TCR_Public/120627.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 27, 2012, Vol. 16, No. 177

                            Headlines

3610 GULF: Case Summary & 3 Largest Unsecured Creditors
4181 LLC: Case Summary & 13 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: To Sell Assets in $15 Million Joint Deal
ADAMS PRODUCE: Court Approves Burