody's Lowers CFR/PDR to 'B3'; Outlook Negative
AVION DEVELOPMENT: Case Summary & Largest Unsecured Creditor

BELCORP RESOURCES: Case Summary & 15 Largest Unsecured Creditors
BELTWAY ONE: Wells Fargo Disputes Bid for Open-Ended Exclusivity
BLUEKNIGHT ENERGY: MSDC Owns 24% Common Units, 6% Pref. Units
CAMARILLO PLAZA: Court OKs Janet Lawson as Attorney
CAROLINA FEDERAL: Closed; Bank of NC Assumes All Deposits

CAESARS ENTERTAINMENT: Bank Debt Trades at 13% Off
CLEAR CHANNEL: Bank Debt Trades at 23% Off in Secondary Market
COLANINNO REALTY: Files for Chapter 11 Bankruptcy Protection
COMMET WELCOME: Case Summary & 7 Largest Unsecured Creditors
CONYERS 138: Case Summary & Largest Unsecured Creditor

DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market
DEX ONE: Fails to Comply with NYSE's $1.00 Trading Price Rule
DEX ONE: Atish Banerjea to Resell 100,000 Common Shares
DOUBLE W FARMS: Voluntary Chapter 11 Case Summary
EXECUTIVE CENTER: Hires Janet Lawson as Counsel

FARMERS AND TRADERS: Closed; First State Bank Assumes All Deposits
FIRST CAPITAL BANK: Closed; F & M Bank Assumes All Deposits
FREMONT GENERAL: $1.34MM Award to Former General Counsel Affirmed
FRUIT OF THE SPIRIT: Case Summary & 8 Largest Unsecured Creditors
GREATER PROPERTIES: Case Summary & 3 Largest Unsecured Creditors

GRUBB & ELLIS: Wants Plan Filing Period Extended to Sept. 30
HAWKER BEECHCRAFT: Bank Debt Trades at 43% Off in Secondary Market
HAWKER BEECHCRAFT: Gets OK to Hire Kirkland & Ellis as Attorneys
HORIZON VILLAGE: Lender Disputes Bid for Open-Ended Exclusivity
HOVNANIAN ENTERPRISES: Swings to $1.8MM Net Income in Fiscal Q2

JAMAL LEWIS: Fails to File Documents; Wants Hearing Postponed
KINGSTON HOTELS: Case Summary & 4 Largest Unsecured Creditors
KODI KLIP: Case Summary & 20 Largest Unsecured Creditors
LAMOS MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors
LICHTIN/WADE: Court Approves Stubbs & Perdue as Counsel

LSP ENERGY: Taps PA Consulting as Energy Expert Advisor
M FOODS: Case Summary & 6 Largest Unsecured Creditors
MDC PARTNERS: Moody's Lowers CFR/PDR to 'B2'; Outlook Stable
MEMC ELECTRONIC: Moody's Downgrades CFR to 'B3'; Outlook Stable
MONEY TREE: Wants Control of Case Through August

MPG OFFICE: Has Agreement to Temporarily Hold 3800 Chapman Title
NAVISTAR INTERNATIONAL: GAMCO Assets Discloses 4.6% Equity Stake
NAVISTAR INTERNATIONAL: Carl Icahn Discloses 11.8% Equity Stake
NAYANI, INC.: Case Summary & 5 Largest Unsecured Creditors
NEW CENTURY TRS: Bankr. Court Won't Rule on Sanctions Bid

NOOR SHAN: Case Summary & 6 Largest Unsecured Creditors
PHILADELPHIA SCHOOL: Moody's Affirms 'Ba1' Gen. Obligation Rating
POLYPORE INT'L: Moody's Raises CFR/PDR to 'B1'; Outlook Stable
POTOMAC SUPPLY: Court OKs Morgan Joseph as Investment Banker
POTOMAC SUPPLY: Court Approves LeClairRyan as Panel's Counsel

R&L DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
RG STEEL: Herman Strauss Offers $15 Million for Facility
RNP INVESTMENTS: Voluntary Chapter 11 Case Summary
SEALY CORP: FPR Partners Discloses 8.8% Equity Stake
SHEARER'S FOODS: Moody's Cuts PDR to 'Caa1', 'B3' CFR on Review

SHRI SHIV: Voluntary Chapter 11 Case Summary
SLAVERY MUSEUM: Chapter 7 Liquidation Sought
SMOKIN' AL'S OF MASSAPEQUA: Case Summary & Creditors List
SMOKIN' AL'S, INC.: Case Summary & 16 Largest Unsecured Creditors
SPRING POINTE: Ray Quinney to Withdraw as Counsel

STARBRITE PROPERTIES: Law Firm Facing Probe After Fraud Revelation
STYRON CORP: Bank Debt Trades at 13% Off in Secondary Market
SUZANO PAPER: S&P Cuts Corp. Credit Rating to 'BB' on Higher Debt
SYNERGY INVESTMENT: Case Summary & 6 Largest Unsecured Creditors
TCIM SERVICES: Case Summary & 20 Largest Unsecured Creditors

TOWNSEND CORP: Jaguar Dealer Has Control of Case Thru July 5
TRIBUNE CO: Hearing on 4th Amended DCL Plan Begins
TRIBUNE CO: Epiq Files 4th Amended Plan Voting Results
TRIBUNE CO: Publishers Forest's Chapter 11 Case Dismissed
TRIBUNE CO: Wins Additional Extension of Stay of Avoidance Suits

TRIDENT MICROSYSTEMS: Map-X Audio Product Line Sold to CSR
TYSON FOODS: Moody's Raises Rating on Sr. Unsec. Notes to 'Ba1'
USEC INC: To Issue Additional 10MM Shares Under Savings Program
USEC INC: Tradewinds Global Ceases to Hold 5% Equity Stake
WACCAMAW BANK: Closed; First Community Bank Assumes All Deposits

WELCOME PHARMACIES: Case Summary & 15 Largest Unsecured Creditors
WESTERN POZZOLAN: Court May Appoint Chapter 11 Trustee
WOLF CREEK: Second Amended Joint Plan Declared Effective
WOK ACQUISITION: Moody's Rates $300MM Sr. Unsecured Notes 'Caa1'
YUCCA SPRINGS: Case Summary & 3 Largest Unsecured Creditors

* Moody's Says May Global Spec-Grade Corp. Default Rate Up 2.7%
* Moody's Says Power Generation Shift Prompts Credit Uncertainty
* Moody's Says US Surety Sector to Face Higher Claim Costs
* Moody's Says Weak Performance in US Malls May Lead to Scrunity

* BOND PRICING -- For Week From May 28 to June 1, 2012


                            *********


1&2 MET: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 1&2 Met Center 10, LLC, a Delaware limited liability
        company
        36 Sand Dollar Court
        Newport Beach, CA 92663

Bankruptcy Case No.: 12-16981

Chapter 11 Petition Date: June 4, 2012

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

Judge: Mark S. Wallace

Debtor's Counsel: Darvy M. Cohan, Esq.
                  DARVY MACK COHAN ATTORNEY AT LAW
                  7855 Ivanhoe Avenue, Suite 400
                  La Jolla, CA 92037
                  Tel: (858) 459-4432
                  Fax: (858) 454-3548
                  E-mail: dmc@cohanlaw.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 two largest unsecured
creditors is available for free at
http://bankrupt.com/misc/cacb12-16981.pdf

The petition was signed by Mubeen Aliniazee, restructuring
officer.


10800 E CACTUS: Lack of Plan, Direction Prompt Case Dismissal
-------------------------------------------------------------
Chief Bankruptcy Judge James M. Marlar dismissed the Chapter 11
case of 10800 E. Cactus Road, LLC, saying the case is "going
nowhere" and "has simply languished."

10800 E. Cactus Road, LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Ariz. Case No. 11-16835) on June 10, 2011, estimating
under $1 million in assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/azb11-16835.pdf

The case was dismissed on July 7, 2011 for failure to timely file
schedules and the statement of financial affairs.  Then, upon
motion, it was reinstated.

The Debtor's schedules reflect ownership of a number of real
estate properties, with liens on them vastly in excess of their
values.  The statement of financial affairs reflects no operating
business. The Debtor's schedules reflect no cash, no bank accounts
and no personal property, as of the day of filing.

On Oct. 19, 2011, the Debtor filed a plan and disclosure
statement.  The disclosure statement was approved on Nov. 16,
2011, and a confirmation hearing was set for Jan. 18, 2012.

In the meantime, monthly operating reports were filed for the
months of August, September and October, and June-December 2011,
and March and April 2012.

On Jan. 18, 2012, the confirmation case was not ready to be tried,
and the matter was continued to Feb. 22.  Again, on that date, it
was continued again for "an evidentiary hearing on valuation and
confirmation."  Once more, that matter was continued to April 19.
And again to May 16.  At that hearing, Judge Eileen Hollowell set
a two-hour evidentiary hearing on stay relief for July 10.

On May 15, 2012, the Debtor withdrew its existing plan, with the
promise that it "will file a new plan and disclosure statement at
a future date."  The "future date" was unspecified.  No new plan
has been filed to date.

According to Judge Marlar, the Debtor has stalled its creditors
for an entire year, and has no plan on file.  "It is also obvious
that the Debtor is incapable of achieving a viable reorganization,
and that further delay is a burden on creditors and the court
alike.  The Debtor has been given more than adequate opportunity
to process a case in the federal bankruptcy court, and has failed
to prosecute it.  Time has run out."

Judge Marlar dismissed the petition with prejudice.  He said no
motions for reconsideration will be entertained.  The Debtor's
sole remedy shall be by appeal.  If the Debtor refiles, the clerk
is ordered to assign the case to the same judge.

A copy of the Court's June 6, 2012 Memorandum Decision is
available at http://is.gd/cHct6qfrom Leagle.com.


38 STUDIOS: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------
Andy Chalk at the Escapist reports that Curt Schilling's 38
Studios filed for Chapter 7 bankruptcy protection on June 8, 2012.

"This action comes after several weeks when the company has
reviewed, considered and received the recommendations and advice
with respect to potential avenues for relief that are currently
available," a company representative told the Providence Journal.
"After ongoing negotiations with the State of Rhode Island and
potential investors and other interested parties, the Company has
been unable to find a solution to the current stalemate."

According to the report, unfortunately for all involved, the end
of 38 Studios doesn't mean the end of the unpleasantness.  The
Rhode Island State Police, the FBI, the U.S. Attorney's office and
the Rhode Island Attorney General "are working together to
investigate activities that have recently come to light at 38
Studios."  Those "activities" relate to the $75 million loan
guarantee that brought 38 Studios to Rhode Island in the first
place, plus another $8.5 million loan from Bank RI that was only
recently disclosed, based on state film tax credits that had not
actually been issued to the company.

Providence Journal, citing court documents, said 38 Studios'
Baltimore location, formerly known as Big Huge Games, has debts in
excess of $100 million and assets of only $500,000 to $1 million.

Headquartered in Providence, Rhode Island, 38 Studios --
http://38studios.com/-- is an entertainment and IP creation
company in development on a broad range of products, including
online and console video games, toys, novels, comics, film, TV,
and other forms of digital media.


7972 RIDGE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 7972 Ridge Road LLC
        1392 High Street
        Wadsworth, OH 44281
        Tel: (330) 334-0014

Bankruptcy Case No.: 12-51837

Chapter 11 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: John P. Malone, Jr., Esq.
                  614 Superior Avenue, N.W.
                  1150 Rockefeller Building
                  Cleveland, OH 44113-1311
                  Tel: (216) 861-5511
                  Fax: (216) 861-0211
                  E-mail: jmaloneattorney@gmail.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 is available for free at:
http://bankrupt.com/misc/ohnb12-51837.pdf

The petition was signed by Stephen M. Kovack, member and manager.


ALEJO PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Alejo Properties, LLC.
        171 S. Hudson Avenue
        Pasadena, CA 91101

Bankruptcy Case No.: 12-29594

Chapter 11 Petition Date: June 4, 2012

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

Judge: Peter Carroll

Debtor's Counsel: Ovsanna Takvoryan, Esq.
                  TAKVORYAN LAW GROUP, A PROFESSIONAL CORP
                  450 N. Brand Boulevard, Suite 600
                  Glendale, CA 91203
                  Tel: (818) 291-6272
                  Fax: (818) 484-2126
                  E-mail: ovsanna@takvoryanlawgroup.com

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

Estimated Debts: $50,000,001 to $100,000,000

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-29594.pdf

The petition was signed by John Alejo, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Randy M. Alejo                        12-28964            05/30/12


AMERICAN AIRLINES: Wins OK to Expand KPMG Services
--------------------------------------------------
AMR Corp. and its affiliates sought and obtained the Bankruptcy
Court's permission to employ KPMG LLP as their tax compliance and
tax consultants, nunc pro tunc to March 8, 2012.

According to a supplemental application filed in Court, the
Debtors determined to expand the scope of KPMG's retention to
perform tax consulting services to various AMR international
assignees with respect to Internal Revenue Service examinations
for previous tax years pursuant to the Supplemental Engagement
Letters, including, but not limited to these services:

  (a) Represent internal assignees in their current upcoming
      IRS income tax examination;

  (b) Work to resolve the examination in efficient manner and
      work with international assignees to develop an
      appropriate strategy for best handling the examination;

  (c) Assist international assignees with dealings with the IRS
      examination team and meet with team members as appropriate
      and necessary;

  (d) Assist international assignees in preparing submissions in
      response to IRS inquiries; and

  (e) If sought, represent international assignees before IRS
      Appeals or participate in an alternative dispute
      resolution program.

The Debtors will pay KPMG's professionals according to their
customary hourly rates, discounted at 60%:

       Title                       Discounted Hourly Rate
       -----                       ----------------------
       Partner                             $480
       Senior Manager                      $360
       Manager                             $285
       Senior Associate                    $225
       Staff                               $177

KPMG may also seek reimbursement for reasonable and necessary
expenses incurred.

Melisa Denis, a partner at KPMG LLP, says KPMG remains a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Court Approves Additional Work for McKinsey
--------------------------------------------------------------
Judge Sean Lane approved a supplemental application by AMR Corp.
to employ McKinsey Recovery & Transformation Services U.S., LLC;
McKinsey & Company, Inc. United States; and McKinsey & Company,
Inc. Japan, as the Debtors' management consultants, effective as
of April 13, 2012.

AMR wants McKinsey to provide supplemental services, including:

  (a) Evaluate alternative business plans including costs,
      savings and risks;

  (b) Support the Debtors in any efforts to execute one or more
      business alternatives;

  (c) Support the Debtors in responding to diligence requests
      from the Official Committee of Unsecured Creditors and
      other third parties regarding the items noted; and

  (d) Perform additional analysis as requested by the Debtors.

The Debtors will pay McKinsey according to its professionals'
customary hourly rates:

           Title                    Rate per Hour
           -----                    -------------
           Practice Leader           $750 to $985
           Executive Vice President  $650 to $750
           Senior Vice President     $500 to $650
           Manager                   $450 to $500
           Senior Associate          $350 to $450
           Associate                 $300 to $350
           Analyst                   $200 to $300
           Paraprofessional:         $100 to $175

The Debtors will also reimburse McKinsey for all reasonable
expenses incurred.

Seth Goldstrom, member of the Board of Directors at McKinsey
Recovery & Transformation Services U.S., LLC, maintains that
McKinsey is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Toyota Wants Decision on Leases
--------------------------------------------------
Toyota Motor Credit Corporation asks the Bankruptcy Court to
compel American Airlines, Inc., to assume or reject certain
unexpired leases between the parties; and to compel the Debtor to
timely perform its obligations under the leases.

Toyota complained that the Debtor is currently due for the
postpetition payment arising from its use and operation of
certain Toyota equipment pursuant to 23 unexpired leases.  Based
on the Debtor's failure to make postpetition payments pursuant to
the subject leases, despite its continued use and enjoyment of
the equipment, the Debtor is in a position to make an immediate
determination if it will assume or reject the Leases, Toyota
insisted.

Toyota is represented by:

        Geoffrey J. Peters, Esq.
        WELTMAN, WEINBERG & REIS CO., L.P.A.
        175 S. Third Street, Suite 900
        Columbus, OH 43215
        Tel: (614) 857-4324
        E-mail: gpeters@weltman.com

Toyota withdrew its motion to compel and reserved its right to
refile the motion.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: $3.6-Mil. in Claims Changed Hands in March
-------------------------------------------------------------
About 136 claims totaling more than $3.6 million were traded in
the Chapter 11 cases of AMR Corp. and its debtor affiliates in
March 2012.  The claims transferred were:

(a) Debt Acquisition Company of American V, LLC

   Transferor                                 Claim Amt.
   ----------                                 ----------
   Baggage Delivery Service Inc.                   $859
   Belfort Instrument Company                       755
   Charlottesville-Albemarle Airport Authority    5,752
   Comfort Suites                                 4,054
   Raben Tire Company Inc.                          780
   Renee Starnes                                    845
   Access Courier Incorporated                    1,066
   CK & W Supply Inc.                             2,312
   Classic Chevrolet GM Parts Center                571
   Colorado Cab Company LLC                         814
   Dickson                                          585
   Greater Raleigh Refrigeration Inc.               599
   JFM Engineering Inc.                           1,160
   Olympia Supply Company                         1,900
   Steen Macek Paper Company                  3,007,149
   Barfield Inc.                                  4,374
   Budget Buddy Company Inc.                        789
   Carol Marks Music - A Division of Loraco Inc.    500
   Crystal Ice Company                              528
   Executone Systems Co of LA Inc.                  777
   Express Catering Inc.                          1,180
   First Class Concessions Inc.                     514
   Goulette Ice Company                             801
   Harlan Global Manufacturing                      528
   Montgomery Muggs LLC                           2,362
   Nevada Yellow Cab Corp.                          541
   Nuruddin Jalauddin DBA Noors Taxi              1,650
   OCS America Inc.                                 743
   Patson Inc. DBA Transchicago Truck Group       1,740
   Vision Hospitality DBA Hampton Inn             1,798
   A1 Taxi & Delivery Service                       915
   Alamo Group Inc.                               1,539
   American Medal & Rehab Co.                     1,065
   Atchison Transportation Service                1,646
   Carlton Stowers                                1,200
   Cheapflights Media (USA) Inc.                  5,514
   Doskocil Manufacturing Company                 1,856
   Excel Automotive Inc.                          1,182
   Kaddas Enterprises Inc.                        1,400
   Nevada Crystal Premium                           563
   Ohio Services                                  3,227
   American Towing Service                        2,081
   Andy M Camacho, Inc.                             514
   Coral Gables Community Foundation                600
   F C Witt Associates Ltd.                       5,650
   Horn Motors, Inc.                              1,163
   IDT Jets                                         787
   Kracky McGee's Snack Shack                       779
   Lee Wesley Group Inc.                            623
   LGA Cafe LLC                                     777
   MCA Supply LLC                                 2,657
   Creative Photographers Inc                       750
   CRI Recycling Service Incorporated             7,976
   Dallas Lighthouse For The Blind                  837
   Geotex Incorporated                            1,753
   Garland Steel Inc                                899
   Moresteam.com LLC                              4,600
   Tailwind Gainesville                             785

(b) Sierra Liquidity Fund, LLC

   Transferor                                 Claim Amt.
   ----------                                 ----------
   J & B Aviation Services, Inc.                $26,459
   L & M Office Furniture                         8,844
   Mutual Propane - Mutual Liquid Gas & Equipment 6,923
   Insulation Supply Company                      9,830
   Holly Equipment Sales, Inc.                    7,473
   Southwestern Petroleum Corporation             8,067
   Tug Technologies Corporation                   2,802
   Tug Technologies Corporation                   5,884
   Protective Packaging Corporation               4,446
   Associated Industries, Inc.                    5,898
   Ever Serve Corporation                         1,429
   HSH Interplan USA, Inc.                        3,640
   Innodyne Systems Incorporated                  2,423
   Honolulu Fish Company                            776
   Uncle Rod's Inc.                                 439
   EVI, LLC                                         758
   Jean's Upholstery Shop                           188
   Spinelli Pastry Shoppe                         3,150
   Facet USA, Inc.                                2,598
   Ebsco Spring Company                           2,598
   Stuart Hose and Pipe Company                   1,927
   The Young Industries, Inc.                     2,745
   Harvey-Daco, Inc.                              1,608
   Accurate Fire Equipment Company                  955
   Durham Coca-Cola                               1,071
   Durham Coca-Cola                                 275
   Fresno AG Hardware                               168
   Airways Gifts                                     85
   Twin Liquors                                     302
   DeanJoy, LLC                                   1,890
   Tri-State Propane, Inc.                           64
   Harlan Global Manufacturing                      528
   Pathfinder Company, Inc.                         680
   Quality Products                               2,516
   Fast Signs                                        89
   Innovation Air Conditioning                    1,489
   Hydraulic Sales & Service, Inc.                  628
   Ft. Worth Welders Supply, Inc.                 1,750
   Atacs Products, Inc.                           2,512
   Race Brothers Farm & Home Supply                 246
   Murray Supply Corporation                        201
   Visiontron Corporation                           556
   Visiontron Corporation                           155
   Rapid Rivet & Fastener Corporation                35
   Fleet Products, Inc.                             618
   SJM Industrial Radio                             543
   Florida Bearings, Inc.                           331
   Jim Warfield Electric of Texas, Inc.           2,294
   J & B Aviation Services, Inc.                  1,621
   J & B Aviation Services, Inc.                 28,081
   Robert Talbott, Inc.                           2,403
   Innodyne Systems, Inc.                        16,956
   Innodyne Systems, Inc.                        19,379

(c) ASM Capital IV, L.P.

   Transferor                                 Claim Amt.
   ----------                                 ----------
   Buffalo Wings Aeropuerto                      $5,176
   Aeroflite Enterprises Inc.                     9,100
   Esterline Sensors Services Americas Inc.      78,157

(d) Fair Harbor Capital, LLC

   Transferor                                 Claim Amt.
   ----------                                 ----------
   Ruffin Holdings Incorporated                 $91,076
   Firstmark Aerospace                           10,550
   Moody National Companies                       5,484
   Ruffin Holdings Incorporated                  91,076
   Coday Enterprises Incorporated                 4,000
   Firstmark Aerospace                            10,550

(e) Claims Recovery Group LLC

   Transferor                                 Claim Amt.
   ----------                                 ----------
   Dean and Gibson                               $3,046
   Atlantic Radio Telephone Inc.                  2,019
   37-10 Hotel Operating Company                  3,742

(f) CRT Special Investments LLC

   Transferor                                 Claim Amt.
   ----------                                 ----------
   Added Incentives, Inc.                        $3,270
   Cosco Fire Protection                          3,177

(g) Tannor Partners Credit Fund, LP

   Transferor                                 Claim Amt.
   ----------                                 ----------
   Parker Hannifin Corp.                              -
   Paradise Bakery & Cafe                          $638

Five claims, three from Transaero, Inc. and two from Aero Parts
Mart, were transferred to Hain Capital Holdings, Ltd.  The total
amount of the claims was not disclosed.

Three claims, one from Seal Company Enterprises Inc., and two
from O'Sullivan Communications, were transferred to Sonar Credit
Partners II, LLC.  The total amount of the claims was not
disclosed.

                      About American Airlines

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

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

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

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

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

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

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

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


ASARCO LLC: Contribution Claims Against CNA Holdings Time-Barred
----------------------------------------------------------------
District Judge William Alsup for the Northern District of
California granted summary judgment to CNA Holdings, LLC, in a
CERCLA contribution action filed by Asarco LLC involving "the
Selby Site", a contaminated land in Contra Costa County,
California.  The Court held that ASARCO's contribution action is
time-barred.  The claim seeking contribution was not commenced
within three years of the entry of a March 13, 1989 settlement
among the property's former owners and state agencies; therefore,
ASARCO's complaint is dismissed against CNA Holdings.

The 66-acre land known as "the Selby Site" consists of upland and
former tideland and was originally the location of the Selby
Smelting and Lead Company, a silver and lead smelter, which was
built in 1884 and began operations in 1886.  In 1905, a
predecessor of ASARCO gained control of operations at the site and
continued operations through 1970.  As a result of ASARCO's lead
and refining operations, slag -- a partially vitreous waste
product of smelting -- was produced and deposited on both the land
owned by ASARCO and in the tidelands leased by it from the
California State Lands Commission.  Approximately 60 acres of land
were "created" by the accretion of slag along the shoreline
resulting in the current 66-acre site. The Selby Smelting and Lead
Company closed in 1970 after being named as the likely source of
lead that caused livestock deaths in Solano County.

After the Selby Smelting and Lead Company ceased operations,
Virginia Chemicals (now CNA Holdings) acquired a leasehold on a
1.33-acre portion of the site and installed and operated a sulfur
dioxide facility, which operated from 1971 to 1975. Virginia
Chemicals' operations caused spills of acid and the escape of
fugitive sulfuric dioxide gas.  Virginia Chemicals ceased its
operations after having problems with contamination of the top six
feet of soil with sulfuric acid.

Subsurface investigations of the Selby Site began in 1973.  Acid-
contamination of the soil on the Selby Site was first discovered
in April 1976, during a joint agency inspection of the 1.33-acre
Virginia Chemicals area, as well as of the adjacent Southern
Pacific Transportation Company railroad spur tracks.  In response,
in August 1976, the Regional Water Quality Control Board issued a
cleanup and abatement order to various parties, including ASARCO,
Virginia Chemicals, and the Southern Pacific Transportation
Company, requiring that the acid contamination be remediated by
the removal and replacement of the top six feet of soil in the
1.33-acre Virginia Chemicals production area, and by the
installation and monitoring of wells.  In April 1977, after
finding that the directives of the Board Order had been complied
with, the Regional Water Quality Control Board rescinded the
cleanup and abatement order.

In 1977, Wickland Oil Company purchased ASARCO's portion of the
Selby Site. In early 1980, Wickland Oil began plans to construct a
coal export terminal. As part of Wickland Oil's construction
efforts, it submitted its proposed plans to the United States Army
Corps of Engineers and suggested that the slag on the Selby Site
be used as fill material in the levees in the Sacramento River
Delta. The State Department of Health Services advised the Corps
that the slag was hazardous waste that posed a threat to the
public and the environment if not properly managed. In 1981,
Wickland Oil leased the tideland portion of the Selby Site from
the California State Lands Commission, and began construction of a
bulk refined marine-fuel terminal. Operations of the fuel terminal
began in 1982.

Several investigations of the Selby Site were conducted after
Wickland Oil purchased the site from ASARCO, including an
investigation by the California Department of Fish and Game, which
sampled and analyzed samples from the slag and found arsenic,
barium, copper, lead, antimony, and zinc concentrations that
exceeded EPA water-quality standards. As the owner of the Selby
Site, Wickland Oil looked for other responsible parties to address
the hazardous waste problems on the site.

In 1983, Wickland Oil filed a lawsuit in the United States
District Court for the Northern District of California, alleging a
CERCLA Section 107(a) environmental-response cost-recovery claim
against ASARCO and the California State Lands Commission. While
the Virginia Chemicals production area was referred to repeatedly
by the parties during the lawsuit, Virginia Chemicals was never
brought into the suit as a party. During the lawsuit, in 1988, a
remedial investigation report was submitted by expert Levine
Fricke, summarizing an investigation of offshore sediment, onshore
soil, and groundwater samples collected on the Selby Site. This
remedial investigation report revealed that onsite slag deposits
contained elevated concentrations of heavy metals, including lead,
arsenic, cadmium and zinc. Acid residues were detected in the soil
where Virginia Chemicals had operated its production facility.
Offshore sampling also revealed elevated metal concentrations in
offshore sediments.

In March 1989, a consent judgment was issued under which Wickland
Oil, ASARCO, and the California State Lands Commission agreed to a
phased remediation of the Selby Site.  Under the 1989 Wickland
Settlement, the parties undertook two broad categories of
remediation costs. The first category included, among other
things, the implementation of four "Interim Remedial Measures",
with each party assuming one third of the cost responsibility. The
four IRMs included (i) excavating and neutralizing approximately
100,000 cubic yards of acid-affected soil; (ii) dredging and
removing approximately 98,000 cubic yards of contaminated offshore
sediments; (iii) installing an asphalt cap and constructing a
storm-water drainage system; and (iv) closing an on-site oxidation
pond that was used to treat sewage from nearby homes, schools, and
other facilities.  The four IRMs were implemented during the early
1990s and completed in 2006.  The second broad category included
"other remediation costs," which included future costs for
remediation measures deemed "necessary and appropriate," as well
as costs associated with reimbursement of a government agency for
costs incurred by the agency in connection with site remediation.
These "other remediation costs" were apportioned between the
parties, with ASARCO to bear a 42% share.

In 1999, the public health dangers associated with the presence of
petroleum byproducts such as methyl tertiary-butyl ether (MTBE), a
gasoline additive, were recognized. In response, in March 1999,
Executive Order D-5-99 was released in California, requiring the
removal of the additive MTBE from California gasoline. As part of
California's efforts to address concerns about groundwater
contamination from industrial sites, in January 2000, the
California Department of Toxic Substances Control (DTSC) was
designated as the administering agency for the Selby Site. In this
capacity, the DTSC was charged with four tasks (i) overseeing the
Selby Site cleanup; (ii) determining the adequacy and extent of
cleanup; (iii) issuing the necessary authorizations and permits
relating to the cleanup; and (iv) issuing a certificate of
completion. Investigations in 2003 revealed hydrocarbons and MTBE
in groundwater throughout the Selby Site.  DTSC required ASARCO,
C.S. Land and the California State Lands Commission to conduct
additional response activities at the Selby Site and to submit a
feasibility study and remedial action plan for DTSC to evaluate
and select an appropriate final remedy to address any remaining
groundwater contamination issues.

In 2005, ASARCO filed a voluntary petition for relief under
bankruptcy chapter 11. In response, the California State Lands
Commission, C.S. Land, Inc. (a subsidiary of ConocoPhillips, which
acquired the Selby Site from Wickland Oil in 2000), and the
California Department of Toxic Substances Control asserted claims
for ASARCO's share of past and future Selby Site environmental
response costs.  DTSC took the position that ASARCO was jointly
and severally liable for all past and future remediation costs
under Section 107 of CERCLA, and the California State Lands
Commission and C.S. Land asserted that ASARCO was liable for a 42%
portion of all estimated future remediation costs under a 1989
Wickland Settlement.  In 2008, ASARCO filed a motion for approval
of a settlement with DTSC, C.S. Land, and the California State
Lands Commission, whereby it would pay environmental regulators
over $33 million to resolve its CERCLA liabilities at the Selby
Site.  In 2009, ASARCO's plan for reorganization became effective,
and funds for the environmental settlement were distributed.

In March 2011, ASARCO filed the lawsuit, seeking contribution
under Section 113(f) of CERCLA from defendants as potentially
responsible parties liable for their equitable share of
overpayment by ASARCO of response costs associated with
remediation of the Selby Site.  In September 2011, ASARCO filed a
first amended complaint that added Union Pacific Railroad Company
as a defendant.  By stipulation, ASARCO dismissed defendant Shore
Terminals LLC in May 2012.  The complaint alleges that all
remaining defendants are liable under CERCLA as entities that have
owned or operated manufacturing, storage, and transporting
facilities on or near the Selby Site that involved hazardous
substances.

CNA sought summary judgment on ASARCO's contribution claim on the
grounds that it is time barred.  Union Pacific filed a statement
of non-opposition.  No other defendant has responded to or joined
defendant CNA's motion.

The lawsuit is ASARCO LLC, Plaintiff, v. SHORE TERMINALS LLC, a
Delaware corporation; KINDER MORGAN ENERGY PARTNERS LP, a Delaware
limited partnership; CELANESE CHEMICAL COMPANY, a Delaware
corporation; UNION PACIFIC RAILROAD COMPANY, a Utah corporation;
and Does 1-50, inclusive, Defendants, No. C 11-01384 WHA (N.D.
Calif.).  A copy of the Court's June 6, 2012 Order is available at
http://is.gd/RPg3Frfrom Leagle.com.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASSYRIAN BABYLON: Faces Eviction From Bar Premises
--------------------------------------------------
Rasha M.J., L.L.C., Majid Jajo and Four Brothers Success, L.L.C.,
won relief from the automatic stay to evict Assyrian Babylon, LLC,
which runs a sports bar in Yuma, Arizona, from the leased premises
for non-payment of rent.  The Debtor has neither assumed nor
rejected the lease.  The Debtor claims the Landlord has failed to
completely repair fire damage to the business premises, and
asserts money damages from the Landlord.  Yet it remains as a non-
paying tenant in possession of the leased property.

"The Debtor does not own the property. The Landlord does. The
Debtor is merely a tenant. The Debtor may not hold the property
hostage to its unliquidated claim for damages, in derogation of
its contractual obligation to pay rent. The claim for damages will
survive regardless of whether the Debtor stays in the premises or
not. That claim can be litigated in a separate proceeding (which
indeed has been filed as Adversary No. 12-ap-569).  In the
meantime, the Debtor has no legal right to remain non-paying on
the premises.  It must pay or vacate.  Perhaps an eventual damage
claim can be an offset to any damage claim filed by the Landlord
for unpaid contractual rent.  Regardless, it is clear that the
Debtor, without a plan, without a motion to assume the lease, and
without direction, may not continue to remain on the premises,"
Chief Bankruptcy Judge James M. Marlar said in a June 6, 2012
Memorandum Decision available at http://is.gd/Nlgg5Yfrom
Leagle.com.

The Debtor has yet to file a plan of reorganization and disclosure
statement.  It was required to do so by April 13, 2012.  It tried,
but failed, to obtain an extension of that deadline.

Yuma, Arizona-based Assyrian Babylon, LLC, dba Ron's Place, and
Rumors Sports Bar and Grill, filed a voluntary Chapter 11 petition
(Bankr. D. Ariz. Case No. 11-34059) on Dec. 15, 2011, listing
under $1 million in both assets and debts.  A copy of the petition
is available at http://bankrupt.com/misc/azb11-34059.pdf It is
represented by Dennis M. Breen, III, Esq., at Breen & Olson, PLC.


ASPEN CHASE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Aspen Chase Investments, LP
        2447 Harry Wurzbach
        San Antonio, TX 78209

Bankruptcy Case No.: 12-11277

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Christopher H. Trickey, Esq.
                  GRAVES DOUGHERTY HEARON & MOODY, P.C.
                  401 Congress Avenue, Suite 2200
                  Austin, TX 78701
                  Tel: (512) 480-5620
                  Fax: (512) 480-5820
                  E-mail: ctrickey@gdhm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txwb12-11277.pdf

The petition was signed by Christopher L. Phillips, general
partner.


ASTORIA FINANCIAL: Moody's Assigns '(P)Ba1' Jr. Sub. Shelf Rating
-----------------------------------------------------------------
Moody's Investors Service lowered the long-term ratings of New
York-based Astoria Financial Corporation and its subsidiaries,
including its thrift subsidiary, Astoria Federal Savings and Loan
Association. The holding company's senior unsecured debt rating
was lowered to Baa2 from Baa1. The bank's standalone bank
financial strength rating (BFSR) was downgraded to C-, which maps
to baa1 on the long-term scale, from C, which maps to a3.
Astoria's long-term deposit rating was lowered to Baa1 from A3.
The bank's short-term rating was affirmed at Prime-2. Following
this rating action, the outlook on Astoria is stable.

Ratings Rationale

Moody's said the downgrade reflects Astoria's weak core
profitability. This is a product of revenue declines that have not
been offset by expense reductions. Astoria's revenue declines have
been driven by balance sheet shrinkage, mainly in its primary
asset, jumbo residential mortgages. To date, management has been
unable to offset this shrinkage with growth in other asset
classes. In addition, Moody's does not expect Astoria's cost
structure to materially improve. Together, these factors limit
Astoria's potential for profitability improvement.

At March 31, 2012, jumbo residential mortgages accounted for
approximately 80% of Astoria's loan portfolio. However, in recent
periods, origination volumes have declined due to 1) very low
interest rates on 30-year fixed-rate conforming mortgages and 2)
elevated conforming loan limits. Together, these factors have
resulted in more borrowers opting for 30-year fixed-rate
conforming mortgages, which Astoria does not originate. As a
result, Astoria's balance sheet has contracted by 22% since year-
end 2008, adversely affecting net interest income. Meanwhile,
expenses have remained relatively flat.

In an effort to grow and diversify its loan book, and improve its
profitability, Astoria recently re-entered the rent-
stabilized/rent-controlled New York City multifamily housing
market. Concerns regarding growth in this portfolio are somewhat
mitigated by Astoria's conservative credit culture, said Moody's.

Despite the downgrade, Moody's noted that Astoria's stable outlook
reflects its sustainable retail banking franchise, primarily
focused in Brooklyn, Queens and Long Island, and its good asset
quality and capital metrics.

The principal methodologies used in this rating were Bank
Financial Strength Ratings: Global Methodology published in
February 2007, Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: Global Methodology published March 2012 and
Moody's Guidelines for Rating Bank Hybrid Securities and
Subordinated Debt published November 2009.

Astoria Financial Corporation is headquartered in Lake Success,
New York and reported consolidated assets of $17 billion at March
31, 2012.

Downgrades:

  Issuer: Astoria Capital Trust I

    Preferred Stock, Downgraded to Ba1 (hyb) from Baa3 (hyb)

  Issuer: Astoria Federal Savings & Loan Association

    Bank Financial Strength Rating, Downgraded to C- from C

    Issuer Rating, Downgraded to Baa1 from A3

    Senior Unsecured Deposit Rating, Downgraded to Baa1 from A3

    OSO Rating, Downgraded to Baa1 from A3

  Issuer: Astoria Financial Corporation

    Issuer Rating, Downgraded to Baa2 from Baa1

    Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
    from Baa1

Assignments:

  Issuer: Astoria Financial Corporation

    Senior Unsecured Shelf, Assigned (P)Baa2

    Subordinate Shelf, Assigned (P)Baa3

    Junior Subordinated Shelf, Assigned (P)Ba1

    Preferred Stock Shelf, Assigned (P)Ba1

    Preferred Stock Non-cumulative Shelf, Assigned (P)Ba2

Outlook Actions:

  Issuer: Astoria Capital Trust I

    Outlook, Changed To Stable From Negative

  Issuer: Astoria Federal Savings & Loan Association

    Outlook, Changed To Stable From Negative

  Issuer: Astoria Financial Corporation

    Outlook, Changed To Stable From Negative


ATKORE INT'L: Moody's Lowers CFR/PDR to 'B3'; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings for Atkore International Holdings
Inc. to B3 from B2. Moody's also downgraded the senior secured
notes rating to Caa1 from B3.

Moody's took the following rating actions:

Downgraded CFR to B3 from B2

Downgraded PDR to B3 from B2

Downgraded $410 million senior credit facility due 2018 to Caa1
(LGD 4-59%) from B3 (LGD 5-71%).

Outlook: Negative

The downgrade of the corporate family rating to B3 reflects the
company's weak operating performance, thin margins, and weak debt
protection ratios. Given Atkore's high level of revenue exposure
to the US non-residential construction market, Moody's does not
expect these fundamentals to change and believe that EBIT/interest
will continue to track at no better than 1x while cash flow based
metrics remaining tight as well Although Moody's believes that
conditions in the sector have bottomed, improvement is likely to
be extremely gradual, conditions remain quite competitive and
Moody's does not expect improvement of any meaningful level until
at least late 2013.

Atkore's B3 corporate family rating reflects its sensitivity to
fluctuating prices of steel and copper, which comprise about 60%
of its cost of sales, as well as cyclical variations in demand for
its electrical and tubular products. The rating also considers the
highly competitive market in which the company operates and its
limited product differentiation.

In addition, Atkore's leverage remains high as evidenced by the
debt/EBITDA ratio, which on an unadjusted basis is approximately
5.5xs and on an adjusted basis just under 7xs for the twelve
months to March 31, 2012, pro-forma for application of proceeds
from the sale of Morrisville. In addition to the roughly pro forma
$477 million in funded debt at March 31, 2012, Moody's adjusted
debt figure includes $35 million of underfunded pension
obligations, $21 million of debt-equivalent operating leases and
$177 million of imputed debt associated with the Clayton, Dubilier
& Rice (CD&R) preferred stock. CD&R's 51% ownership interest in
Atkore is fully in the form of its $306 million of cumulative
convertible participating preferred shares that initially carry a
12% dividend payable in cash or additional shares (PIK), subject
to debt covenants.

The rating is supported by the diversity of Atkore's product
offering and its market position for many of its products. Moody's
also acknowledges that the company's operating profit will
fluctuate due to its ability to pass through raw material costs
over time, but should consistently be positive, albeit modestly.

The negative outlook reflects Moody's view that conditions in the
sector will remain challenged for the next 12-18 months with the
bias to the downside given softening economic conditions both in
the US and globally. Improvement will remain extremely gradual and
conditions quite competitive.

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

The rating could be lowered if the EBIT/interest is sustained
below 1.0x, the EBIT margin is less than 2% on a sustained basis,
debt to EBITDA continues to exceed 7x on an adjusted basis and
5.5x on an unadjusted basis, or if there is a material contraction
in liquidity.

Upward rating movement is unlikely over the next twelve to
eighteen months given the challenging headwinds facing the
company. However, the rating could be raised if free cash flow to
debt is sustainable above 5%, the EBIT margin exceeds 5%, leverage
as measured by the debt/EBITDA ratio is less than 5.0 xs on a
sustainable basis, and adequate liquidity is maintained.

Headquartered in Harvey, Illinois, Atkore International
manufactures and distrbutes electrical conduit, armored cable,
mechanical pipe, tube and other products. Voting interests in the
company are held 51% by Clayton, Dubilier & Rice LLC and 49% by
Tyco International. Revenues for the twelve months ended March 31,
2012 were $1.7 billion.


AVION DEVELOPMENT: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Avion Development, Inc.
        9500 Midwest Avenue
        Cleveland, OH 44125

Bankruptcy Case No.: 12-14216

Chapter 11 Petition Date: June 2, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Jessica E. Price Smith

Debtor's Counsel: Frederic P. Schwieg, Esq.
                  FREDERIC P. SCHWIEG, ATTORNEY AT LAW
                  2705 Gibson Drive
                  Rocky River, OH 44116-3008
                  Tel: (440) 499-4506
                  Fax: (440) 398-0490
                  E-mail: fschwieg@schwieglaw.com

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

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

The petition was signed by John A. Pumper, officer.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cuyahoga County Common             Court Costs and          $3,213
Pleas Court                        Fees
Clerk of Court - Civil
1200 Ontario Street, FL1
Cleveland, OH 44113


BELCORP RESOURCES: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Belcorp Resources, Inc.
        dba Logandale Chevron
        2505 Anthem Village Drive, #E-499
        Henderson, NV 89052

Bankruptcy Case No.: 12-16650

Chapter 11 Petition Date: June 1, 2012

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

Judge: Bruce A. Markell

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 15 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-16650.pdf

The petition was signed by Derek Belanus, president.


BELTWAY ONE: Wells Fargo Disputes Bid for Open-Ended Exclusivity
----------------------------------------------------------------
The Bankruptcy Court has yet to rule on the request of Beltway One
Development Group LLC for extension of the exclusive period to
secure acceptances of its amended plan of reorganization.  This is
the Debtor's second request for extension.  The Debtor wants the
Exclusive Solicitation Period extended through the 15th day after
the entry of an order confirming the Debtor's Amended Plan.

Wells Fargo Bank, N.A., has objected to the extension request,
arguing the Debtor has failed to establish cause to extend the
exclusive solicitation period.  Wells Fargo pointed out creditors
have already cast their Plan votes, and the confirmation
proceedings have concluded.  To the extent another party wishes to
seek confirmation of a plan, it now should be free to do so.

"The Debtor does not seek to negotiate a plan.  Its strategy is to
cramdown Wells Fargo," said Michael F. Lynch, Esq., on Wells
Fargo's behalf.

Wells Fargo, as successor-by-merger to Wachovia Bank, National
Association, made a $10,000,000 pre-bankruptcy loan to the Debtor.
The Loan is secured by, among other things, a first position lien
on (i) the Debtor's two-story office building located at 9121 West
Russell Road in Las Vegas, Nevada; and (ii) all rents and other
personal property in any way related to the Property.

The Debtor is in default of its obligations under the Loan by,
among other things, failing to repay the Loan when it matured on
May 16, 2011.  Wells Fargo filed its proof of claim on Nov. 15,
2011, establishing that the Debtor owed no less than $9,877,741 as
of the Petition Date, plus accrued and accruing interest, fees and
costs, and post-petition interest.

On Oct. 25, 2011, the Debtor filed a plan and disclosure statement
contending that Wells Fargo is fully secured by its collateral in
the chapter 11 case.

Wells Fargo contends the Plan represents a "kick the can down the
road" approach that assumes the Debtor will be able to refinance
its debt or sell Wells Fargo's collateral and pay the then-due
balance in full within five years.

On Dec. 20, 2011, Wells Fargo sought relief from the automatic
stay.  The bank said it made that request so the Court could
"test" the Plan at the confirmation hearing and decide whether the
Debtor has met its burden of proof under section 1129 of the
Bankruptcy Code, or whether the Court should grant stay relief.

On Jan. 8, 2012, the Debtor made its first request seeking
extension of the time to solicit plan votes.  The Debtor also
filed an amended plan that altered the treatment of creditor
BB&T's claim, but did not alter the treatment of Wells Fargo's
claim.

The Court held a consolidated evidentiary hearing on plan
confirmation and stay relief on Jan. 9, 10, and 12, 2012.  The
parties have filed post-trial briefs.  The Debtor ultimately
sought another extension of the exclusivity periods.

Wells Fargo is represented in the case by.

          Robert J. Miller, Esq.
          Bryce A. Suzuki, Esq.
          BRYAN CAVE LLP
          Two North Central Avenue, Suite 2200
          Phoenix, AZ 85004-4406
          Telephone: (602) 364-7000
          Facsimile: (602) 364-7070
          E-mail: rjmiller@bryancave.com
                  bryce.suzuki@bryancave.com
                  sally.erwin@bryancave.com

               - and -

          Robert M. Charles, Jr., Esq.
          Michael Lynch, Esq.
          LEWIS AND ROCA LLP
          3993 Howard Hughes Parkway, Suite 600
          Las Vegas, NV 89169
          Tel: (702) 949-8320
               (702) 474-2683
          E-mail: RCharles@LRLaw.com
                  MLynch@LRLaw.com
                  BankruptcyNotices@LRLaw.com
                  MBigas@LRLaw.com

Creditor Branch Bank & Trust is represented by lawyers at Holland
& Hart led by Lars Evensen, Esq. -- lkevensen@hollandhart.com ,
ckelly@hollandhart.com , ecftevensen_bk@hollandhart.com ,
glpacheco@hollandhart.com

            About Beltway One, Horizon Village Square,
                      Nigro HQ & Ten Saints

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.


BLUEKNIGHT ENERGY: MSDC Owns 24% Common Units, 6% Pref. Units
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, MSDC Management, L.P., and MSD Torchlight
Partners, L.P., disclosed that, as of May 31, 2012, they
beneficially own 1,935,842 series A preferred units of Blueknight
Energy Partners, L.P., representing 6.4% of the shares
outstanding.  A copy of the filing is available for free at:

                       http://is.gd/cbacXN

In a separate amended Schedule 13D filing, MSDC Management, L.P.,
and MSD Torchlight Partners, L.P., disclosed that, as of May 31,
2012, they beneficially own 5,512,786 common units representing
24.3% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/nXKiwW

                      About Blueknight Energy

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

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

                           *     *     *

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


CAMARILLO PLAZA: Court OKs Janet Lawson as Attorney
---------------------------------------------------
Camarillo Plaza LLC sought and obtained permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Janet A. Lawson, Esq., as its attorney.  Ms. Lawson will, among
other things:

   (a) advise the Debtor concerning the rights, duties, and
       obligations of a debtor-in-possession under the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure, and the
       requirements of the United States Trustee;

   (b) represent the Debtor in all hearings and meetings before
       the Bankruptcy Court;

   (c) prosecute and defend appropriate adversary proceedings in
       the Bankruptcy Court;

   (d) prosecute any claim objection; and

   (e) prepare a disclosure statement and a plan of
       reorganization.

To the Debtor's knowledge, Ms. Lawson does not represent interest
adverse to the estate.

Janet A. Lawson's present hourly rate is $300.  The Debtor paid
Ms. Lawson a $20,000 retainer.

                      About Camarillo Plaza LLC

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

The Debtor scheduled assets of $21,646,714 and liabilities of
$12,286,585 as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.


CAROLINA FEDERAL: Closed; Bank of NC Assumes All Deposits
---------------------------------------------------------
Carolina Federal Savings Bank of Charleston, S.C., was closed on
Friday, June 8, by the Office of the Comptroller of the Currency,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Bank of North Carolina of
Thomasville, N.C., to assume all of the deposits of Carolina
Federal Savings Bank.

The two branches of Carolina Federal Savings Bank will reopen
during normal business hours as branches of Bank of North
Carolina.  However, both of the failed bank's branches will
conduct business under the name BNC Bank. Depositors of Carolina
Federal Savings Bank will automatically become depositors of Bank
of North Carolina.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Carolina Federal Savings
Bank should continue to use their existing branch until they
receive notice from Bank of North Carolina that it has completed
systems changes to allow other Bank of North Carolina branches to
process their accounts as well.

As of March 31, 2012, Carolina Federal Savings Bank had
approximately $54.4 million in total assets and $53.1 million in
total deposits.  In addition to assuming all of the deposits of
the failed bank, Bank of North Carolina agreed to purchase
approximately $41.0 million of the assets.  The FDIC will retain
the remaining assets for later disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-760-3639. Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/carolina.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $15.2 million.  Compared to other alternatives, Bank of
North Carolina's acquisition was the least costly resolution for
the FDIC's DIF.  Carolina Federal Savings Bank is the 26th FDIC-
insured institution to fail in the nation this year, and the
second in South Carolina.  The last FDIC-insured institution
closed in the state was Plantation Federal Bank, Pawleys Island,
on April 27, 2012.


CAESARS ENTERTAINMENT: Bank Debt Trades at 13% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
87.25 cents-on-the-dollar during the week ended Friday, June 8, a
drop of 0.69 percentage points from the previous week, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 525 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 1, 2018,
and carries Moody's B2 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 128 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
--http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

Caesars reported a net loss of $281.10 million on $2.27 billion of
net revenues for the quarter ended March 31 2012.  The Company
incurred a net loss of $666.70 million in 2011, and a net loss of
$823.30 million in 2010.

The Company's balance sheet at March 31, 2012, showed $28.40
billion in total assets, $27.56 billion in total liabilities and
$849.20 million in total equity.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital. The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.


CLEAR CHANNEL: Bank Debt Trades at 23% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 77.08 cents-on-the-dollar during the week ended Friday, June 8,
a drop of 1.17 percentage points from the previous week according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 365 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 30,
2016, and carries Moody's 'Caa1' rating and Standard & Poor's
'CCC+' rating.  The loan is one of the biggest gainers and losers
among 128 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Clear Channel

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

Clear Channel had a net loss of $143.63 million on $1.36 billion
of revenue for the three months ended March 31, 2012.  It reported
a net loss of $302.09 million on $6.16 billion of revenue in 2011,
compared with a net loss of $479.08 million on $5.86 billion of
revenue in 2010.  The Company had a net loss of $4.03 billion on
$5.55 billion of revenue in 2009.

The Company's balance sheet at March 31, 2012, showed
$16.48 billion in total assets, $24.29 billion in total
liabilities, and a $7.80 billion total members' deficit.

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


COLANINNO REALTY: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Thomas Grillo at Boston Business Journal reports Colaninno Realty
LLC filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court in Massachusetts.

The report says Colaninno Realty listed its assets as $575,000 and
its liabilities as $505,390.  A public notice listed a property
the company owns at 550 Washington St., in Stoughton, Mass.  The
Company faces a foreclosure auction on June 19.

Darren Cummings is listed as the company's president and CEO.


COMMET WELCOME: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Commet Welcome Pharmacies, Inc.
        4646 Page Avenue
        Michigan Center, MI 49254

Bankruptcy Case No.: 12-53639

Chapter 11 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: William R. Orlow, Esq.
                  B.O.C. LAW GROUP, P.C.
                  24100 Woodward Avenue
                  Pleasant Ridge, MI 48069
                  Tel: (248) 584-2100
                  E-mail: bocecf@boclaw.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 seven largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mieb12-53639.pdf

The petition was signed by Robert Paul Commet, president.


CONYERS 138: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Conyers 138, LLC
        1562 Lenox Road
        Atlanta, GA 30306

Bankruptcy Case No.: 12-63664

Chapter 11 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: James R. Sacca

Debtor's Counsel: Evan M. Altman, Esq.
                  8325 Dunwoody Place, Building 2
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.com

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

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

The petition was signed by Brad Taratoot, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fulton County Tax Commissioner     --                       $4,617
Arthur E. Ferdinand
141 Pryor Street
Atlanta, GA 30303


DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 52.45 cents-on-
the-dollar during the week ended Friday, June 8, a drop of 0.72
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 128 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

             About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009.  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

                           *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DEX ONE: Fails to Comply with NYSE's $1.00 Trading Price Rule
-------------------------------------------------------------
Dex One Corporation received notification from the New York Stock
Exchange that its average closing share price over a consecutive
30 trading-day period fell below the NYSE's minimum continued
listing standard of $1.00 per share.  Under NYSE rules, Dex One
has until its next annual meeting of stockholders in May 2013 to
satisfy the average share price requirement.  Dex One has notified
the NYSE that it will take steps to cure this deficiency within
the prescribed timeframe.  Until then, the Company's shares will
continue to be listed and traded on the NYSE, subject to
compliance with other NYSE continued listing standards.

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed $3.14
billion in total assets, $3.09 billion in total liabilities and
$48.87 million in total shareholders' equity.

                            *     *      *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DEX ONE: Atish Banerjea to Resell 100,000 Common Shares
-------------------------------------------------------
Dex One Corporation filed with the U.S. Securities and Exchange
Commission a Form S-8 relating to the resale, from time to time,
of up to 100,000 shares of the Company's common stock, $0.001 par
value per share, by Atish Banerjea, senior vice president and
chief technology officer.  The selling stockholder acquired those
shares pursuant to grants made under (i) a stand-alone restricted
stock award agreement, dated Jan. 18, 2011, by and between Dex One
Corporation and Atish Banerjea and (ii) a stand-alone nonqualified
stock option agreement, dated Jan. 18, 2011, by and between Dex
One Corporation and Atish Banerjea.

The Company will not receive any proceeds from sales of the shares
of the Company's common stock covered by this prospectus by the
selling stockholder.

Shares of the Company's common stock are listed on the New York
Stock Exchange under the symbol "DEXO."  On June 1, 2012, the last
reported sale price of the Company's common stock was $0.92 per
share.

A copy of the filing is available for free at http://is.gd/cEbvMc

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed $3.14
billion in total assets, $3.09 billion in total liabilities and
$48.87 million in total shareholders' equity.

                            *     *      *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DOUBLE W FARMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Double W Farms, LLC
        dba Green Valley Ranch, LLC
        3952 PR 2718
        Aubrey, TX 76227

Bankruptcy Case No.: 12-43242

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Clarke Viron Rogers, Esq.
                  FORSHEY & PROSTOK LLP
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-4224
                  Fax: (817) 877-4151
                  E-mail: crogers@forsheyprostok.com

                         - and -

                  J. Robert Forshey, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-8855
                  E-mail: jrf@forsheyprostok.com

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

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 Wallis Winegar, director and managing
member.


EXECUTIVE CENTER: Hires Janet Lawson as Counsel
-----------------------------------------------
Executive Center of Simi Valley LLC asks permission from the U.S.
Bankruptcy Court for permission to employ Janet A. Lawson as
counsel.

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

The Debtor has paid a $20,000 retainer by the Debtors, $7,500 of
which is earned when received.  The hourly rate for Ms. Lawson is
$300 per hour.

Ms. Lawson will employ Susan Salehi to assist in the handling of
the case.  Due to a significant increase in Ms. Lawson's case
load, a second attorney is necessary to manage the file and make
appearances when necessary.  Ms. Lawson will be the lead counsel
and the attorney who will bear the ultimate responsibly for the
case.  Service of documents and orders must be made on Ms. Lawson.

Executive Center of Simi Valley LLC, which operates the Agoura
Hills Corporate Center, filed for Chapter 11 (Bankr. C.D. Calif.
Case No. 12-11527) on Feb. 16, 2012.  Judge Victoria S. Kaufman
presides over the case.  Janet A. Lawson, Esq., in Ventura,
California, serves as the Debtor's counsel.  The Debtor scheduled
$29,576,254 in assets and $19,093,382 in debts.  The petition was
signed by Arnold A. Klein, managing partner.


FARMERS AND TRADERS: Closed; First State Bank Assumes All Deposits
------------------------------------------------------------------
Farmers and Traders State Bank of Shabbona, Ill., was closed on
Friday, June 8, by the Illinois Department of Financial and
Professional Regulation, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with First
State Bank of Mendota, Ill., to assume all of the deposits of
Farmers and Traders State Bank.

The two branches of Farmers and Traders State Bank will reopen
during its normal business hours as branches of First State Bank.
Depositors of Farmers and Traders State Bank will automatically
become depositors of First State Bank.  Deposits will continue to
be insured by the FDIC, so there is no need for customers to
change their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Farmers
and Traders State Bank should continue to use their existing
branch until they receive notice from First State Bank that it has
completed systems changes to allow other First State Bank branches
to process their accounts as well.

As of March 31, 2012, Farmers and Traders State Bank had
$43.1 million in total assets and $42.3 million in total deposits.
In addition to assuming all of the deposits, First State Bank
agreed to purchase essentially all of the failed bank's assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-640-2607.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/ftsb.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $8.9 million.  Compared to other alternatives, First State
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Farmers and Traders State Bank is the 27th FDIC-insured
institution to fail in the nation this year, and the second in
Illinois.  The last FDIC-insured institution closed in the state
was Premier Bank, Wilmette, on March 23, 2012.


FIRST CAPITAL BANK: Closed; F & M Bank Assumes All Deposits
-----------------------------------------------------------
First Capital Bank of Kingfisher, Okla., was closed on Friday,
June 8, by the Oklahoma State Banking Department, which appointed
the Federal Deposit Insurance Corporation as receiver. To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with F & M Bank of Edmond, Okla., to assume all of the
deposits of First Capital Bank.

The sole branch of First Capital Bank will reopen during its
normal business hours as a branch of F & M Bank.  Depositors of
First Capital Bank will automatically become depositors of F & M
Bank.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship in
order to retain their deposit insurance coverage up to applicable
limits.  Customers of First Capital Bank should continue to use
their existing branch until they receive notice from F & M Bank
that it has completed systems changes to allow other F & M Bank
branches to process their accounts as well.

As of March 31, 2012, First Capital Bank had approximately
$46.1 million in total assets and $44.8 million in total deposits.
F & M Bank will pay the FDIC a premium of 7.65 percent to assume
all of the deposits of First Capital Bank.  In addition to
assuming all of the deposits of the failed bank, F & M Bank agreed
to purchase approximately $40.7 million of the failed bank's
assets.  The FDIC will retain the remaining assets for later
disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-591-2845.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/firstcapital.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $5.6 million.  Compared to other alternatives, F & M
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  First Capital Bank is the 25th FDIC-insured institution to
fail in the nation this year, and the first in Oklahoma.  The last
FDIC-insured institution closed in the state was First National
Bank of Davis, Davis, on March 11, 2011.


FREMONT GENERAL: $1.34MM Award to Former General Counsel Affirmed
-----------------------------------------------------------------
Signature Group Holdings, Inc., formerly known as Fremont
Reorganizing Corporation, appeals a judgment awarding Alan W.
Faigin -- former Senior Vice President, General Counsel and Chief
Legal Officer of Fremont General Corp. -- $1,347,000 in damages
for breach of an implied-in-fact agreement to terminate his
employment only for good cause.  FRC contends the evidence does
not support the jury verdict and some of the jury's factual
findings are contrary to law.  FRC also contends the damages are
excessive and challenges the admission of evidence and the refusal
of its proposed jury instructions.

Mr. Faigin also appeals a postjudgment order denying his motion
for prejudgment interest.  He contends he is entitled to an award
of prejudgment interest on his unliquidated claim for damages
under Civil Code section 3287, subdivision (b).

In a June 7, 2012 decision available at http://is.gd/OAHibgfrom
Leagle.com, the Court of Appeals of California, Second District,
Division Three, concluded that substantial evidence supports the
jury verdict and that FRC has shown no legal error or prejudicial
abuse of discretion.  It also concluded that the denial of Mr.
Faigin's motion for prejudgment interest was proper.  Accordingly,
the appellate court affirmed the judgment and the postjudgment
orders.

The case is ALAN W. FAIGIN, Plaintiff and Appellant, v. SIGNATURE
GROUP HOLDINGS, INC., Defendant and Appellant, No. B224598 (Calif.
App. Ct.).

                    About Signature Group

Signature Group Holdings, Inc. --
http://www.signaturegroupholdings.com/-- is a diversified0
business and financial services enterprise with principal
activities in industrial distribution and special situations debt.
Signature has significant capital resources and is actively
seeking acquisitions as well as growth opportunities for its
existing businesses.  The Company was formerly a $9 billion in
assets industrial bank and financial services business that
reorganized during a two year bankruptcy period. The
reorganization provided for Signature to maintain Federal net
operating loss tax carryforwards in excess of $850 million.

Fremont General Corp. filed for Chapter 11 protection on June 18,
2008, (Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represented the Debtor as counsel.
Kurtzman Carson Consultants LLC was the Debtor's noticing agent
and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represented the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General emerged from bankruptcy and filed Amended and
Restated Articles of Incorporation with the Secretary of State of
Nevada on June 11, 2010, which, among other things, changed the
Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  The name change also took effect as of that date.


FRUIT OF THE SPIRIT: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fruit of the Spirit Holiness Church, Inc.
        1401 S. Eugene Street
        Greensboro, NC 27406

Bankruptcy Case No.: 12-10791

Chapter 11 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP
                  100 S. Elm Street, Suite 500
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  E-mail: dws@imgt-law.com

Scheduled Assets: $1,140,834

Scheduled Liabilities: $2,390,653

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ncmb12-10791.pdf

The petition was signed by Rory C. Baker, president.


GREATER PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Greater Properties LLC
        20361 Kelvingrove Lane
        Huntington Beach, CA 92646

Bankruptcy Case No.: 12-16899

Chapter 11 Petition Date: June 4, 2012

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

Judge: Mark S. Wallace

Debtor's Counsel: John S. Manzano, Esq.
                  MINARET LEGAL SERVICE APC
                  P.O. Box 8931
                  181 Sierra Manor Rd #4
                  Mammoth Lakes, CA 93546
                  Tel: (760) 934-4660
                  Fax: (760) 924-7992

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/cacb12-16899.pdf

The petition was signed by James DeMarco, member.


GRUBB & ELLIS: Wants Plan Filing Period Extended to Sept. 30
------------------------------------------------------------
Grubb & Ellis Company, et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to extend the period during
which they have the exclusive right to: (i) file a Chapter 11
plan(s) through and including Sept. 30, 2012, and (ii) solicit
acceptances of the plan(s) through and including Nov. 30, 2012.

The Debtors say that due to the exigent circumstances leading to
the filing of the Chapter 11 cases, they were immersed at the
outset in stabilizing their business and seeking the expedited
approval of the sale while there was still a going concern
business to sell.

On March 7, 2012, the Court approved, inter alia, bidding
procedures and bid protections in connection with the sale of
substantially all of their assets as a going concern to BGC
Partners, Inc., subject to higher or better offers.  On March 27,
2012, the Court approved the Sale.  The Sale closed on April 13,
2012.  Since then, the Debtors and BGC, in consultation with
Committee of Unsecured Creditors' professionals, have been working
to facilitate the consummation of the Sale, including entering
into the Transition Services Supplement, which was approved by the
Court on April 11, 2012.

The Debtors state that they have had to address various tasks,
including: (a) obtaining entry of orders approving "first day"
motions to stabilize and smoothly transition operations into the
Chapter 11 case; (b) finalizing agreements for post-petition
financing; (c) negotiating the terms of the asset purchase
agreement with BGC; (d) responding to the information requests
of the Creditors' Committee and other interested parties; and
(e) obtaining approval of the sale bid procedures and ultimately
the Sale.

Since approval of the Sale, the Debtors have been working with BGC
to transition the business and to assist in its evaluation the
more than the 9000 contracts, to which the Debtors are a party to
determine which will be designated for assignment to BGC and which
will be rejected by the Debtors. To date, 22 Omnibus
Notices of Rejection have been filed concerning hundreds of
contracts.  As BGC is obtaining the required operating licenses in
the various jurisdictions where the Debtors conduct business, but
in which BGC does not have a license, BGC will be designating for
assignment the Debtors' property management, facilities management
and other contracts needed to support the continued services
provided to the Debtors' customers and clients.  "This process may
continue for up to 180 days after the Sale Closing.  Nonetheless,
the Debtors expect to promptly formulate and file a Chapter
11 plan, in consultation with the Creditors' Committee, as soon as
practicable," the Debtors state.

The Debtors state that an extension of the Exclusive Periods is
necessary to provide the Debtors with the time needed to complete
the transition of the business to BGC and to allow for the bar
date to pass.  On April 13, 2012, the Debtors filed a motion for
an order establishing bar dates for the filing of proofs of claim,
which motion was approved by the Court on May 1, 2012.  The last
day to file claims, other than governmental claims, is June 12,
2012; the last day to file governmental claims is Aug. 12, 2012.

"The Debtors will thereafter be able to formulate, in consultation
with the Creditors Committee, a Chapter 11 plan, reconcile claims,
and otherwise conclude the administration of these cases.  Given
the current progress of the Debtors, and the Debtors' desire to
formulate a well-reasoned, fair, and efficient plan, the Debtors
submit that an extension beyond the initial statutory 120-day
Exclusive Filing Period is warranted," the Debtors say.

                       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: Bank Debt Trades at 43% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 57.33 cents-on-
the-dollar during the week ended Friday, June 8, a drop of 5.77
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014.  The
loan is one of the biggest gainers and losers among 128 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (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.


HAWKER BEECHCRAFT: Gets OK to Hire Kirkland & Ellis as Attorneys
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York granted Hawker Beechcraft, Inc., et
al., permission to employ Kirkland & Ellis LLP as their attorneys
effective nunc pro tunc to the Petition Date.

As reported by the Troubled Company Reporter on May 23, 2012, K&E
will, among other things, advise the Debtors with respect to their
powers and duties as debtors in possession in the continued
management and operation of their businesses and properties.

                      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.


HORIZON VILLAGE: Lender Disputes Bid for Open-Ended Exclusivity
---------------------------------------------------------------
The Bankruptcy Court has yet to rule on the request by Horizon
Village Square LLC, for an extension of the exclusive period
within which it has the exclusive right to solicit acceptances on
its plan of reorganization.  The Debtor wants the Exclusive
Solicitation Period extended until the 15th day after the Court
has entered its order on confirmation of the Debtor's Plan.

Wells Fargo Bank, N.A., has objected to the request, arguing that
the Debtor has failed to establish cause to extend the exclusive
period to obtain acceptance of its Plan.  The Debtor's creditors
have already voted to accept or reject the Plan, and plan
confirmation proceedings have concluded.  To the extent another
party wishes to seek confirmation of a plan, it now should be free
to do so, according to the bank.

Wells Fargo, as successor-by-merger to Wachovia Bank, National
Association, made a $11,350,000 prepetition loan to the Debtor,
secured by, among other things, a first position lien on (i) the
Debtor's retail shopping center located at 25 through 75 East
Horizon Ridge Parkway in Henderson, Nevada; and (ii) all rents and
other personal property in any way related to the Property.  The
Debtor is in default of its obligations under the Loan by, among
other things, failing to repay the Loan when it matured on Feb.
13, 2011.  Wells Fargo filed its proof of claim on Nov. 15, 2011,
establishing that the Debtor owed no less than $11,225,639 as of
the Petition Date, plus accrued and accruing interest, fees and
costs, and post-petition interest.

On Oct. 25, 2011, the Debtor filed a plan and an errata contending
that Wells Fargo is fully secured by its collateral in the Chapter
11 case.  The Debtor filed its Disclosure Statement on Nov. 16,
2011.

According to Wells Fargo, the Debtor's Plan represents a "kick the
can down the road" approach that assumes the Debtor will be able
to refinance its debt or sell Wells Fargo's collateral and pay the
then-due balance in full within five years.  Wells Fargo has
sought relief from the automatic stay so that the Court could
"test" the Plan at the confirmation hearing and decide whether the
Debtor has met its burden of proof under Section 1129 of the
Bankruptcy Code, or whether the Court should grant stay relief.

The Court held a consolidated evidentiary hearing on plan
confirmation and stay relief on Jan. 9, 10, and 12, 2012.  The
parties have filed post-trial briefs.

Wells Fargo said there is no need for additional time to negotiate
Plan votes.

            About Beltway One, Horizon Village Square,
                      Nigro HQ & Ten Saints

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Wells Fargo Bank N.A. is represented in the case by Robert J.
Miller, Esq., and Bryce A. Suzuki, Esq., at Bryan Cave LLP; and
Robert M. Charles, Jr., Esq., and Michael Lynch, Esq., at Lewis
and Roca LLP.  Branch Bank & Trust is represented by lawyers at
Holland & Hart led by Lars Evensen, Esq.


HOVNANIAN ENTERPRISES: Swings to $1.8MM Net Income in Fiscal Q2
---------------------------------------------------------------
Hovnanian Enterprises, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.80 million on $341.69 million of total revenues
for the three months ended April 30, 2012, compared with a net
loss of $72.66 million on $255.09 million of total revenues for
the same period during the prior year.

The Company reported a net loss of $16.46 million on $611.29
million of total revenues for the six months ended April 30, 2012,
compared with a net loss of $136.81 million on $507.66 million of
total revenues for the same period a year ago.

The Company's balance sheet at April 30, 2012, showed $1.51
billion in total assets, $1.97 billion in total liabilities and a
$454.78 million total deficit.

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

                        http://is.gd/7YUmdK

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company reported a net loss of $286.08 million on
$1.13 billion of total revenue for the fiscal year ended Oct. 31,
2011, compared with net income of $2.58 million on $1.37 billion
of total revenues during the prior year.

                           *     *     *

As reported by the TCR on Nov. 4, 2011, Fitch Ratings has lowered
the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc.,
(NYSE: HOV) to Restricted Default (RD) from 'CCC'.  The downgrade
reflects Fitch's view that the debt exchange of certain of
Hovnanian's existing senior unsecured notes for new senior secured
notes is a distressed debt exchange under Fitch's 'Distressed Debt
Exchange Criteria', published Aug. 12, 2011.  Fitch anticipates
adjusting the company's IDR to the appropriate level to reflect
the new capital structure within the next 14 days.

In the Nov. 7, 2011, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. (Hovnanian) to 'CCC-' from 'SD' (selective
default).  "We also raised our ratings on the company's 10.625%
senior secured notes due 2016 to 'CCC-' from 'CC' and senior
unsecured notes to 'CC' from 'D'. The '3' recovery rating on the
senior secured notes and the '6' recovery rating on the senior
unsecured notes remain unchanged," S&P stated.

"These rating actions follow our reassessment of Hovnanian's
business and financial risk profile following the completion of
the company's debt exchange offer, in which the company exchanged
$195 million of its seven series of senior unsecured notes for
$141.8 million 5% senior secured notes due 2021 and $53.2 million
2% senior secured notes due 2021," said credit analyst George
Skoufis. "Our rating on Hovnanian reflects the company's highly
leveraged financial risk profile, a less-than-adequate liquidity
position, and very weak credit metrics."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


JAMAL LEWIS: Fails to File Documents; Wants Hearing Postponed
-------------------------------------------------------------
Myles Collier at Christian Post reports Jamal Lewis' attorneys
last Tuesday requested the postponement of a bankruptcy hearing
after Mr. Lewis failed to file proper paperwork as well as appear
at the hearing.

The report, citing Reuters, notes Mr. Lewis' appointed bankruptcy
trustee last month asked the judge to dismiss the case as he was
preparing to reclassify from Chapter 11 to Chapter 7.

The report says Mr. Lewis has explained his money is tied up in
various businesses and that he does not have the liquidity to
handle his outstanding debts.

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.


KINGSTON HOTELS: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kingston Hotels, LLC
        dba Candlewood Delk Road
        2100 Parklake Drive, N.E.
        Atlanta, GA 30345

Bankruptcy Case No.: 12-63962

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Frank B. Wilensky, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS, LLC
                  230 Peachtree Street, NW, Suite 2700
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.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 four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-63962.pdf

The petition was signed by R. C. Patel, manager.


KODI KLIP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kodi Klip Corporation
        314 South Cumberland Street
        Lebanon, TN 37087

Bankruptcy Case No.: 12-05132

Chapter 11 Petition Date: June 1, 2012

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

Debtor's Counsel: Robert L. Scruggs, Esq.
                  ROBERT L. SCRUGGS, ATTORNEY
                  2525 21st Avenue South
                  Nashville, TN 37212
                  Tel: (615) 309-7090
                  Fax: (615) 309-7046
                  E-mail: bankruptcy@scruggs-law.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/tnmb12-05132.pdf

The petition was signed by Jon Kodi, president.


LAMOS MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lamos Management Services, LLC
        dba L'Jua's Restaurant
        P.O. Box 3268
        Albany, GA 31706

Bankruptcy Case No.: 12-10793

Chapter 11 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Albany)

Debtor's Counsel: Je'Nita Nakia Lane, Esq.
                  J. LANE LAW GROUP, P.C.
                  P.O. Box 1843
                  Albany, GA 31702
                  Tel: (229) 886-1073
                  Fax: (888) 694-6777
                  E-mail: jlanelaw@gmail.com

Scheduled Assets: $1,336,737

Scheduled Liabilities: $286,291

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/gamb12-10793.pdf

The petition was signed by Lajuana Woods, manager.


LICHTIN/WADE: Court Approves Stubbs & Perdue as Counsel
-------------------------------------------------------
Lichtin/Wade LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Trawick H. Stubbs, Jr. and Stubbs &
Perdue, P.A., as counsel.  Mr. Stubbs attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade, based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor estimated $10 million to $50 million in assets and
debts.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LSP ENERGY: Taps PA Consulting as Energy Expert Advisor
-------------------------------------------------------
LSP Energy Limited Partnership, et al., ask for permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
PA Consulting Group, Inc., as independent energy expert advisor,
nunc pro tunc to April 1, 2012.

PA Consulting will:

  (a) provide on-going support to the Debtors, in their current
      and ongoing capacities, through activities like assessing
      the mark-to-market of certain power off-take agreements;

  (b) support the Debtor in their continuing efforts to sell main
      debtor LSP's electric generation facility in Batesville,
      Mississippi;

  (c) prepare "below" contribution margin projections, including
      fixed operating and maintenance costs, capital expenditure
      requirements and major maintenance account funding;

  (d) develop a "sell-side" market model appropriate for
      distribution to potential buys and evaluating "buy-side"
      responses; and

  (e) provide additional support as requested by the Debtors
      including the evaluation of asset purchase offers, strategic
      assessments of the potential value of the Facility to
      particular load serving entities in the longer term, and
      strategic planning, acquisition, divestment, and re-
      capitalization initiatives.

PA Consulting will be paid at these hourly rates:

               Members of Management                $500-$550
               Managing Consultants                 $440-$465
               Principal Consultants                   $375
               Consultant/Consultant Analysts       $270-$315
               Technical Associates/Analysts        $120-$250
               Administrators                          $80

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

The Court has set a hearing for June 28, 2012, at 4:00 p.m.

                         About LSP Energy

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

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

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

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

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

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


M FOODS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: M Foods, LLC
        dba Mary's Southern Cuisine and Entertainment
        10261 Technology Boulevard E
        Dallas, TX 75220
        Tel: (214) 727-1022

Bankruptcy Case No.: 12-33673

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Soderlund, Esq.
                  SODERLUND LAW, PLLC
                  1611 Tribeca Way
                  Dallas, TX 75204-5302
                  Tel: (214) 215-3492
                  E-mail: eric@soderlundlaw.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 six largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/txnb12-33673.pdf

The petition was signed by Mary L. Davis, sole member and manager.


MDC PARTNERS: Moody's Lowers CFR/PDR to 'B2'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded MDC Partners Inc. Corporate
Family Rating (CFR) to B2 from B1. The Probability of Default
Rating (PDR) was also downgraded to B2 from B1 and the $345
million Senior Unsecured note was downgraded to B3 from B2. The
downgrades reflect recent weak operating performance and Moody's
view that while leverage is expected to improve from current
levels under Moody's base case scenario, it will not decrease to a
level consistent with a B1 CFR over the rating horizon. In Moody's
opinion, the B2 CFR more accurately reflects MDC's very aggressive
financial policies regarding acquisitions and dividends that lead
to elevated levels of risk, especially given the macroeconomic
environment and the advertising industry's sensitivity to consumer
spending. The downgrades also reflect the weak free cash flow
after deferred acquisition consideration payments. The outlook was
changed to stable from negative.

Rating Summary:

  Issuer: MDC Partners Inc.

Corporate Family Rating downgraded to B2 from B1

Probability of Default Rating downgraded to B2 from B1

$345 million Senior Unsecured Note due November 2016 downgraded
to B3 LGD4 -- 68% from B2 LGD4 -69%

Outlook Actions:

  Issuer: MDC Partners Inc.

Outlook, Changed To Stable from Negative

Ratings Rationale

The B2 CFR reflects MDC's high leverage level, aggressive
acquisition strategy, and its sensitivity to consumer spending
that lead to above average risk. The rating also reflects its
smaller scale and low EBITDA margins compared to its larger
competitors. Dividend payments of $16.4 million annually and its
aggressive acquisition strategy which has been financed with
upfront payments in addition to contingent deferred acquisition
consideration payments, limit its liquidity position. While
Moody's base case scenario has leverage improving pro-forma for
recent acquisitions, as the level of investments decline, cost
cutting initiatives are carried out, and revenue grows, Moody's
does not anticipate it will decrease to a level consistent with a
B1 rating. Management has stated its goal of decreasing leverage,
but management has targeted deleveraging previously and
management's leverage calculation does not include items such as
contingent deferred acquisition payments or minority interest puts
and includes substantial add backs for stock based compensation.

After three acquisitions in the beginning of 2012, Moody's expects
the pace of activity to slow in 2012 as the company focuses on
optimizing the company's existing assets. However, over time
Moody's expects more acquisitions to address client needs
internationally and domestically. The company benefits from strong
organic revenue growth, a focus on digital advertising, and
improvements in diversifying its revenue stream which has lessened
its dependence on any one key client compared to prior years. If
the company is able to minimize acquisitions and grow organically,
the leverage and liquidity position would improve as the deferred
acquisition payments are paid down over the next several years.

The liquidity position is adequate as indicated by its SGL-3
rating. Reoccurring acquisition consideration payments and
minority equity put rights which effectively act as short term
debt, limit its liquidity position and make the company reliant on
its revolver facility for liquidity. The company has room under
its financial covenants currently, but the leverage level
requirement steps down at the end of June 2012 and reduces the
cushion of compliance. As the existing credit agreement for the
revolver has been modified several times, Moody's does not expect
that they would have a problem getting an additional amendment if
needed unless there was a material deterioration in performance or
economic conditions. The company could benefit from working
capital improvements as part of its recent acquisition of media
companies, but reliance on this source for liquidity could be
problematic in an economic downturn.

The outlook is stable reflecting Moody's expectation for leverage
to improve as revenue grows, acquisition consideration payments
are made which reduces liabilities, investment spending subsides,
and efforts to cut costs and realize efficiencies lead to improved
margin levels.

Given the recent downgrade, a positive rating action is not
expected in the near future. Positive rating pressure could
develop if leverage declines to less than 4x (including Moody's
adjustments) on a sustained basis, acquisition consideration
payments and put rights decline materially, free cash flow as a
percentage of debt improves to over 10%, and the company maintains
a good liquidity position with a less aggressive financial policy.

The rating could be downgraded if leverage is above 7x caused by
poor creative or operating performance or a sustained
deterioration in advertising demand or if the company failed to
maintain sufficient liquidity levels to meet normal business
requirements.

MDC Partners' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside MDC Partners' core industry
and believes MDC Partners' ratings are comparable to those of
other issuers with similar credit risk. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

MDC Partners Inc. is a marketing communications and consulting
services holding company that provides advertising, interactive
marketing, direct marketing, database and customer relationship
management, sales promotion, corporate communications, market
research, corporate identity, design and branding and other
related services. Crispin Porter + Bogusky (Crispin Porter) and
kirshenbaum bond senecal + partners (kirshenbaum bond) are MDC's
two largest agencies. Revenue in FY 2011 was approximately $943
million.


MEMC ELECTRONIC: Moody's Downgrades CFR to 'B3'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded MEMC Electronic Materials,
Inc. Corporate Family Rating (CFR) to B3 from B2 and Senior Notes
due 2019 to Caa1 from B3. Moody's also raised the Speculative
Grade Liquidity Rating (SGL) to SGL-3 from SGL-4. The rating
outlook is stable. These actions close the ratings review opened
May 17, 2012.

Ratings Rationale

"The B3 CFR reflects the financial distress in MEMC's solar
operations, which we expect will continue to burn cash for the
near term due working capital demands and a more challenging
financing environment", noted Terry Dennehy, Senior Analyst at
Moody's Investors Services. The ratings also reflect Moody's
concerns that MEMC's efforts to reduce the cost base of the solar
operations may prove insufficient to reach operating breakeven.
Nevertheless, Moody's expects that MEMC will receive cash proceeds
in excess of $180 million from the sale of four European projects
during the second quarter, which should provide MEMC the cash
buffer needed to cover MEMC's restructuring charges and the
working capital demands of the solar operations.

The Caa1 rating of the Senior Notes due 2019, which are unsecured,
reflects the effective subordination of the Notes to MEMC's $400
million Corporate Credit Facility, which is secured by a lien on
all domestic assets.

The revision to SGL-3 reflects the expectation of cash inflow from
the near term sale of certain European projects and at least $200
million of cash and access to the corporate revolver.

The stable outlook reflects Moody's expectation that the pace of
cash burn will moderate over the near term and turn solidly
positive by the second half of 2012 as MEMC better manages the
pace of construction in the solar operations and the semiconductor
materials business becomes cash generative, and that there will be
no further delays in selling the European projects.

The rating could be upgraded if MEMC's restructuring efforts prove
successful, and the solar operations become cash generative, such
that Moody's believes that the ratio of free cash flow (FCF) to
recourse debt (Moody's standard adjustments) will improve to the
mid-single digits on a sustained basis.

The rating could be downgraded if there are delays in selling the
European projects or Moody's believes that the semiconductor
segment recovery will be delayed. There could be a downgrade if
Moody's believes that the pace of cash burn will increase due to
declining solar project margins, an increase in the pace of solar
project construction, or if Moody's believes that the solar
operations' trade creditors will cease to offer trade credit,
requiring cash payment in advance.

MEMC, based in St. Peters, Missouri, is a supplier of polysilicon
semiconductor wafers to semiconductor foundries and integrated
device manufacturers. MEMC also develops, constructs, and operates
solar energy power projects through its SunEdison LLC subsidiary.

Downgrades:

  Issuer: MEMC Electronic Materials, Inc.

     Probability of Default Rating, Downgraded to B3 from B2

     Corporate Family Rating, Downgraded to B3 from B2

     Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
     from B3

Upgrades:

  Issuer: MEMC Electronic Materials, Inc.

     Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

Outlook Actions:

  Issuer: MEMC Electronic Materials, Inc.

     Outlook, Changed To Stable From Rating Under Review

The principal methodology used in rating MEMC was the Global
Semiconductor Industry Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
in June 2009.


MONEY TREE: Wants Control of Case Through August
------------------------------------------------
Small Loans Inc., The Money Tree Inc. and their debtor affiliates
are seeking to keep control of of their Chapter 11 cases through
August 2012.  In court papers filed in late April, the Debtors
asked the Bankruptcy Court to extend the periods within which they
have the exclusive right to file and solicit acceptances of a plan
of reorganization.  The Debtors filed a plan on April 16, 2012.
The Debtors said they intend to amend the disclosure statement
explaining the Plan by June 13, 2012, to identify a replacement
investor willing and able to consummate transactions contemplated
in the Plan, or if no replacement investor has been found, filed
an amended plan.  The Debtors want the Exclusive Periods extended
through and including Aug. 14 so long as either an amended
Disclosure Statement or an amended plan is filed.

As reported by the Troubled Company Reporter on April 20, 2012,
citing a DBR Small Cap report, Money Tree's bankruptcy-exit plan
proposes to hand over the chain's nearly 100 outlets to an
unidentified buyer while paying off a fraction of the $93 million
debt owed to bondholders who have accused the company's leaders of
running a multimillion-dollar Ponzi scheme.

The Debtors said they originally filed the Plan and accompanying
Disclosure Statement with a single investor in mind; however, the
Debtors now believe that, while the Plan itself structurally
provides the greatest return possible to creditors, it would be
more advantageous to seek an alternative investor.  The Debtors
also are seeking appointment of a chief restructuring officer who
will, among other things, greatly assist the Debtors in finding a
replacement investor while at the same time maximizing
efficiencies in the Debtors' operations, restoring confidence in
the Debtors' management, and negotiating with the creditors'
committee in these cases to create consensus with respect to the
Plan.

The Debtors anticipate that they will be able to do so in a timely
fashion now that they have decided to retain a CRO.  Further, the
Debtors submit that it would be equitable to allow the CRO an
opportunity to succeed in turning around the Debtors and finding
an investor to consummate the transactions proposed in the Plan.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MPG OFFICE: Has Agreement to Temporarily Hold 3800 Chapman Title
----------------------------------------------------------------
MPG Office Trust, Inc., and the special servicer for 3800 Chapman,
a property located in Central Orange County, entered into an
agreement dated as of June 6, 2012.

Pursuant to this agreement, the Company will temporarily remain
the title holder of the asset until 3800 Chapman is transferred to
another party or there is a completed foreclosure, with a
definitive outside date of Dec. 31, 2012, at which time the
Company will cease to own the asset.  The Company is not obligated
to pay any amounts and is not subject to any liability or
obligation in connection with its exit from the asset, other than
to cooperate in the sale or other disposition.  Pursuant to this
agreement, the Company is released of nearly all potential claims
under the loan documents, except for certain environmental claims
and other very limited potential claims that the Company considers
immaterial.  Also pursuant to this agreement, the Company received
a release of all claims under the guaranty of partial payment
related to the loan in return for payment by the Company of $2
million.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.19 billion in total assets, $3.11 billion in total liabilities,
and a $913.35 million total deficit.


NAVISTAR INTERNATIONAL: GAMCO Assets Discloses 4.6% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management, Inc., and its
affiliates disclosed that, as of June 7, 2012, they beneficially
own 3,154,935 shares of common stock of Navistar International
Corporation representing 4.60% of the shares outstanding.

GAMCO previously reported beneficial ownership of 2,523,677 common
shares or a 3.65% equity stake as of Jan. 20, 2012.

A copy of the amended filing is available for free at:

                        http://is.gd/bgK5c1

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2012, showed
$11.50 billion in total assets, $11.69 billion in total
liabilities, and a $195 million total stockholders' deficit.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in summary credit opinion at the end of April 2012
that the B1 Corporate Family Rating of Navistar International
reflects the company's highly competitive position in the North
American medium and heavy duty truck markets, and the continuing
recovery in demand. It also reflects the progress Navistar
continues to make in implementing a strategy that should reduce
its vulnerability to cyclical downturns and strengthen returns.
The key elements of this strategy include: expanding its scale and
operating efficiencies by offering a full line of medium and
heavy-duty trucks equipped with Navistar engines; building its
position in international truck and engine markets through
alliance and joint ventures; and, strengthening its domestic
dealer network.


NAVISTAR INTERNATIONAL: Carl Icahn Discloses 11.8% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Carl C. Icahn and his affiliates disclosed
that, as of June 7, 2012, they beneficially own 8,134,626 shares
of common stock of Navistar International Corporation representing
11.87% of the shares outstanding.

Mr. Icahn previously reported beneficial ownership of 7,251,426
common shares or a 9.99% equity stake as of Nov. 2, 2011.

A copy of the amended filing is available for free at:

                        http://is.gd/80z5yv

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2012, showed
$11.50 billion in total assets, $11.69 billion in total
liabilities, and a $195 million total stockholders' deficit.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in summary credit opinion at the end of April 2012
that the B1 Corporate Family Rating of Navistar International
reflects the company's highly competitive position in the North
American medium and heavy duty truck markets, and the continuing
recovery in demand. It also reflects the progress Navistar
continues to make in implementing a strategy that should reduce
its vulnerability to cyclical downturns and strengthen returns.
The key elements of this strategy include: expanding its scale and
operating efficiencies by offering a full line of medium and
heavy-duty trucks equipped with Navistar engines; building its
position in international truck and engine markets through
alliance and joint ventures; and, strengthening its domestic
dealer network.


NAYANI, INC.: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Nayani, Inc.
        3604 Waynoka Drive
        Carrollton, TX 75007

Bankruptcy Case No.: 12-43285

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A coy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-43285.pdf

The petition was signed by Sikander Nayani, president.


NEW CENTURY TRS: Bankr. Court Won't Rule on Sanctions Bid
---------------------------------------------------------
Bankruptcy Judge Kevin J. Carey dismissed, for lack of
jurisdiction, the request of Anita B. Carr for sanctions against
the liquidating trustee of the New Century Liquidating Trust in a
June 7, 2012 Memorandum and Order available at http://is.gd/rgwVwU
from Leagle.com.

Ms. Carr filed a complaint against the Debtors in October 2009
asserting claims for (i) fraudulent conveyance, (ii) violation of
chapter 11 of the Bankruptcy Code, (iii) fraudulent
misrepresentation and negligence, (iv) violation of the Truth-in-
Lending Act, 15U.S.C. Sec. 1601 et seq., (v) violation of the
Business and Professions Code Section 17200 et seq., (vi)
violation of RESPA 12 U.S.C. 2605, and (vii) quiet title to real
property against all defendants.  The Causes of Action arise out
of a loan transaction between Ms. Carr and Debtor Home 123
Corporation entered into in January 2006.  She also filed an
unliquidated unsecured claim against the Debtors in August 2009.
In October 2010, the Trustee and Ms. Carr entered into a
Settlement Agreement to resolve the adversary proceeding.  The
Trustee agreed to pay $60,000 "in full and final satisfaction of
the Causes of Action and any other claim(s)" by Ms. Carr in
exchange for dismissal of the lawsuit.  In December, Ms. Carr
filed a request to stay dismissal of the lawsuit, saying she
obtained new evidence demonstrating that the Trustee made false
representations to induce her to enter into the Settlement
Agreement.

In May 2011, the Court denied Ms. Carr's Request to Stay Dismissal
and the Request for a Show Cause Order.  In December, the Court
denied Ms. Carr's motions for reconsideration.  Ms. Carr took an
appeal to the District Court.

According to Judge Carey, the Motion for Sanctions and the
Trustee's objection are directly related to the issues on appeal.
Judge Carey said the "the Divestiture Rule" applies to the Motion
for Sanctions and the Bankruptcy Court lacks jurisdiction to grant
the request.

The case is ANITA B. CARR, Plaintiff, v. NEW CENTURY TRS HOLDINGS,
INC, et al. Defendants, Adv. Proc. No. 09-52251 (Bankr. D. Del.).

                         About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NOOR SHAN: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Noor Shan Enterprises, Inc.
        3604 Waynoka
        Carrollton, TX 75007

Bankruptcy Case No.: 12-43286

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.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 six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-43286.pdf

The petition was signed by Sikander Nayani, president.


PHILADELPHIA SCHOOL: Moody's Affirms 'Ba1' Gen. Obligation Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Philadelphia School
District's (PA) Ba1 rating and revised the outlook to negative
from stable, affecting $2.2 billion in general obligation debt
directly issued by the district and $884 million in parity debt
issued through the State School Public Building Authority.

Summary Rating Rationale

The negative outlook reflects the district's weak financial
position including a large budget gap for fiscal 2013 and the
likelihood of a deficit borrowing to close the gap later in the
year. The district closed most of its significant budget gap for
fiscal 2012 through a variety of adjustments, including the use of
both ongoing and one-time revenue enhancements and expenditure
savings. The district has outlined a budget gap of over $200
million for fiscal 2013, driven by increasing expenditures related
to charter school growth and a very limited ability to raise
revenue. In addition, fixed expenditures related to mandates and
personnel costs continue to pressure the district to balance its
operations. The district issued deficit funding bonds early in the
2000s, and has depended on several occasions since that time, on
moderate use of one-time revenues to finance operating costs.. The
district also has a weak demographic profile and high
unemployment, modest property value growth, and a heavy burden of
tax-supported debt with moderate exposure to variable rate debt
and interest rate swaps.

Moody's maintains an enhanced Aa2 rating, with a negative outlook,
on all of the district's debt, reflecting Moody's current
assessment of the Pennsylvania School District Fiscal Agent
Agreement Intercept Program, which provides for the intercept of
state aid due in the current fiscal year in the event of a
threatened payment failure by the district, and reflects the
credit profile of the Commonwealth itself, whose general
obligation bonds are rated Aa1/negative.

STRENGTHS

- District benefits from state oversight entity

- Large, diverse tax base; economic center for a multistate
region

CHALLENGES

- Significant budget gap for fiscal 2013 resulting in likely
deficit borrowing

- Constrained revenue-raising ability given city council required
authorization for a portion of the tax rate

- Depletion of reserves and very narrow liquidity requiring
annual cash flow borrowing

- Above average debt burden

Outlook

The outlook on the underlying rating on the district's general
obligation debt is negative, given the significant gap in the
district's fiscal 2013 budget following several years of financial
weakening and the likely near-term issuance of deficit financing,
effectively pushing the gap into future years.

WHAT COULD MAKE THE UNDERLYING RATING GO UP (REMOVAL OF THE
NEGATIVE OUTLOOK)

- Significant progress toward eliminating the budget gap over
fiscal 2013 and a return to surplus operations in fiscal 2013

WHAT COULD MAKE THE UNDERLYING RATING GO DOWN

- Inability to execute deficit borrowing in fiscal 2013

- Operating deficit beyond what is expected to be closed with
deficit funding

- Continued structural imbalance in fiscal 2014 and beyond

The principal methodology used in this rating was US General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


POLYPORE INT'L: Moody's Raises CFR/PDR to 'B1'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service raised Polypore International, Inc.'s,
Corporate Family and Probability of Default ratings to B1 from B2.
In a related action, Moody's also assigned Ba2 ratings to
Polypore's new bank credit facilities and affirmed the ratings on
the senior unsecured notes at B3. The new senior secured credit
facilities will be used to refinance Polypore's existing bank
credit facilities. The rating outlook was changed to stable from
positive.

The following ratings are raised:

Polypore International, Inc.

Corporate Family Rating, to B1 from B2;

Probability of Default, to B1 from B2;

The following ratings were assigned:

New $150 million guaranteed senior secured revolving credit
facility due 2017, Ba2 (LGD2, 20%);

New $300 million guaranteed senior secured term loan due 2017,
Ba2 (LGD2, 20%);

Speculative Grade Liquidity Rating, SGL-2

The following ratings were affirmed:

$90 million existing guaranteed senior secured revolving credit
facility due 2013; Ba2 (LGD2, 20%);

$370 million existing guaranteed senior secured term loan due
November 2014; Ba2 (LGD2, 20%);

(The ratings on the existing senior secured facilities will be
withdrawn upon their refinancing.)

$365 million of 7.5% senior unsecured notes due November 2017,
B3 (LGD5, 76%)

Rating Rationale:

The upgrade in Polypore's Corporate Family Rating to B1 reflects
the company's improving operating performance and demonstrated
ability to maintain strong profit margins through a down economy.
A large portion of revenue growth is anticipated to be driven by
the growth in electronic drive vehicles. Yet, Moody's believes
that the company will continue to deliver operating performance
consistent with the assigned rating even in the event of a delayed
penetration of electronic drive vehicles in overall automotive
demand. Polypore also has demonstrated the ability to maintain a
high debt burden relative to the company's size. The company's
ability to generate high profit margins has typically driven
positive free cash flow over the past several years. Recent
capacity expansions, especially for lithium battery separators
targeted for electronic drive applications, are expected to
constrain free cash flow generation over the near-term. Yet, upon
completion of this expansion, Polypore is expected to be well
positioned to drive higher levels of free cash flow and debt
reduction. For the LTM period ending March 31, 2012 the company's
EBIT/interest (as adjusted by Moody's) was 4.5x and Debt/EBITDA
was 3.4x.

The stable rating outlook reflects Polypore's growth prospects in
the lithium separator markets tempered by global economic
uncertainty in Europe (about 38% of 2011 revenues) which may
stagnate growth in the company's other industrial market segments.

Polypore's SGL-2 Speculative Grade Liquidity Rating indicates
Moody's expectation of a good liquidity profile over the near-term
supported by cash balances and availability under the revolving
credit facility. As of March 31, 2012, the company maintained cash
balances of $79 million. A portion of the availability under the
new $150 million revolving credit facility is expected to be used
to partially fund the repayment of the existing term loan leaving
approximately $97 million of availability. The SGL-2 recognizes
the near-term positive free cash flow generation pressure due to
incremental strategic investments in the company's lithium battery
separator business. The financial maintenance covenants under the
new bank credit facilities are expected to include a senior
secured net leverage ratio test and an interest coverage test,
both of which are anticipated to have ample cushion.

Future events that could improve Polypore's ratings include
positive free cash flow generation and reduction in debt. Other
considerations for a higher outlook or rating could result from
EBIT/Interest sustained above 4.0x, and leverage sustained at
3.0x, while demonstrating financial policies focusing on debt
reduction rather than shareholder distributions.

Future events that could result in a lower rating or outlook
include erosions of revenues or margins, inability to sustain free
cash flow generation, increased leverage, or disruptions tied to
capital expansion efforts. Consideration for a lower rating or
outlook could arise if any combination of these factors results in
EBIT/cash interest approaching 2.0x, leverage approaching 4.6x, or
deteriorating liquidity.

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

Polypore International, Inc., headquartered in Charlotte, NC, is a
leading worldwide developer, manufacturer and marketer of
specialized polymer-based membranes used in lead acid and lithium
batteries as well as filtration processes used in healthcare and
other industrial applications. Revenues in 2011 were $763 million.


POTOMAC SUPPLY: Court OKs Morgan Joseph as Investment Banker
------------------------------------------------------------
Potomac Supply Corporation sought and obtained approval from the
U.S. Bankruptcy Court to employ Morgan Joseph TriArtisan LLC as
investment banker.

There are two parts to Morgan Joseph's compensation: a monthly fee
and a transaction fee. With respect to the monthly fees:

a. For the first three months that Morgan Joseph provides
   services, Potomac will pay Morgan Joseph in advance a fixed fee
   of $50,000 per month.  If a Transaction is completed in the
   first month,

b. Following the initial three-month period, if services are still
   being provided by Morgan Joseph, then Potomac will pay Morgan
   Joseph a fixed monthly fee of $25,000; provided, however, that
   in no event shall an amount greater than $225,000 in monthly
   fees be payable prior to the consummation of a Transaction.

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

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serve as the Debtor's bankruptcy counsel.
The petition was signed by William T. Carden, Jr., chief executive
officer.

LeClairRyan, A Professional Corporation is representing the
Official Committee of Unsecured Creditors.


POTOMAC SUPPLY: Court Approves LeClairRyan as Panel's Counsel
-------------------------------------------------------------
The Official Unsecured Committee of Potomac Supply Corporation
sought and obtained approval from the U.S. Bankruptcy Court to
employ LeClairRyan as counsel.

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

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serve as the Debtor's bankruptcy counsel.
The petition was signed by William T. Carden, Jr., chief executive
officer.


R&L DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: R&L Development & Real Estate, LLC
        aka R&L Development Group, LLC
        3042 Summer Hill Road
        Thomasville, GA 31757

Bankruptcy Case No.: 12-70717

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: Ronald B. Warren, Esq.
                  WHITEHURST, BLACKBURN, WARREN AND KELLEY
                  809 South Broad Street
                  Thomasville, GA 31792
                  Tel: (229) 226-2161
                  Fax: (229) 228-9014
                  E-mail: bankruptcy@wbwk.com

Scheduled Assets: $2,602,062

Scheduled Liabilities: $4,014,361

A copy of the Company's list of its three largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/gamb12-70717.pdf


RG STEEL: Herman Strauss Offers $15 Million for Facility
--------------------------------------------------------
Linda Harris at The Intelligencer reports Herman Strauss Inc. is
making a bid for a 112-acre parcel that RG Steel had owned at
Third and State streets in Steubenville, Ohio.

According to the report, Strauss Chief Financial Officer John
McDonald confirmed Herman Strauss and an Ohio limited liability
company, River Rail Development, submitted a bid of $15 million
for the property, which includes the buildings, equipment and
scrap metals stored there as well as the site itself.  The
proposed sale must be approved by U.S. Bankruptcy Court in
Delaware.

The report notes the deadline to submit competing offers is at
5 p.m. June 20.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.


RNP INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: RNP Investments Inc.
        12234 Shadow Creek Parkway, Suite 1100
        Pearland, TX 77584

Bankruptcy Case No.: 12-80288

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Melissa Ann Botting, Esq.
                  1414 S. Friendswood Drive
                  Friendswood, TX 77546
                  Tel: (281) 992-7600
                  Fax: (281) 482-8088
                  E-mail: mabotting@mindspring.com

Scheduled Assets: $1,101,000

Scheduled Liabilities: $815,000

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

The petition was signed by Nita Shah.


SEALY CORP: FPR Partners Discloses 8.8% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, FPR Partners, LLC, disclosed that, as of
May 31, 2012, it beneficially owns 8,855,065 shares of common
stock of Sealy Corporation representing 8.8% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/Nq25aZ

                          About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

The Company's balance sheet at Feb. 26, 2012, showed
$936.26 million in total assets, $999.50 million in total
liabilities, and a $63.24 million total stockholders' deficit.

                          *     *      *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SHEARER'S FOODS: Moody's Cuts PDR to 'Caa1', 'B3' CFR on Review
---------------------------------------------------------------
Moody's Investors Service lowered Shearer's Foods, Inc.'s
probability of default rating (PDR) to Caa1 from B3. All of the
company's ratings, including its B3 CFR, were placed on review for
downgrade.

The rating action reflects Moody's expectation of an increased
risk of default in light of the potential covenant violation in
the quarter ending June 2012 as a result of a covenant step-down
and lower than expected earnings. Moody's believes that without
covenant relief, Shearer's is unlikely to maintain compliance with
its leverage covenants in the quarter ending June 2012. Hence the
probability of default is heightened as reflected by the PDR
downgrade to Caa1.

The following ratings were placed on review for possible
downgrade:

  Corporate Family Rating of B3 was placed on review for possible
  downgrade

  Senior secured Revolver and Term loan B ratings of B2 (LGD2,
  23%).

The following rating was lowered and placed on review for possible
downgrade:

  Probability of Default rating to Caa1 from B3, on review for
  possible downgrade

Moody's does not expect the cushion over the covenant to improve
materially until the first quarter of fiscal 2013 due to slow
improvement in cash flows and continued step downs in the bank
covenant levels. Furthermore, Shearer's is still facing
operational challenges which can negatively affect the company's
ability to improve and maintain sufficient cushion under its
credit facility covenants in the next 12-18 months.

Moody's said that the review will focus on the company's ability
to obtain a waiver or secure an amendment to its credit agreement
as well as the level of financial covenant headroom in the
financing arrangements in future periods. The rating could be
downgraded further if the company is unable to obtain covenant
relief and build more meaningful covenant cushion in the near
term. Conversely, should Shearer's restore its access to bank
funding the outlook could be stabilized. The company's long-term
ratings could be upgraded, if in addition to improving its
covenant cushion to double digits, the company demonstrates it is
able to improve and then sustain its profitability, restore
positive free cash flow that allows for delevering and maintain
adequate liquidity.

Ratings Rationale

Shearer's B3 corporate family rating reflects the company's
relatively small scale, narrow focus on the salty snack sector,
and its high leverage and modest profitability margins as a result
of the recently completed expansion projects that have yet to
generate improved cash flows. The rating incorporates Moody's
concern that Shearer's cushion under its recently amended bank
leverage covenant will be very tight, in the single digits, during
fiscal 2012, and that the company may need to seek covenant relief
to avoid a technical default for the June 2012 quarter. However,
the rating also reflects the company's solid position in private
label, co-pack and branded snack foods and its very strong growth
opportunities, which Moody's believes enhance the value of the
business to protect secured debtholders. While the company enjoys
growing diversity in its product offerings, it is less diversified
both geographically and in terms of product categories than larger
packaged food companies with which it competes. As the largest
producer of kettle chips in the country and one of the largest
producers of private label potato chips, Shearer's has many
opportunities for growth; however, the success will depend on
Shearer's ability to smoothly manage the expanded operations.

The principal methodology used in rating Shearer's Foods, Inc. was
the Global Packaged Goods Industry Methodology, published July
2009.

Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published June 2009.

Shearer's, headquartered in Brewster, Ohio, is a leading producer
of high quality, co-pack, private label and branded food products,
with LTM 3/2012 net sales of approximately $455 million.


SHRI SHIV: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Shri Shiv, Inc.
        dba Comfort Inn
        6521 Olde York Road
        Cleveland, OH 44134

Bankruptcy Case No.: 12-14208

Chapter 11 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Jessica E. Price Smith

Debtor's Counsel: Kenneth A. Blech, Esq.
                  KENNETH A. BLECH CO LPA
                  10850 Pearl Road, #D3
                  Strongsville, OH 44136-3305
                  Tel: (440) 238-7887
                  Fax: (440)238-9532
                  E-mail: kenblech@ameritech.net

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

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

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

The petition was signed by Kuldip Mahajan, president.


SLAVERY MUSEUM: Chapter 7 Liquidation Sought
--------------------------------------------
Steve Szkotak at The Associated Press, citing court documents,
reports Celebrate Virginia asked the Bankruptcy Court to convert
the case of former Gov. L. Douglas Wilder's proposed national
slavery museum to a Chapter 7 liquidation so the land can be sold
before its value diminishes further.

"The debtor has failed to maintain the property in a proper way
such that the property now appears neglected and unkempt, with the
debtor having no funding to cure this deficiency," said Celebrate
Virginia's attorneys, according to the report.  The filing also
calls the museum's reorganization plan "vague, speculative,
confusing, incomplete and/or unfeasible . . ."

The report says the latest filings are from the company that
donated 38 acres for the proposed U.S. National Slavery Museum in
Fredericksburg and a company that has not been paid for storage of
artifacts destined to be displayed at the museum.

The report relates Sandra R. Robinson, an attorney representing
the museum, has not discussed the case outside of court.  Mr.
Wilder has also repeatedly declined comment, saying he is heeding
the court's request to abstain from publicly discussing the case.

The report recounts the city of Fredericksburg opposing a proposed
Chapter 11 bankruptcy plan, further clouding the future of the
museum.  Fredericksburg said the museum's bid to repay its
creditors through an ambitious fund-raising campaign is
unrealistic.

The report adds creditors are expected to file their support or
objections before a June 27 confirmation hearing on the museum's
reorganization plan.

According to the report, Ms. Robinson's reorganization plan banks
on raising $900,000 the first year it emerges from bankruptcy
protection, with that sum increasing in subsequent years, to repay
creditors.  The other filing is from the Hilldrup Companies, a
Stafford storage company that began storing office equipment and
"various artifacts" for the museum in 2004.  It's seeking payment
of $1,772.75 for storage and moving fees.  Artifacts such as
shackles and other remnants of slavery were to be displayed at
the museum.

The United States National Slavery Museum, based in Richmond,
Virginia, filed for Chapter 11 protection (Bankr. E.D. Va. Case
No. 11-36013) on Sept. 21, 2011.  Judge Douglas O. Tice, Jr.,
presides over the case.  Sandra Renee Robinson, Esq., at Robinson
Law & Consulting Firm, P.C., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


SMOKIN' AL'S OF MASSAPEQUA: Case Summary & Creditors List
---------------------------------------------------------
Debtor: Smokin' Al's Of Massapequa Park, Inc.
        dba Smokin' Al's Famous Barbeque Joint
        9 Sophie Court
        Commack, NY 11725

Bankruptcy Case No.: 12-73551

Chapter 11 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Fred S. Kantrow, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  E-mail: fkantrow@avrumrosenlaw.com

Scheduled Assets: $1,081,000

Scheduled Liabilities: $1,924,946

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-73551.pdf

The petition was signed by Al Horowitz, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Smokin' Al's Inc.                     12-73550            05/31/12


SMOKIN' AL'S, INC.: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Smokin' Al's, Inc.
        dba Smokin' Al's Famous Barbeque Joint
        9 Sophie Court
        Commack, NY 11725

Bankruptcy Case No.: 12-73550

Chapter 11 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Fred S. Kantrow, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  E-mail: fkantrow@avrumrosenlaw.com

Scheduled Assets: $1,057,000

Scheduled Liabilities: $2,013,187

A copy of the Company's list of its 16 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nyeb12-73550.pdf

The petition was signed by Al Horowitz, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Smokin' Al's Of Massapequa Park, Inc. 12-73551             5/31/12


SPRING POINTE: Ray Quinney to Withdraw as Counsel
-------------------------------------------------
Ray Quinney & Nebeker, the court-approved counsel of record for
Spring Pointe Development, L.L.C., asks permission from the U.S.
Bankruptcy Court to withdraw as counsel.

RQN has determined that an irreconcilable conflict exists in the
case, and that RQN can no longer effectively represent the Debtor
and its estate, given the fundamental breakdown in the
relationship between RQN, as counsel for the Debtor, and
Christensen, as the Debtor's representative, concerning the
Debtor's reorganization efforts.

RQN currently holds a $75,000 retainer to be applied against
future fees and costs incurred as counsel for the Debtor.

As of April 3, 2012, RQN had billed and unbilled time of roughly
$48,000 (all but $16,272.56 of which is subject to future Court
approval).  In the event this Motion is granted, RQN will promptly
transfer its unused remaining retainer (estimated to be
approximately $25,000) to replacement counsel to the Debtor, or to
such other appropriate person as the Bankruptcy Code authorizes or
the Court directs to receive the funds.

Spring Pointe Development LLC, based in Springville, Utah, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-32972) on
Sept. 2, 2011.  Judge Joel T. Marker presides over the case.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Milton Christensen, managing member.


STARBRITE PROPERTIES: Law Firm Facing Probe After Fraud Revelation
------------------------------------------------------------------
Chief Bankruptcy Judge Carla E. Craig denied the request of Cuevas
& Greenwald, P.C. -- which represented StarBrite Properties Corp.
as bankruptcy counsel -- to seal the firm's opposition to a motion
filed by John Russell, Esq. -- counsel to StarBrite's William J.
Cordero is the president and sole shareholder of the Debtor -- to
quash a subpoena issued by Cuevas & Greenwald to Mr. Russell.

Cuevas & Greenwald said its objection would reveal "evidence which
may be considered scandalous" and "can have negative repercussions
for its client, Starbrite."  The firm alleges Mr. Cordero
defrauded Madison Acquisition Group II LLC, which provided
$3,850,000 in exit financing by failing to disclose to Madison
that he was a defendant in a trademark infringement action and
that two judgments had been entered against him in that action,
even though the application for the Exit Loan required disclosure
of any pending lawsuits to which Mr. Cordero was a party and any
judgments entered against him.  Mr. Cordero also submitted to
Madison two false income tax returns for Flatbush Parking Systems
Inc., another company owned by Mr. Cordero which guaranteed the
obligations under the exit loan, for tax years 2009 and 2010.

Cuevas & Greenwald claims that upon discovering existence of the
two sets of tax returns in January 2012, the firm urged Mr.
Cordero to make proper disclosures to Madison and also brought the
matter to Yolande I. Nicholson, Mr. Cordero's former personal
counsel, but to no avail.  The firm said Mr. Cordero instructed it
to "leave the situation alone."

Judge Craig took a step further, by referring the matter to the
United States Attorney for the Eastern District of New York and
the U.S. Trustee for Region 2, and the Departmental Disciplinary
Committee of the New York State Supreme Court, Appellate Division,
First Judicial Department, saying the professional conduct of the
firm's principals, Carlos J. Cuevas, Esq., and Wayne M. Greenwald
Esq., raises questions concerning their compliance with the New
York Code of Professional Conduct.

According to Judge Craig, the allegations set forth in Cuevas &
Greenwald's Objection create reasonable grounds to believe that an
investigation should be conducted to determine whether criminal
violations under Chapter 9 of Title 18 of the United States Code
have occurred.

"[I]f the allegations in the C & G Objection are true, Cuevas and
Greenwald became aware of the fraud that was used to procure the
Exit Loan no later than January 10, 2012 when Cuevas sent an email
to Nicholson alerting her to the alleged existence of a second set
of income tax returns.  According to the Cuevas Declaration,
Cuevas and Greenwald sought to persuade Nicholson and Cordero to
make a candid disclosure to Madison. But when these remedial
measures failed, Cuevas and Greenwald took no further steps to
remedy the fraud that Cordero was apparently about to perpetrate
on Madison. Instead, they permitted the Exit Loan to close in
February 2012 with knowledge that representations made to Madison
in the Exit Loan documents were in their view false. This alleged
fraud, if it occurred, also compromised the integrity of the
chapter 11 process in that the Exit Loan was expressly approved by
the Court and was necessary to the effectiveness and consummation
of the Plan.  C & G directly benefited from the closing of the
Exit Loan because proceeds from that loan funded payment of a
substantial portion of C & G's Court-approved professional
compensation for pre-confirmation legal work,"  Judge Craig said.

"Rather than disclosing to the Court this allegedly fraudulent
conduct by Cordero beforethe Exit Loan was closed . . . Cuevas and
Greenwald instead disclosed confidential information only after
the Exit Loan had closed and the proceeds of the Exit Loan had
been distributed.  Their acknowledged reason for disclosing
confidential information was to attack Cordero's credibility in
connection with his anticipated (but never filed) objection to the
[firm's] Post-Confirmation Fee Application."

A copy of the Court's June 5, 2012 Decision is available at
http://is.gd/rqYlYjfrom Leagle.com.

                    About Starbrite Properties

Brooklyn, New York-based Starbrite Properties Corp. filed for
Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 11-40758) on
Feb. 1, 2011.  The Debtor's sole asset is the real property
located at 626 Flatbush Avenue, Brooklyn.  The Property is a
30,000 square foot commercial building comprised of five units.
The Property was the subject of a foreclosure proceeding in state
court commenced by AIA Capital LLC, the assignee of certain
promissory notes, which contended it was owed not less than
$3,223,884.

Judge Carla E. Craig presides over the case.  Peter J. Mollo,
Esq., filed the petition on the Debtor's behalf.  Mr. Mollo,
however, was replaced by Cuevas & Greenwald, P.C., as counsel.
The Debtor scheduled $3,026,500 in assets and $3,240,616 in debts.
The petition was signed by William Cordero, president.

Yolande I. Nicholson, Esq., represented Mr. Cordero in his
personal capacity in connection with the chapter 11 case.

On Dec. 20, 2011, the Court entered an order approving the
Debtor's plan of reorganization.  In conjunction with the Plan,
the Debtor and AIA entered into, and the Court approved, a
settlement agreement that fixed the amount of AIA's secured claim
against the Debtor at $2,825,500.  The Debtor secured, with the
Court's authorization, exit financing of $3,850,000 from Madison
Acquisition Group II LLC.


STYRON CORP: Bank Debt Trades at 13% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Styron Corp. is a
borrower traded in the secondary market at 87.35 cents-on-the-
dollar during the week ended Friday, June 8, a drop of 2.65
percentage points from the previous week, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on June 27, 2017, and
carries Moody's 'B1' rating and Standard & Poor's 'B+' rating.
The loan is one of the biggest gainers and losers among 128 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Styron Corp.

Styron Corp. is the world's largest producer of styrene butadiene
(SB) latex and polystyrene, the largest European producer of
synthetic rubber, and a leading producer of polycarbonate resins
and blends.  Styron had revenues of roughly $4.9 billion for the
LTM ending Sept. 30, 2010.

As reported by the Troubled Company Reporter on Jan. 27, 2011,
Standard & Poor's Ratings affirmed S&P's 'B+' corporate credit
rating on Styron S.a.r.l.  The outlook is stable.  The ratings
reflect Styron's aggressive financial profile and weak business
profile as a leading, but commodity-oriented, producer of
petrochemical products.

The TCR, on Jan. 25, 2011, reported that Moody's raised the
Corporate Family Rating of Styron Corp. to B1 from B2.  Styron's
B1 CFR reflects its narrow portfolio of quasi-commodity and
commodity products, substantial exposure to volatile feedstock
prices, its limited history as an independent company and a
limited amount of cash equity subsequent to the cash dividend.


SUZANO PAPER: S&P Cuts Corp. Credit Rating to 'BB' on Higher Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services believes Brazilian pulp and
paper producer Suzano's high debt is likely to persist for the
next two-three years, as the company continues financing its
expansion plan

"We are lowering the rating on the company to 'BB' from 'BB+',"
S&P related in a May 31, 2012 press release.

"The stable outlook reflects our expectations the company to keep
implementing measures to avoid further deterioration of its
capital structure, such as the recently announced equity increase
and its asset sales," S&P said.


SYNERGY INVESTMENT: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Synergy Investment Group, LLC
        220 West Highway 34
        Newnan, GA 30263

Bankruptcy Case No.: 12-11609

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: Frank B. Wilensky, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS, LLC
                  230 Peachtree Street, NW, Suite 2700
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.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 six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-11609.pdf

The petition was signed by Charles Douglas, member.


TCIM SERVICES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TCIM Services, Inc.
        1012 Centre Road, Suite 400
        Wilmington, DE 19805

Bankruptcy Case No.: 12-11711

Chapter 11 Petition Date: June 3, 2012

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

Debtor's Counsel: Alissa T. Gazze, Esq.
                  CIARDI CIARDI & ASTIN
                  919 N. Market Street, Suite 700
                  Wilmington, DE 19801
                  Tel: (302) 658-1100
                  Fax: (302) 658-1300
                  E-mail: agazze@ciardilaw.com

                         - and ?

                  John D. McLaughlin, Jr., Esq.
                  CIARDI CIARDI & ASTIN
                  919 North Market Street, Suite 700
                  Wilmington, DE 19801
                  Tel: (302) 658-1100
                  Fax: (302) 658-1300
                  E-mail: jmclaughlin@ciardilaw.com

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
filed with the petition is available for free at:
http://bankrupt.com/misc/deb12-11711.pdf

The petition was signed by Anthony Horvat, chief restructuring
officer.


TOWNSEND CORP: Jaguar Dealer Has Control of Case Thru July 5
------------------------------------------------------------
The Bankruptcy Court extended the exclusive periods for Townsend
Corporation d/b/a Land Rover Jaguar Anaheim Hills; and LRJC, Inc.,
d/b/a Land Rover Jaguar Cerritos to:

     -- file plans of liquidation through July 5, 2012; and
     -- solicit plan votes through Sept. 4, 2012.

The Debtors said "good cause exists" to extend the exclusivity
periods because, among other things:

     (1) the Debtors are continuing to administer their cases
         efficiently, effectively, and in good faith, and remain
         in substantial compliance will all of their obligations;

     (2) the Debtors reached a settlement with Jaguar Land Rover
         North America, LLC -- JLRNA -- the manufacturer that
         sells new vehicles to the Debtors pursuant to various
         dealer agreements that the Debtors then sell to their
         customers, which settlement was later approved by the
         Court and which settlement will help facilitate an
         uncontested sale of the Debtors' assets to one or more
         buyers;

     (3) the Debtors have obtained the consent of BMW Financial
         Services NA, LLC, the Debtors' primary secured lender
         and by far the largest creditor in the cases, to the
         continued use of cash collateral to facilitate the
         maintenance of the Debtors' operations pending the
         close of a sale;

     (4) LRJ Anaheim has obtained the consent of its landlord,
         LBA/Met Partners -- the only non-insider landlord of
         the Debtors -- to the extension of the time for LRJ
         Anaheim to assume its unexpired leases with LBA/Met
         Partners to facilitate the sale;

     (5) the Debtors have obtained an order of the Court
         approving the bid procedures related to the sale;

     (6) the Debtors are continuing to negotiate Asset Purchase
         Agreements for the sale and intend to proceed with the
         sale as soon as possible.  Upon the close of the sale,
         the Debtors will be in a position to propose simple
         liquidating plans.

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos --
http://www.lrjah.com/and http://lrjcerritos.com/-- filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  The Debtors sell new Jaguar and Land
Rover vehicles and various previously owned vehicles.  The Debtors
also have service and parts departments.  The Debtors are
principally owned and operated by Ernest Townsend and his son,
Joshua Townsend.  LRJ Anaheim has been in business since 2000.
LRJ Cerritos has been in business since 2006.

The Chapter 11 cases were reassigned from Judge Robert N. Kwan to
Judge Catherine E. Bauer.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent
the Debtors.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TRIBUNE CO: Hearing on 4th Amended DCL Plan Begins
--------------------------------------------------
Tribune Company and its debtor affiliates; the Official Committee
of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo,
Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A., submitted to
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware on June 1, 2012, non-material amendments to
their Fourth Amended Joint Plan of Reorganization.

The June 1 Plan Amendments clarify that in connection with its
termination, the Creditors' Committee will provide the Litigation
Trustee with reasonable access to documents relating to the
Litigation Trust Assets within the possession, custody, or
control of the Creditors' Committee pursuant to the terms of a
separate agreement between the Creditors' Committee and the
Litigation Trustee.  The Fourth Amended Plan also incorporates
these modifications, including:

(A) Nothing in the Fourth Amended DCL Plan is intended to
    determine whether a Selling Stockholder properly faces
    liability with respect to the Disclaimed State Law
    Avoidance Claims.  Selling Stockholders will mean persons
    that received payments, including the initial recipients and
    subsequent transferees, in exchange for the purchase by
    Tribune of issued and outstanding common stock of Tribune on
    or about June 4, 2007 or the redemption of common stock of
    Tribune, pursuant to the Step Two Transactions, including
    all legal or beneficial owners of such stock, solely in
    their capacity as recipients of payments with respect to
    such purchase or redemption.

(B) The Debtors, the Creditors' Committee, the applicable
    Indenture Trustee and Morgan Stanley Capital Services Inc.
    and its affiliates will work in good faith to agree upon an
    appropriate procedure to insure that MSCS does not receive a
    distribution on account of any Senior Noteholder Claims held
    by MSCS for its own account unless and until it is
    determined that those Senior Noteholder Claims are Allowed
    Claims and entitled to a distribution pursuant to the Plan.
    If those parties are unable to agree upon an appropriate
    procedure, upon notice to the applicable Indenture Trustee
    and MSCS and an opportunity for those parties to be heard,
    the Debtors and the Creditors' Committee may seek an order
    in aid of confirmation of the Plan resolving any disputes
    and implementing an appropriate procedure.

(C) The Indentures will continue in effect solely to the extent
    necessary to further allow:

     * any Indenture Trustee to pursue or continue to pursue any
       appeal of an order of the Court, commenced by such
       Indenture Trustee on or before the effective date of the
       Plan;

     * Wilmington Trust Company or Deutsche Bank Trust Company
       Americas to serve as members of the Litigation Trust
       Advisory Board or to replace a designee to the Litigation
       Trust Advisory Board appointed by such member solely in
       accordance with the terms of the Plan and the Litigation
       Trust Agreement; and

     * the continuation of any contractual right or obligation
       that any Indenture Trustee has with any Person other than
       the Debtors, the Reorganized Debtors or a Released Party.

    To be clear, nothing in the Fourth Amended DCL Plan will or
    is intended to impair the rights of (i) any Indenture
    Trustee or any Holder of a Senior Notes Claim or PHONES
    Notes Claim from prosecuting any Disclaimed State Law
    Avoidance Claim, with the exception of any Disclaimed State
    Law Avoidance Claim that becomes a Holder Released Claim
    pursuant to the Plan, (ii) the Litigation Trust and
    Litigation Trustee from pursuing the Preserved Causes of
    Action, and (iii) any defendant in defending against a
    Disclaimed State Law Avoidance Claim or a Preserved Cause of
    Action.

(D) Each creditor proponent will submit to the Reorganized
    Tribune, the Creditors' Committee and the U.S. Trustee for
    Region 3 detailed statements of their expense claims and
    will file those statements on the docket in the Reorganized
    Debtors' Chapter 11 cases.

Clean and blacklined versions of the modifications to the Plan,
dated June 1, 2012, are available for free at:

http://bankrupt.com/misc/Tribune_June1PlanAmendments.pdf
http://bankrupt.com/misc/Tribune_June1PlanChanges_blacklined.pdf

On June 2, 2012, the DCL Plan Proponents filed with the
Bankruptcy Court a copy of the Litigation Trust Agreement, as
exhibit to the Fourth Amended DCL Plan.  The Litigation Trust
Agreement provides, among other things, that none of the
Litigation Trustee or any member of the Litigation Trust Advisory
Board is an officer, director, or fiduciary of any of the
Reorganized Debtors.  The initial members of the Litigation Trust
Advisory Board are:

* David Adler, representative of Deutsche Bank Trust Company
  Americas, as Successor Indenture Trustee for Certain Series of
  Senior Notes;

* Julie Becker, representative of Wilmington Trust Company, as
  Successor Indenture Trustee for the PHONES Notes; and

* William Niese.

Clean and blacklined versions of the Litigation Trust Agreement
are accessible for free at:

http://bankrupt.com/misc/Tribune_June2LitigationTrustPact.pdf
http://bankrupt.com/misc/Tribune_June1LitigTrust_blacklined.pdf

Oaktree and Angelo Gordon are represented by:

        Bruce Bennett, Esq.
        James O. Johnston, Esq.
        Joshua M. Mester, Esq.
        JONES DAY
        555 South Flower Street, Fiftieth Floor
        Los Angeles, California 90071
        Tel: (213) 243-2400
        Fax: (213) 243-2539

          DCL Plan Proponents Say Plan is Confirmable per
         Modifications, Respond to Confirmation Objections

"The DCL Plan now before the Court embodies the DCL Plan
Settlement that the Court approved in the prior confirmation
opinion, while addressing and correcting specific infirmities
that the Court found to render the DCL Plan unconfirmable in its
former reiteration," counsel to the Debtors, James F. Conlan,
Esq., at Sidley Austin LLP, in New York, insists.  "For the
benefit of thousands of employees and creditors, it is time to
allow a rehabilitated, reorganized Tribune to emerge from these
proceedings."

Mr. Conlan notes that the Plan enjoys widespread creditor
support, with vast majorities of voting creditors casting ballots
to accept in all Classes of Claims other than the Classes that
previously rejected the DCL Plan -- namely, the Senior
Noteholders, holders of the PHONES Notes Claims, and EGI-TRB LLC.
Even within the rejecting class of Senior Notes, the rank-and-
file overwhelmingly support the DCL Plan and the substantial
distributions it provides to Senior Noteholders, with more than
85% by number of the Senior Noteholders who cast ballots voting
to accept the DCL Plan, he states.  While representatives of the
rejecting Classes do continue to object to confirmation of the
DCL Plan, the objections raised by other objectors, largely are
technical in nature and limited to specific, discrete plan
provisions, he points out.

More importantly, the DCL Plan incorporates modifications that
resolve the confirmation issues identified in the October 23,
2011 memorandum opinion, as amended, Mr. Conlan asserts.
Consistent with the Amended Confirmation Opinion, the Plan has
been modified to provide that:

(A) If no votes to accept or reject the DCL Plan are cast within
    an impaired class of claims, the Class will be deemed to have
    accepted the DCL Plan, unless otherwise determined by the
    Court, provided that the Holders of Claims in a particular
    Impaired Class of Claims are (a) given the opportunity to
    vote to accept or reject the DCL Plan and (b) notified that
    the failure of any Holders of Claims within such Class to
    vote to accept or reject the DCL Plan would result in such
    Class being deemed to have accepted the DCL Plan.  The DCL
    Plan Proponents identified Classes of Claims against 36
    Debtors in which no creditors submitted ballots.  The
    Subsidiary Revoting Classes were provided an opportunity to
    vote on the DCL Plan in a manner consistent with that
    outlined by the Court in the Confirmation Decision.  Pursuant
    to Section 4.2 of the DCL Plan, the Subsidiary Voting Classes
    are deemed to accept the DCL Plan.  The DCL Plan, thus, has
    been accepted by at least one Impaired Class for each Debtor,
    as required by Section 1129(a)(10) of the Bankruptcy Code.

(B) The DCL Plan resolves the release issues identified in the
    Confirmation Opinion.  The modifications revise the releases
    granted under Section 11.2.1 of the DCL Plan so that the
    Debtors and the Reorganized Debtors are the only parties
    granting the releases. Moreover, Section 11.2.1 narrows the
    scope of the parties so released to exclude the Debtors'
    Related Persons, Current Employees, and 401(k) Shareholders.

(C) The DCL Plan resolves the Bar Order issue identified in the
    Confirmation Decision.  The DCL Plan Proponents have
    incorporated modifications into Section 11.3 of the DCL Plan
    that expressly provide that "each Plaintiff is hereby
    enjoined and restrained from seeking relief or collecting
    judgments against any Non-Settling Defendants in any manner
    that fails to conform to the terms of this Bar Order,
    including, without limitation, the proportionate judgment
    reduction provision set forth herein."

(D) The DCL Plan resolves the exculpation issue identified in the
    Confirmation Decision.  To resolve the Court's concern, the
    DCL Plan has been modified to remove the Creditor Proponents
    from the exculpation provided pursuant to Section 11.5 of the
    DCL Plan.

In the Allocation Disputes Decision, the Bankruptcy Court
determined that the alleged discriminatory effect on the Class of
Other Parent Claims resulting from the application of the PHONES
Subordination Provisions as contemplated by the DCL Plan was
immaterial and, thus, the distributions to Holders of Other
Parent Claims under the DCL Plan do not discriminate unfairly and
do not violate Section 510(a) of the Bankruptcy Code, Mr. Conlan
says.  The Bankruptcy Court further held that the Swap Claim was
entitled to the benefit of the PHONES Subordination Provisions as
a matter of contract interpretation.  Accordingly, the DCL Plan
conforms with and satisfies the requirements set forth in the
Bankruptcy Court's prior rulings, Mr. Conlan insists.

For those reasons, the DCL Plan is confirmable pursuant to
Section 11129 of the Bankruptcy Code, Mr. Conlan insists.  The
contested elements of the DCL Plan remain reasonable and
appropriate, and should be approved, he assures the Court.

Notably and in an effort to revive their previously denied
objections, certain parties inappropriately seek to have the
Court reconsider provisions of the DCL Plan that were already
resolved by the Bankruptcy Court's prior rulings, Mr. Conlan
argues.  The DCL Plan Proponents thus ask the Court to overrule
the objections challenging, among other things, the Bankruptcy
the Court's prior rulings solely for purposes of preserving the
record for appeal, and the implementation of the previously-
approved DCL Plan Settlement.

Moreover, the objections of WTC and Deutsche Bank to the
litigation trust agreement are without merit and do not raise any
issues that render the DCL Plan unconfirmable, Mr. Conlan
contends.  Among other things, the DCL Plan Proponents and the
Litigation Trustee will enter into a Litigation Trust
Confidentiality and Common Interest to provide the Litigation
Trustee with reasonable access to the Debtors' records and
information relating to the Litigation Trust Assets.  To that
end, the Debtors, the Creditors' Committee and the Senior Lenders
have negotiated a draft of the LT Confidentiality Agreement and
furnished a copy of that draft to any party that asked for a
copy, including WTC and Aurelius Capital Management, LP.
However, Aurelius and WTC proposed substantial revisions to the
draft LT Confidentiality Agreement, which would destroy the
balance reflected in the draft, he points out.

Moreover, the Litigation Trustee should not be permitted to seek
modification of the DCL Plan or the confirmation order, as
asserted by Aurelius, Mr. Conlan avers.  "It is completely
illogical to allow the trustee of a postconfirmation trust
established to pursue a defined and limited class of litigation
claims the right to seek to modify substantive provisions of a
confirmed plan of reorganization or the terms of a confirmation
order," he argues.

The DCL Plan Proponents have filed with the Court proposed
amendments to the DCL Plan to address objections by WTC,
Aurelius, DBTCA, and DIP Facility Agent.  To resolve objections
filed by the Internal Revenue Service, Missouri Department of
Revenue, and the State of Michigan, Department of Treasury, the
DCL Plan Proponents intend to include clarificatory language in
the proposed Confirmation Order.  The DCL Plan Proponents further
modified the terms of the Litigation Trust Agreement to resolve
certain objections to the DCL Plan.

A summary chart identifying the objections that have been
resolved through modifications to the Litigation Trust Agreement
is available for free at:

     http://bankrupt.com/misc/Tribune_4thAmPlanObjsSumm.pdf

Certain parties previously objected to the Second Amended Plan
but did not file those objections to the Fourth Amended DCL Plan.
To the extent the DCL Plan Proponents and those objecting parties
agreed to the incorporation of language in the confirmation order
to consensually resolve those objections, the language will be
included in the confirmation order regardless of whether such
party filed an objection to the Fourth Amended DCL Plan.  A full-
text copy of the proposed language to resolve those previous
objections is accessible for free at:

  http://bankrupt.com/misc/Tribune_2ndAmPlanObjsResolution.pdf

                Parties React to Aurelius' Objection,
                  Aurelius Supplements Objection

Wells Fargo Bank, N.A., as successor administrative agent under
the $1.6 billion Senior Unsecured Interim Loan Agreement, joined
in the DCL Plan Proponents' memorandum of law and omnibus reply
to the confirmation objections.  In response to Aurelius'
objection, the Bridge Agent insists that the payment of up $7
million of its professional fees -- a key term to the Bridge
Settlement.  The Bridge Agent reminds the Court that the dispute
over the payment of the professional fees has been addressed with
the Court concluding that the DCL Settlement should be approved
and is properly part of the DCL Plan.

Robert R. McCormick Tribune Foundation and Cantigny Foundation
and Harry Amsden and certain directors and officers, and also
responded to Aurelius' objection to the DCL Plan.

The Foundations assert that Aurelius' proposal to insert the
language "and the debt issued thereunder" to make clear the
Indenture Trustees' standing to assert claims is not supported by
any provision of the Bankruptcy Code as all "claims" and "debt"
are discharged by confirmation of a Chapter 11 plan.  Richard W.
Riley, Esq., at Duane Morris LLP, in Wilmington, Delaware,
counsel to the Foundations, asserts that the effect of the
Debtors' discharge may or may not be relevant to the Indenture
Trustees' standing, and it may or may not support what Aurelius
believes to be a "diversionary and meritless" argument, but those
issues should be reserved for the court specifically tasked with
deciding them -- these issues have not been and are not now
before the Bankruptcy Court.

Mr. Amsden, et al., notes that the Aurelius Objection publicly
disclosed, for the first time, the existence of a draft LT
Confidentiality Agreement.  The D&Os allege that the Reorganized
Debtors and the Litigation Trustee -- the parties to the
Confidentiality Agreement -- intend to use the agreement as a
sword In re The Official Committee of Unsecured Creditors of
Tribune Company v. FitzSimons, Case No. 12-cv-02652-WHP, and all
other actions that are or may be transferred and consolidated in
the MDL proceedings before Judge William H. Pauley, III, claiming
that the Bankruptcy Court has already decided the privilege
questions.  The D&Os thus ask that a language should be included
in any confirmation order, clarifying that any agreement or
similar document that may be entered into by the Litigation
Trustee and the Reorganized Debtors does not impact the ability
of Judge Pauley to control the litigation before him.
Mr. Amsden, et al., joined in the Foundations' response to
Aurelius' objection.

Aurelius supplemented its objection to the DCL Plan, raising
certain comments regarding the current forms of the LT
Confidentiality Agreement and the Litigation Trust Loan
Agreement.  With respect to the Loan Agreement, Aurelius proposes
that the Litigation Trustee be entitled to draw the entire Trust
Loan down on or shortly after the Effective Date and should be
entitled to use its discretion with respect to how the loaned
funds will be employed on behalf of all trust beneficiaries.
Similarly, the Trust Loan Agreement should be amended to provide
that the Litigation Trustee will only be obligated to repay
amounts in respect of the Trust Loan to the extent that it
maintains $30 million in the Expense Fund (after payment of the
Parent OUC Trust Preference).

With respect to the LT Confidentiality Agreement, Aurelius
disagrees with the DCL Plan Proponents as to the extent to which
the Reorganized Debtors may withhold documents relating to the
claims being pursued by the Litigation Trust, and the privileges
and protections that apply thereto.  The LT Confidentiality
Agreement should be amended to provide, among other things, that
all documents and information, and all privileges attached to any
document, communication or other information relevant to the
prosecution of the Preserved Causes of Action will be transferred
to the Litigation Trustee, and that the Litigation Trustee will
be given the ability to waive any such privilege in his
discretion.

Separately, former employees and directors of The Times Mirror
Company adopt the objection of WTC and Deutsche Bank, solely with
respect to the issues related to the Litigation Trust to the
extent those points will enhance the operation of the Litigation
Trust.

                  June 7 Confirmation Hearing

A hearing to confirmation of the Fourth Amended DCL was slated to
commence on June 7, 2012 at 3:00 p.m. before Judge Carey, in
Wilmington, Delaware.

The DCL Plan Proponents and the Noteholders submitted to the
Court a joint pretrial memorandum adopting and incorporating by
reference the briefs they submitted, exhibits and testimony
entered into evidence, and oral arguments made in connection with
the confirmation hearing held in 2011, in connection with the
various reconsideration motions filed thereto, and in connection
with the Allocation Disputes, and all such materials will be
deemed included in the record of the confirmation hearing.

The DCL Plan Proponents and the objectors filed with the Court a
proposed sequence for addressing unresolved objections at the
confirmation hearing, available for free at:

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

                       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: Epiq Files 4th Amended Plan Voting Results
------------------------------------------------------
Stephenie Kjontvedt, vice president, senior consultant of Epiq
Bankruptcy Solutions, LLC, filed with the Court a supplemental
declaration on May 29, 2012, containing the tabulation of votes
accepting or rejecting the Fourth Amended Joint Plan of
Reorganization.

In accordance with the Resolicitation Order, Epiq tabulated the
votes cast or elections made on all Supplemental Ballots (in the
case of Revoting Classes) and Ballots (in the case of the
Subsidiary Non-Revoting Classes and Holders of Convenience
Claims), received by May 21, 2012, the supplemental voting
deadline.

As gathered from the report, 126 of the 129 Classes that were
entitled to vote and had one or more creditors that actually cast
Supplemental Ballots (in the case of the Revoting Classes) and
Ballots (in the case of the non-Revoting Classes), voted to
accept the Fourth Amended DCL Plan.

A copy of the report on the tabulation results is available for
free at:

  http://bankrupt.com/misc/Tribune_May29TabulationSummary.pdf

The declaration also appends:

* a report of all votes and elections made by (a) Holders of
   Claims in the Revoting Classes other than Classes 1E and 1J;
   and (b) Holders of Claims in the Subsidiary Non-Revoting
   Classes, a copy of which is available for free at:

   http://bankrupt.com/misc/Tribune_May29RevotingClassesRpt.pdf

* a detailed report of all votes and elections made by holders
   of Claims in Classes 1E and 1J, a copy of which is available
   for free at:

   http://bankrupt.com/misc/Tribune_May29Classes1E1JRpt.pdf

* a detailed report of the release elections made by holders of
   Claims in Class 1G, a copy of which is available for free at:

   http://bankrupt.com/misc/Tribune_May29Class1GRpt.pdf

* a detailed report of the convenience class elections made by
   holders of Claims in Class 1F, a copy of which is available
   for free at:

   http://bankrupt.com/misc/Tribune_May29Class1FRpt.pdf

The declaration also contains reports of supplemental ballots per
classes that were excluded in the tabulation, available for free
at http://bankrupt.com/misc/Tribune_May29ExcludedBallots.pdf

On June 1, 2012, Ms. Kjontvedt filed with the Court an amended
declaration to report on the Alternative Treatment Elections made
by holders of the Senior Noteholder Claims.  In order for an
Election to be counted as valid (i) the Supplemental Election
Form must have been properly completed in accordance with the
Resolicitation Order, and (ii) the Holder's Senior Notes must
have been electronically delivered into the Automated Tender
Offer Program system at The Depository Trust Company, by the
Supplemental Voting Deadline.

The declaration specifically contains these reports:

* a summary of the results of the Alternative Treatment
   Elections made by the holders of the Senior Noteholder Claims
   (Class 1E), a copy of which is available for free at:

   http://bankrupt.com/misc/Tribune_June1Class1EElectionsRpt.pdf

* an account-level report of Elections, a copy of which is
   available for free at:

   http://bankrupt.com/misc/Tribune_June1Class1EElectionsRpt.pdf

* a report of the elections that are deemed defective and
   reasons for exclusion, a copy of which is available for free
   at:

   http://bankrupt.com/misc/Tribune_June1InvalidElections.pdf

                       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: Publishers Forest's Chapter 11 Case Dismissed
---------------------------------------------------------
Judge Kevin Carey entered an order on May 24, 2012, dismissing the
Chapter 11 case of Tribune Co. subsidiary Publishers Forest
Products Co. of Washington, Case No. 08-13201.

All pleadings filed in the Debtors' Chapter 11 cases following
the entry of this order will bear an amended caption, Judge Carey
ruled.  The Court granted the motion after a certification of no
objection was served.

Publishers Forest is not a guarantor of Tribune's obligations
under the Senior Loan Agreement or the Bridge Loan Agreement.
There are only two unsecured claims against Publishers shown on
its schedules of assets and liabilities, each of which is owed to
another Tribune entity.  Moreover, three proofs of claim were
filed by third-party creditors in Publishers' Chapter 11 case.
Two of the claims, filed by The Travelers Indemnity Claim and
Valuation Research Corporation, do not appear to be predicated on
any independent business relationship with or liability incurred
by Publishers.

The third claim, filed by GBH Investments, LLC, asserted an
unliquidated claim in the amount of "$10 million - $13 million"
in connection with the environmental remediation of a piece of
land in Anacortes, Washington.  Publishers Forest disputes the
GBH Claim because, among other things, the GBH Claim was filed
well after the claims bar date.  GBH has neither sought nor
obtained an order from the Court to deem the GBH Claim as timely
filed, and GBH's counsel has withdrawn its appearance in the
Debtors' Chapter 11 cases.

Section 1112(b) of the Bankruptcy Code allows the Court to
dismiss a bankruptcy case "for cause" and states in pertinent
part that the court will convert a case under this chapter to a
case under chapter 7 or dismiss a case under this chapter,
whichever is in the best interest of creditors and the estate,
for cause.

James F. Conlan, Esq., at Sidley Austin LLP, in New York, argues
that "cause" to dismiss Publishers' Chapter 11 case exists
because (i) it has no material assets, (ii) it has no active
business to reorganize, (iii) the Debtors have determined that
Publishers has no value to their business operations going
forward, (iv) Publishers is not a party to the Plan, and (v) any
claims against Publishers will receive little or no recovery
whether or not Publishers remains in Chapter 11.

Specifically, the Debtors have no records that indicate that
Publishers has had any operations since it divested the Land in
1984, Mr. Conlan discloses.  Its sole asset consists of mineral
and similar rights relating to certain real property in
Washington state (unrelated to the Land), which have no material
value and will not be utilized in the Debtors' ongoing business,
he says.  Following the Debtors' determination that Publishers
has no value to the business enterprise going forward, the
Debtors removed Publishers from the list of Debtors that would be
parties to the Plan in February 2012, he states.

More importantly, as a stand-alone entity not party to the Plan,
Publishers has no realistic prospect of reorganizing in Chapter
11, Mr. Conlan maintains.  Publishers will neither have an active
business going forward nor be a useful part of the Debtors'
business enterprise, and claims against it would receive little
or no recovery, he asserts.  On the contrary, the presence of the
GBH Claim against Publishers may present a substantial hurdle to
proposing and consummating a Chapter 11 plan for Publishers, he
stresses.   He however assures the Court that dismissal does not
prejudice any of the creditors of Publishers' estate, because
those parties will retain the ability to pursue their claims in
an appropriate non-bankruptcy forum, including in connection with
any dissolution of Publishers under Washington state law.

                       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: Wins Additional Extension of Stay of Avoidance Suits
----------------------------------------------------------------
Judge Kevin Carey granted Tribune Co. and its affiliates an
extension of 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 the date that is 90 days
after the effective date of the Fourth Amended DCL Plan.  The
Court entered the order after a certificate of no objection was
served.

Meanwhile, the Official Committee of Unsecured Creditors in
Tribune Co. asks the U.S. Bankruptcy Court to further extend
through and including 90 days after the effective date of a
confirmed plan of reorganization:

(a) the stay of certain actions commenced by the panel by
    amending the definition of "Termination Event" in the orders
    granting the Creditors' Committee standing to prosecute
    certain actions on behalf of the Debtors' estates; and

(b) the time to complete service of process on the defendants in
    certain adversary proceedings under Rule 4(m) of the Federal
    Rules of Civil Procedure.

Pursuant to the Standing Orders, the Creditors' Committee
originally filed two actions related to the failed leveraged buy-
out: (i) The Official Committee of Unsecured Creditors of Tribune
Company, et al. v. Dennis J. FitzSimons, et al., Adversary
Proceeding No. 10-54010; and (ii) The Official Committee of
Unsecured Creditors of Tribune Company, et al. v. IPMorgan Chase
Bank N.A., et al., Adversary Proceeding No. 10-53963.

The amended complaint in the Lender Action names as-yet-
unidentified defendants as Does 1 to 100, and also identifies
representative class defendants on behalf of two classes of
defendants.  By orders of the Court, July 2, 2012 is (i) the
current deadline for expiration of the stay of the Lender Action
and (ii) the current deadline for service of the Lender Action
complaint.

The Lender Action included claims against certain lenders to
Tribune and certain advisors to Tribune.  The claims against the
senior lenders to Tribune in the Lender Action will be settled if
the DCL Plan is confirmed.  However, claims against certain
advisors will not be settled if the DCL Plan is confirmed.  The
Creditors' Committee sought and obtained permission to sever the
Advisor Claims.  The stay in the FitzSimons Action is currently
scheduled to end on June 1, 2012. A fully briefed and unopposed
motion is pending before the MDL Court to extend the Rule 4(m)
deadline in the FitzSimons Action (and all other MDL cases) to
August 31, 2012.

On April 2, 2012, the Creditors' Committee filed a complaint
asserting the Advisor Claims and initiated a separate adversary
proceeding for the Advisor Claims styled The Official Committee
of Unsecured Creditors of Tribune Company, et al. v. Citigroup
Global Markets Inc., et al., Adv. Proc. No. 12-50446.  The
Advisor Action has been identified as a potential tag-along
action to the MDL.  On April 4, 2012, the United States Judicial
Panel on Multidistrict Litigation issued a conditional transfer
order to transfer the Advisor Action into the MDL.  The
defendants in the Advisor Action filed a Motion to Vacate CTO-4
to which the Creditors' Committee responded.  The Motion to
Vacate remains pending before the MDL Panel.

The confirmation hearing on the DCL Plan is currently scheduled
to commence on June 7, 2012.  The stay of the Advisor Action will
expire on June 1, 2012. Also, it is not likely that the effective
date of a confirmed plan of reorganization for Tribune will occur
prior to the expiration of the stay of the Lender Action and
Preference Actions on July 2, 2012.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, asserts that sought extension in the stay will conserve
estate resources by avoiding litigation of the claims in the
Lender Action that will be resolved by the DCL Plan, assuming it
is confirmed, and will leave to the Debtors the decision how to
proceed with respect to the Preference Actions following
confirmation of the DCL Plan.  The extension of the Stay will not
prejudice any of the defendants, who will similarly conserve
their resources until a final resolution is reached on the DCL
Plan, he stresses.  An extension will permit the parties to focus
on confirmation and issues directly related to the DCL Plan, he
maintains.  He adds that any relief granted in the Advisor Action
will be subject to amendment or modification by the MDL Court if
CTO-4 becomes final and the Advisor Action is transferred to the
MDL Court.

The Bankruptcy Court will consider the Creditors' Committee's
request on July 11, 2012.  Objections are due no later than
June 14.

                       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)


TRIDENT MICROSYSTEMS: Map-X Audio Product Line Sold to CSR
----------------------------------------------------------
EE Times Asia reports that CSR plc has bought Trident Microsystems
Inc.'s Map-X audio product line.

According to the report, CSR did not reveal how much it paid for
the product line but the company said the acquisition would allow
it to build on its existing audio platform, enabling customers to
more easily develop high performance home audio consumer
electronics products.

The report notes the Map-X processor is designed to deliver HD
audio decoding and internet audio streaming for next generation
home audio, AV receivers and soundbars.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


TYSON FOODS: Moody's Raises Rating on Sr. Unsec. Notes to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has assigned a definitive senior
unsecured debt rating of Baa3 to $1 billion of senior unsecured
guaranteed notes issued by Tyson Foods, Inc. and upgraded other
long-term debt ratings of Tyson and its subsidiaries. Moody's also
withdrew Tyson's Corporate Family Rating, Probability of Default
Rating and Speculative Grade Liquidity rating. The rating outlook
is stable.

This concludes the review for possible upgrade that began on June
6, 2012 following Tyson's announcement that it had amended certain
restrictive bank facility covenants and launched a senior
unsecured guaranteed note offering to fund a cash tender offer for
a large upcoming debt maturity.

Rating Rationale

Tyson's ratings reflect the company's large size and scale in
three main proteins -- chicken, pork and beef -- that provide
important earnings diversification within the protein processing
industry that is volatile, highly competitive and generates low
profit margins. The ratings also reflect meaningful improvements
in Tyson's operating strategy in recent years that have focused on
margin management and establishing a strong liquidity profile.

The rating upgrades mainly reflect Tyson's sustained low leverage
and the combined enhancements to the company's liquidity profile
that resulted from the announced transactions. These enhancements
include the removal of restrictive covenants from its bank credit
facility, the successful issuance of $1 billion of 4.5% senior
unsecured guaranteed notes, and the pending tender offer for its
$810 million of 10.5% notes due 2014.

The withdrawn Corporate Family Rating, Probability of Default
Rating and Speculative Grade Liquidity rating are no longer
applicable to Tyson, given its investment grade rating profile.

Ratings Assigned:

Tyson Foods, Inc.:

$1 billion of 4.5% Senior Unsecured Guaranteed Notes at Baa3;

Ratings Upgraded:

Tyson Foods, Inc.:

$810 million of 10.5% Senior Unsecured Guaranteed Notes to Baa3
from Ba1 (LGD4, 62%);

Senior Unsecured Guaranteed notes to Baa3 from Ba1 (LGD4, 62%);

Senior Unsecured Notes to Ba1 from Ba2 (LGD6, 90%);

Tyson Fresh Meats, Inc.:

Senior Unsecured MTN to (P)Baa3 from (P)Ba1 (LGD4, 62%)

Ratings Withdrawn:

Tyson Foods, Inc.:

Corporate Family Rating;

Probability of Default Rating;

Speculative Grade Liquidity Rating.

The rating outlook is stable.

On June 6, 2012, Tyson issued $1 billion of 4.5% senior unsecured
guaranteed notes (guaranteed by all Tyson subsidiaries), the
proceeds from which will be used to tender for any and all of its
$810 million 10.5% senior unsecured guaranteed notes due 2014.
Moody's estimates that Tyson will pay up to $140 million to
complete the tender offer (expected settlement on June 13, 2012),
leaving approximately $50 million of net cash proceeds that will
be added to current cash balances.

Tyson also amend its existing $1 billion senior unsecured bank
facility agreement to permit the $1 billion note issuance and to
modify certain restrictive financial covenants. Specifically, this
amendment replaced a leverage ratio covenant with a more flexible
maximum 50% debt to capitalization covenant and tightened (to 3.75
times from 3.00 times) the interest coverage covenant. Moody's
estimates that the amended covenants will provide additional
covenant cushion to allow Tyson access its bank facility even in
times of high earnings volatility that is typical of the protein
industry.

Proforma for the tender offer, Moody's estimates that Tyson will
be able to comfortably maintain for the foreseeable future a
minimum of $1.5 billion of liquidity (cash and committed bank line
availability); an amount that Tyson will need to maintain in order
to sustain its investment grade rating.

An upgrade is not likely in the near-term, but Moody's could
upgrade Tyson's ratings if the company maintains debt/EBITDA below
2.0 times and combined cash and external liquidity sources of at
least $1.5 billion. In addition, Tyson will likely need to further
diversify its sales into more value-added products and simplify
its debt capital structure to warrant an upgrade.

Moody's would consider downgrading Tyson's ratings if liquidity or
operating performance deteriorates such that debt/EBITDA was
sustained above 2.5 times, or combined cash and external liquidity
sources fell below $1.5 billion.

Tyson Foods, Inc. is one of the world's leading meat protein
processors, with operations in beef, chicken and pork processing,
as well as branded packaged foods. Sales for the last 12 months
ended March 31, 2012 totaled $33.2 billion.

The principal methodology used in rating Tyson Foods, Inc. was the
Global Food - Protein and Agriculture Industry Methodology
published in September 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


USEC INC: To Issue Additional 10MM Shares Under Savings Program
---------------------------------------------------------------
USEC Inc. filed with the U.S. Securities and Exchange Commission a
Form S-8 to register an additional 10,000,000 shares of its common
stock which may be offered and sold to participants under the USEC
Savings Program.  The proposed maximum aggregate offering price is
$7.1 million.  A copy of the filing is available for free at:

                        http://is.gd/60odno

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion
in total assets, $2.79 billion in total liabilities and $752.40
million in total stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


USEC INC: Tradewinds Global Ceases to Hold 5% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Tradewinds Global Investors, LLC, disclosed
that, as of May 31, 2012, it beneficially owns 4,568,835 shares of
common stock of USEC Inc. representing 3.61% of the shares
outstanding.

Tradewinds previously reported beneficial ownership of 7,439,861
common shares or a 6.1% equity stake as of Dec. 31, 2011.

A copy of the amended filing is available for free at:

                         http://is.gd/wVQKST

                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion
in total assets, $2.79 billion in total liabilities and $752.40
million in total stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


WACCAMAW BANK: Closed; First Community Bank Assumes All Deposits
----------------------------------------------------------------
Waccamaw Bank of Whiteville, N.C., was closed on Friday, June 8,
by the North Carolina Office of the Commissioner of Banks, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with First Community Bank of Bluefield, Va.,
to assume all of the deposits of Waccamaw Bank.

The 16 branches of Waccamaw Bank will reopen during its normal
banking hours as branches of First Community Bank.  Depositors of
Waccamaw Bank will automatically become depositors of First
Community Bank.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Waccamaw Bank should
continue to use their existing branch until they receive notice
from First Community Bank that it has completed systems changes to
allow other First Community Bank branches to process their
accounts as well.

As of March 31, 2012, Waccamaw Bank had $533.1 million in total
assets and $472.7 million in total deposits. In addition to
assuming all of the deposits of the failed bank, First Community
Bank agreed to purchase approximately $515.3 million of the failed
bank's assets.  The FDIC will retain the remaining assets for
later disposition.

The FDIC and First Community Bank entered into a loss-share
transaction on $330.6 million of Waccamaw Bank's assets. First
Community Bank will share in the losses on the asset pools covered
under the loss-share agreement. The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector. The transaction also is expected to
minimize disruptions for loan customers. For more information on
loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-451-1093. Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/waccamaw.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $51.1 million.  Compared to other alternatives, First
Community Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Waccamaw Bank is the 28th FDIC-insured
institution to fail in the nation this year, and the first in
North Carolina.  The last FDIC-insured institution closed in the
state was Blue Ridge Savings Bank, Inc., Asheville, on Oct. 14,
2011.


WELCOME PHARMACIES: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Welcome Pharmacies, Inc.
        4646 Page Avenue
        Michigan Center, MI 49254

Bankruptcy Case No.: 12-53620

Chapter 11 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: William R. Orlow, Esq.
                  B.O.C. LAW GROUP, P.C.
                  24100 Woodward Avenue
                  Pleasant Ridge, MI 48069
                  Tel: (248) 584-2100
                  E-mail: bocecf@boclaw.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 15 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mieb12-53620.pdf

The petition was signed by Robert Paul Commet, president.


WESTERN POZZOLAN: Court May Appoint Chapter 11 Trustee
------------------------------------------------------
The Bankruptcy Court declined to grant the request of the U.S.
government to have the Chapter 11 case of Western Pozzolan Corp.
converted to a liquidation under Chapter 11.  However, the Court
said it will consider appointing a chapter 11 trustee in the case
if the Debtor fails to file certain tax returns by June 30.

The U.S. government, on behalf of the Internal Revenue Service,
sought conversion of the Debtor's case to a liquidation under
Chapter 7 of the Bankruptcy Code, citing the Debtor's failure to
file tax returns that came due post-bankruptcy.

The IRS filed an amended proof of claim in the case asserting
secured tax claims totaling $308,104, unsecured priority tax
claims totaling $24,694, and unsecured general tax claims totaling
$6,125 (claim 4-2).  Many of the unsecured priority tax claims
have been estimated due to returns that were not filed in the
Debtor's prior case.

The Debtor's corporate income tax return for 2011 was due on
March 15, 2012.  That return has not been filed.  The Debtor also
failed to file corporate income tax returns that came due during
the prior case.

The Court directed the Debtor to file its corporate income tax
returns for the years 2009, 2010, and 2011; Form 941 employment
tax returns for the second, third, and fourth quarters of 2011 and
for the first quarter of 2012; Form 940 employment tax return for
2012; and all tax, penalty, and interest with respect to its Form
941 employment tax return for the first quarter of 2012, by the
June 30 deadline.  The Court directed the Debtor to timely file
all future employment tax returns and make all deposits and
payments as required by law.

Western Pozzolan is seeking an extension through Aug. 28, 2012, of
the exclusive periods within which it must file a Chapter 11 plan,
saying it is in the process of negotiating postpetition financing
with the Regional Economic Development and Investment Group in an
attempt to secure funding for ongoing operations of the business.
The Debtor said that based on its projections for income and
expenses, it foresees a high likelihood of a lucrative business
going forward as long as the Debtor can adequately deal with the
issues it has surrounding its debt load.

The Debtor's previous attorney, Jeremy Mondejar, Esq., is no
longer employed as attorney for the Debtor as of April 27, 2012,
and Matthew Q. Callister, Esq,. is assuming full responsibility
for the case as of April 27.

Court papers filed by the Debtor indicate there are $10.82 million
in assets against $11.79 million in debts, including $11.41
million in secured claims.

The Debtor also said it expects to realize $16.28 million in
revenue through 2016 if the Debtor is allowed to continue to
operate.  Given its projected income through the next four years
it becomes clear that the Debtor has the ability to propose a plan
that places all creditors in a position that exceeds expectations
they might have under a Chapter 7 liquidation.

                   About Western Pozzolan Corp.

Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada,
on Jan. 30, 2012.  Judge Mike K. Nakagawa is assigned to the case,
taking over from Judge Linda B. Riegle.  Matthew Q. Callister,
Esq., at Callister & Associates, serves as the Debtor's counsel.
The Debtor estimated assets of $10 million to $50 million and
debts of up to $10 million.  The petition was signed by James W.
Scott, vice president.

According to its Web site, Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.  Activities
include mining, processing, developing and marketing Pozzolan for
a variety of applications for which this inorganic, industrial
mineral is uniquely suited.

According to the Troubled Company Reporter's records, Western
Pozzolan first filed for bankruptcy protection (Bankr. D. Nev.
Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

The U.S. Trustee appointed three creditors to the Official
Committee of Unsecured Creditors.


WOLF CREEK: Second Amended Joint Plan Declared Effective
--------------------------------------------------------
The Second Amended Joint Plan of Reorganization of Wolf Creek
Properties, LC, and the Unsecured Creditors Committee, dated
March 21, 2012, as modified, was declared effective May 31.

The Plan was confirmed by Judge Joel T. Marker on May 16, 2012.  A
hearing to approve the Plan was held May 3.

The Plan provided for an auction of substantially all of the
Debtor's assets.  Secured Creditors are provided two options: (1)
they can elect to accept a quitclaim deed to the respective
Secured Creditor or its nominee and, if they so desire, can bring
an adversary proceeding within the stated time period to assert a
deficiency; or (2) the Collateral of the Secured Creditors will be
included in an auction, which was slated for June 1, 2012.  The
Debtor's unencumbered assets were to be sold at the auction.
Proceeds from the auction will be set aside to pay the costs of
the auction, further administration of the Estate, payment of
United States Trustee Fees, and distributions to creditors.  The
unencumbered tangible personal property and equipment of the
Debtor and Wolf Mountain, LC were also slated to be sold in the
auction.  Wolf Mountain, LC shall use its portion of the Net
Proceeds to pay its creditors, and then upstream the balance of
the funds to the Reorganized Debtor, which were to be placed in a
Plan Disbursement Account.  If there are sufficient funds in the
Plan Disbursement Account to pay all Allowed Unsecured Claims in
full, interest will be added to those claims from the Petition
Date at the Plan Interest Rate.

The Plan Confirmation Order approved the retention of Erkelens &
Olson Auctioneers.

One notable exception to the general summary of the Plan is the
treatment of Classes 6 and 8, being the Allowed Secured Claims of
Capon Capital and Marriott Construction.  Capon Capital holds a
lien against two separate parcels of real property referred to in
the Plan as Parcel 0001 and Parcel 0064.  Marriott Construction
also holds a mechanics lien against Parcel 0064.  There is a
dispute between Capon Capital and Marriott Construction as to
whose lien is in first position on Parcel 0064.  Because of this
priority dispute, the Debtor cannot grant a quitclaim deed to
either of the Creditors because it is unclear who should receive
said deed.  However, on the Plan Effective Date, the Debtor was to
deliver a quitclaim deed for Parcel 0001 to Capon Capital or its
nominee, and deliver two quitclaim deeds into the custody of the
law firm of Kirton & McConkie for Parcel 0064, one to Capon
Capital, and one to Marriott Construction.  When the priority
dispute is resolved between the two Creditors, Kirton & McConkie
will deliver the appropriate quitclaim deed to the winning party,
and destroy the other quitclaim deed.  Capon Capital and Marriott
Construction will have the right to bring an adversary proceeding
to assert a deficiency claim within the deadlines stated in the
Plan.

In January, one of the Debtor's secured creditors, America First
Federal Credit Union, sought conversion of the case to a
liquidation under Chapter 7, saying the Debtor has failed to
perform under the parties' stipulation that required it by the end
of 2011 to either file a plan or pursue a sale of America First's
collateral and other assets, and to complete the asset sale by
June 30, 2012.  America First said it was owed $10.74 million as
of the petition date, and $12.27 million as of April 2011.

The Committee objected to the Conversion Motion, saying it was
about to file its own Plan for the Debtor.

The Confirmation Order provided that America First is oversecured
as of the Effective Date, and was given the right to credit bid
for the America First Collateral during the auction up to the
Allowed amount of $10.74 million set forth in its proof of claim,
plus additional interest.

A day before the Plan hearing, the Debtor and the Committee struck
a deal with Farm Bureau Life Insurance Company of Michigan to set
aside unresolved issues regarding Farm Bureau's cash collateral.
The Debtor accumulated roughly $185,000 of cash to which Farm
Bureau asserts a claim as cash collateral.  Farm Bureau voted in
favor of the Plan.  Pursuant to the Stipulation approved by the
Court, the Debtor, Committee, and Farm Bureau were in good faith
negotiations to resolve their various claims to the Cash
Collateral, and believe that with additional time they can reach
an agreement.  The Debtor, the Committee, and Farm Bureau
stipulate that the matter does not need to be resolved between
them at the Confirmation Hearing, and that in the event they are
not able to reach agreement in the near future, they consent to
shortened notice and objection periods such that the issue can be
heard by the Court before the Plan Effective Date, or if such a
hearing cannot be accommodated by the Court's schedule, to delay
payment of the Cash Collateral after the Plan Effective Date until
the Court can hear the matter.

Pursuant to the Notice of Plan Effective Date, the deadline for
all parties to a rejected executory contract or unexpired lease to
file a proof of claim with the Bankruptcy Court setting forth
their rejection damage claims is July 2, 2012.  All requests for
payment of an Administrative Claim, including but not limited to
all requests for final allowance of fees and costs owed to estate
professionals, is July 30.

                   About Wolf Creek Properties

Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No.
10-27816).  Miller Guymon, P.C. represented the Debtor as counsel.
Wolf Creek disclosed $86,496,598 in assets and $20,646,001 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors hired Berkeley
Research Group as financial advisors.  The Committee is
represented by:

          Michael R. Johnson, Esq.
          Douglas M. Monson, Esq.
          Brent D. Wride, Esq.
          RAY QUINNEY & NEBEKER P.C.
          36 South State Street, 14th Floor
          P.O. Box 45385
          Salt Lake City, UT 84145-0385
          Telephone: (801) 532-1500
          Facsimile: (801) 532-7543
          E-mail: mjohnson@rqn.com
                  dmonson@rqn.com
                  bwride@rqn.com


WOK ACQUISITION: Moody's Rates $300MM Sr. Unsecured Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Wok
Acquisition Corp.'s proposed $300 million guaranteed senior
unsecured notes due 2020. Moody's also assigned a Ba3 rating to
the company's proposed $70 million senior secured revolving credit
facility and $280 million senior secured term loan. In addition,
Moody's assigned Wok Acquisition a B2 Corporate Family Rating
(CFR) and Probability of Default Rating (PDR). The rating outlook
is stable.

Proceeds from the proposed financing along with up to $550 million
in cash common equity provided by Centerbridge Partners, L.P.
(Centerbridge) will be used to acquire all outstanding common
stock of P.F. Chang's China Bistro, Inc. (PF Chang) for $51.50 per
share. Upon the successful closing of the acquisition, Wok
Acquisition will be merged with and into P.F. Chang's, which will
be the surviving entity.

Ratings are subject to Moody's review of final documentation and
the execution of the transaction as proposed. This is the first
time Moody's rates this debt for Wok Acquisition.

Ratings assigned are:

Corporate Family Rating at B2

Probability of Default Rating at B2

$70 million guaranteed senior secured revolver due 2017 at Ba3
(LGD 2, 23%)

$280 million guaranteed senior secured term loan due 2019 at Ba3
(LGD 2, 23%)

$300 million guaranteed senior unsecured notes due 2020 at Caa1
(LGD 5, 78%)

The rating outlook is stable.

Ratings Rationale

The B2 Corporate Family Rating reflects Wok Acquisition's high
leverage and modest coverage, and soft consumer spending
environment that will continue to pressure weak customer traffic
trends, earnings and debt protection metrics. The ratings are
supported by the company's high level of brand awareness,
reasonable scale, a more strategic focus on driving traffic, cost
saving initiatives, and good liquidity.

The stable outlook reflects Moody's view that the company's more
strategic focus on menu innovation, promotions, and pricing should
help to stabilize negative traffic trends. These initiatives along
with various cost saving plans already in place should improve
leverage at the restaurant level and result in improved earnings
and debt protection metrics. The outlook also expects that
management maintains a moderate financial policy and that
liquidity remains good.

Moreover, although a material and permanent reduction in funded
secured debt levels may not result in upward ratings pressure for
the Corporate Family Rating it could have positive ratings
implications for the individual debt instrument ratings.

Given the expectation that weak traffic trends will continue over
the intermediate term a higher rating over the intermediate term
is unlikely. However, factors that could result in an upgrade
include a sustained improvement in earnings driven by positive
operating trends, particularly a stabilization of traffic, and
lower costs.  Specifically, an upgrade would require debt to
EBITDA of about 4.5 times and EBITA coverage of interest above 2.0
times on a sustained basis.

Factors that could result in a downgrade include an inability to
stabilize negative traffic trends or a deterioration in operating
performance that results in an inability to improve credit metrics
over the intermediate term. Specifically, a downgrade could occur
if debt to EBITDA exceeded 5.5 times or EBITA to interest fell
below 1.2 times on a sustained basis.

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

P.F. Chang's China Bistro, Inc., owns and operates restaurants
under the brand names PF Chang's China Bistro (Bistro) and Pei Wei
Asian Diner (PW) in the casual and fast casual dining segment of
the restaurant industry. Annual revenue is about $1.3 billion.


YUCCA SPRINGS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Yucca Springs, LLC
        6370 Wetzel Court
        Reno, NV 89511

Bankruptcy Case No.: 12-51294

Chapter 11 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Gloria M. Petroni, Esq.
                  PETRONI & NICHOLS, LTD.
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786 7764
                  E-mail: topgun@renolaw.biz

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/nvb12-51294.pdf

The petition was signed by Allan J. Siemons, managing member.


* Moody's Says May Global Spec-Grade Corp. Default Rate Up 2.7%
---------------------------------------------------------------
Moody's Investors Service's trailing 12-month global speculative-
grade corporate default rate rose to 2.7% in May, up from 2.6% in
April, says Moody's Investors Service in its monthly default
report. A total of 31 Moody's rated corporate debt issuers have
defaulted so far this year, five of which defaulted in May.

Moody's "May Default Report" is now available, as are Moody's
other default research reports, in the Ratings Analytics section
of Moodys.com.

"Defaults continue at the pace we expected," notes Albert Metz,
Managing Director of Credit Policy Research. "But spreads have
widened and the economic recovery continues to disappoint. We are
expecting a modest increase in the default rate over the next few
months."

In the US, the speculative-grade default rate ended May at 3.1%,
slightly up from the previous month's level of 3.0%, while in
Europe the rate eased to 2.7% from 2.8% in April. At this time
last year, the US rate was 2.7% and the European default rate was
2.1%.

Based on its forecasting model, Moody's expects the global
speculative-grade default rate to rise to 3.1% by the end of 2012,
and decrease to 3.0% in May 2013. These rates are relatively low
compared to the historical average of 4.8% since 1983. Across
industries, Moody's expects default rates to be highest in the
Consumer Services sector in the US and the Retail sector in
Europe.

By dollar volume the global speculative-grade bond default rate
edged higher to 1.8% in May from 1.7% in April. Last year, the
global dollar-weighted default rate stood at 1.5% in May.

In the US, the dollar-weighted speculative-grade bond default rate
ended May at 1.6%, also slightly higher than the 1.5% level in
April. The comparable rate was 1.4% in May 2011.

In Europe, the dollar-weighted speculative-grade bond default rate
held steady from April to May, at 2.3%. At this time last year,
the European speculative-grade bond default rate was 2.0%.

Moody's distressed index rose to 18.6% in May from 17.0% in April.
A year ago, the index was much lower at 6.6%. The distressed index
is a measure of the percentage of high-yield issuers that have
debt trading at distressed levels.

Two Moody's-rated issuers defaulted last month, lifting the
leveraged loan default rate to 1.9% in May from 1.8% in April. A
year ago, the loan default rate was 2.2%.


* Moody's Says Power Generation Shift Prompts Credit Uncertainty
----------------------------------------------------------------
A slow shift in the US electric power generation mix that favors
natural gas and renewable energy sources at the expense of coal
also brings risks that will linger for some time, says Moody's
Investors Service in a new report. Moody's has also issued a
separate outlook report on US public power electric utilities.

"A sustained period of low natural gas prices makes natural gas
the preferred fuel for generating electricity, economically
trumping all other alternatives," said Moody's Jim Hempstead,
author of the report: "Shift in Electric Generation Mix Favors
Natural Gas, Renewables at the Expense of Coal." In the report,
the rating agency analyzes changes in the sector likely to take
place in the coming decade and their potential credit
implications, and finds that the shift will be gradual. That's
because electric generation assets are capital-intensive and long-
lived, and because public power utilities, regulated utilities,
and their local regulatory authorities will seek to maintain a
diversified generation mix, according to Moody's.

"From a credit perspective, the pace of change in the generation
supply mix will also be gradual, leaving a reasonable amount of
time for issuers to take proactive steps to revise their plans and
mitigate the risks," said Mr. Hempstead. "We see the regulated and
public power utilities as better positioned to adapt to these
shifts than the unregulated power companies and merchant power
projects."

The growth rate in total US electric power volumes will be modest
over the next 10 years, says Moody's. US economic expansion will
help increase energy sales but improvements and a more aggressive
deployment of energy efficiency will offset much of the potential
gain.

"Increased demand for natural gas generation supplies will raise
prices at the margin, but will not be sufficient to rebalance the
fundamentals behind natural gas production and demand," said
Hempstead. "We think natural gas prices would need to reach
approximately $7.00 - 8.00/mcf before the sector will begin to
aggressively switch back to other fuel sources."

As for which generation alternatives will be available under a
high natural gas price scenario, Moody's suggests renewables could
become big winners, especially wind and solar. Still, even as
renewable growth continues to gain traction, its contribution to
total US volumes is not expected to reach 10% by 2020.

As the brunt of the power shift takes place, coal volumes will
decline to approximately 30% of total US electric volumes by 2020,
down from 50% in 2009. However, elected officials might intervene
to help coal-dependent issuers in the Appalachian and Illinois
Basin regions.

"Generation switching from coal to natural gas is limited by
physical constraints, including growing coal piles at many
plants," said Hempstead. "We think the switching has largely run
its course, and are now focused on potential costs and future
litigation risks associated with boilers and rail transportation
contracts."

Nuclear generation, which continues to move forward in the US,
though slightly behind schedule, was also examined in the Moody's
report.

"Existing nuclear facilities are experiencing heightened scrutiny,
and several have experienced extended outages for inspections and
improvements," said Hempstead.

In its outlook report on public power electric utilities, "Outlook
Stable Amidst Regulatory Pressures that Affect Affordability,"
Moody's concludes that the stable outlook reflects the sector's
strong business model and stable financial metrics.

"Nonetheless, state and federal environmental regulatory
requirements pose uneven regional impacts and that the costs of
compliance are beginning to be passed along to consumers affecting
affordability," said Moody's Senior VP Dan Aschenbach, co-author
of the report. "While pressures on the business model warrant
monitoring, the sector's financial metrics should remain stable."


* Moody's Says US Surety Sector to Face Higher Claim Costs
----------------------------------------------------------
The US surety sector performed well through the financial crisis
and continues to enjoy strong profitability, but because claims
activity typically lags economic activity, higher claim costs are
likely in 2012--13, Moody's Investors Service says in a new
report, "US Surety Market: Sector Profile." Surety companies
provide bonding capacity in connection with mainly government-
related infrastructure construction contracts, which together with
other commercial construction and trade contracts account for a
significant portion of US economic activity.

"Surety underwriting trends are closely tied to the strength of
the economy and to federal, state and municipal governments'
infrastructure spending and development," says Vice President and
author of the report Alan Murray. "Claims activity generally lags
economic deterioration, however, so we expect to see higher claim
costs emerge over the next one to two years, particularly among
small and mid-sized contractors."

Murray notes also that the surety business was sustained following
the crisis partly by the Federal government's economic stimulus
program (the American Recovery and Reinvestment Act of 2009)
through infrastructure spending. The expiration of that program,
however, together with the slow recovery in privately financed
construction projects, has led to intense bidding competition
among contractors, and so to pricing pressures for surety
underwriters.

Although strong profit margins have attracted new entrants to the
surety market in recent years, ongoing competitive challenges for
both surety writers and contractors, in addition to the likely
emergence of higher claim losses, could thin the ranks of active
market participants going forward. Super-regional and national
surety companies that back large contractors with strong financial
profiles and work flows would benefit in this situation, at the
expense of smaller players.

Murray also warns of potential risks of "creative financings" in
the current environment, where strains on local government budgets
have prompted the cancellation, postponement or financial
restructuring of public works projects. Although surety companies
are not liable in the case of officially cancelled or postponed
projects, he says, the recent emergence of future-funded and other
alternative-financed projects could expose underwriters to large
losses if contracts are not properly underwritten.


* Moody's Says Weak Performance in US Malls May Lead to Scrunity
----------------------------------------------------------------
With the performance gap between stronger and weaker retail malls
growing, Moody's Investors Service says those malls whose ongoing
viability is not assured require careful scrutiny in their CMBS
credit analysis and may merit a recovery-based approach.

"If Moody's determines that a mall's long-term viability is in
doubt, we may introduce stress scenarios beyond those contemplated
in our usual rating approach, which assumes long-term operational
viability of the mall as the benchmark," says Tad Philipp, Moody's
Director of Commercial Real Estate Research, and co-author of the
Moody's report "US CMBS: Growing Gap between Strong and Weak
Malls."

"While the vast majority of the CMBS loans collateralized by
regional malls that we have reviewed have been high quality, we
have seen an increase in the share of malls that are not well
suited to our standard approach because of our concerns about
their long term viability," says co-author Robb Paltz.

Moody's notes that when a marginal mall defaults, the losses on
its loans can be well above those typical for a commercial loan.
"Renovating or reconfiguring an underperforming mall costs many
millions of dollars," says Mr. Philipp.

"What's more, should the location lose its viability for retail
altogether value would revert to land less demolition cost for an
even greater loss," adds Mr. Paltz.

Although the majority of loans within CMBS have 10-year terms,
they also generally have a significant balance outstanding at
maturity that will need to be refinanced. Therefore, Moody's looks
at the viability of property over the next 20 plus years.

Moody's says that strong malls have benefited from a flight to
quality properties among retailers, and are enjoying tenant
renewals and expansions. Weak malls, in contrast, have been
struggling against pressures such as the sluggish economic
recovery and more competition for shopping dollars not only from
online merchants but also other brick and mortar retail formats
such as outlets, power centers and lifestyle centers.

To differentiate winners and losers, Moody's has identified
numerous characteristics that help identify which regional malls
will be able to retain or attract tenants. Attributes include
being the dominant or only mall within a trade area, having four
or more department stores as anchors, and tenant sales averaging
greater than $450 per square foot.


* BOND PRICING -- For Week From May 28 to June 1, 2012
------------------------------------------------------

  Company          Coupon    Maturity   Bid Price
  -------          ------    --------   ---------
AMBAC INC           9.375    8/1/2011      21.419
AMBAC INC             9.5   2/15/2021          21
AMBAC INC             7.5    5/1/2023      17.003
AMBAC INC            6.15    2/7/2087        1.75
AES EASTERN ENER        9    1/2/2017        26.5
AGY HOLDING COR        11  11/15/2014       40.25
AHERN RENTALS        9.25   8/15/2013          62
ALION SCIENCE       10.25    2/1/2015       42.25
AMR CORP                9    8/1/2012          46
AM AIRLN PT TRST    10.18    1/2/2013       67.55
AM AIRLN PT TRST    7.379   5/23/2016          31
A123 SYSTEMS INC     3.75   4/15/2016       21.75
ATP OIL & GAS      11.875    5/1/2015       52.25
ATP OIL & GAS      11.875    5/1/2015       52.25
ATP OIL & GAS      11.875    5/1/2015       53.25
BAC-CALL06/12        5.85  12/15/2022         100
BAC-CALL06/12         6.7  12/15/2026         100
BAC-CALL06/12         6.8   6/15/2027         100
BAC-CALL06/12       6.125  12/15/2027         100
BAC-CALL06/12        5.75  11/15/2028       99.95
BAC-CALL06/12         6.2   6/15/2029         100
BAC-CALL06/12        6.25   6/15/2029         100
BAC-CALL06/12           6  12/15/2032         100
BAC-CALL06/12        6.25   5/15/2036         100
BAC-CALL06/12         6.2   6/15/2036         100
BAC-CALL06/12         6.3   6/15/2036         100
BROADVIEW NETWRK   11.375    9/1/2012      76.875
BUFFALO THUNDER     9.375  12/15/2014          37
CHRCH CAP FNDING      6.6   5/15/2013          25
DELTA AIR 1993A1    9.875   4/30/2049       19.26
DIRECTBUY HLDG         12    2/1/2017      17.625
DIRECTBUY HLDG         12    2/1/2017          18
EDISON MISSION        7.5   6/15/2013       55.61
EASTMAN KODAK CO     7.25  11/15/2013      12.878
EASTMAN KODAK CO        7    4/1/2017       10.26
EASTMAN KODAK CO     9.95    7/1/2018      11.571
EASTMAN KODAK CO      9.2    6/1/2021          11
ENERGY CONVERS          3   6/15/2013          45
EVERGREEN SOLAR        13   4/15/2015          42
GLB AVTN HLDG IN       14   8/15/2013        26.8
GMX RESOURCES           5    2/1/2013      77.001
GMX RESOURCES           5    2/1/2013          78
GLOBALSTAR INC       5.75    4/1/2028       49.25
HAWKER BEECHCRAF      8.5    4/1/2015        17.5
HAWKER BEECHCRAF    8.875    4/1/2015       17.25
HAWKER BEECHCRAF     9.75    4/1/2017        3.05
ELEC DATA SYSTEM    3.875   7/15/2023          95
JAMES RIVER COAL      4.5   12/1/2015        36.5
KENDLE INTL INC     3.375   7/15/2012       95.75
LEHMAN BROS HLDG     0.25   12/8/2012          22
LEHMAN BROS HLDG     0.25   12/8/2012          22
LEHMAN BROS HLDG        1   12/9/2012          22
LEHMAN BROS HLDG      1.5   3/29/2013          22
LEHMAN BROS HLDG        1  10/17/2013          22
LEHMAN BROS HLDG     0.25  12/12/2013          22
LEHMAN BROS HLDG     0.25   1/26/2014          22
LEHMAN BROS HLDG     1.25    2/6/2014          22
LEHMAN BROS HLDG        1   3/29/2014          22
LEHMAN BROS HLDG        1   8/17/2014          22
LEHMAN BROS HLDG        1   8/17/2014          22
LEHMAN BROS INC       7.5    8/1/2026       10.25
LIFECARE HOLDING     9.25   8/15/2013       59.65
MASHANTUCKET PEQ      8.5  11/15/2015        9.25
MASHANTUCKET PEQ      8.5  11/15/2015        8.25
MASHANTUCKET TRB    5.912    9/1/2021        9.25
MF GLOBAL LTD           9   6/20/2038      45.875
MANNKIND CORP        3.75  12/15/2013          53
NEWPAGE CORP           10    5/1/2012       4.625
NETWORK EQUIPMNT     7.25   5/15/2014          33
OSI PHARMACEUTIC        3   1/15/2038       79.51
PATRIOT COAL         3.25   5/31/2013      60.075
PMI GROUP INC           6   9/15/2016      20.525
PENSON WORLDWIDE        8    6/1/2014      27.752
PENSON WORLDWIDE     12.5   5/15/2017        41.5
POWERWAVE TECH      3.875   10/1/2027      20.375
POWERWAVE TECH      3.875   10/1/2027      18.941
RAD-CALL06/12       9.375  12/15/2015       101.8
REDDY ICE HLDNGS     10.5   11/1/2012        55.5
REDDY ICE CORP      13.25   11/1/2015        28.2
RESIDENTIAL CAP       6.5   4/17/2013          19
RESIDENTIAL CAP     6.875   6/30/2015        18.5
ISTAR FINANCIAL       5.5   6/15/2012         100
THORNBURG MTG           8   5/15/2013           8
TOUSA INC               9    7/1/2010        16.9
TOUSA INC               9    7/1/2010          31
TRAVELPORT LLC     11.875    9/1/2016      35.125
TRAVELPORT LLC     11.875    9/1/2016       39.25
TIMES MIRROR CO      7.25    3/1/2013        31.5
TRIBUNE CO           5.25   8/15/2015      36.815
TRICO MARINE            3   1/15/2027        0.75
TRICO MARINE            3   1/15/2027       0.031
TERRESTAR NETWOR      6.5   6/15/2014          10
TEXAS COMP/TCEH         7   3/15/2013          15
TEXAS COMP/TCEH     10.25   11/1/2015      21.625
TEXAS COMP/TCEH     10.25   11/1/2015        22.5
TEXAS COMP/TCEH     10.25   11/1/2015          23
TEXAS COMP/TCEH        15    4/1/2021       33.75
TEXAS COMP/TCEH        15    4/1/2021        29.5
USEC INC                3   10/1/2014          39
WASH MUT BANK FA    6.875   6/15/2011        0.01
WASH MUT BANK FA     5.65   8/15/2014        0.01
WASH MUT BANK FA    5.125   1/15/2015        0.01
WASH MUT BANK NV     6.75   5/20/2036       0.875



                            *********

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
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***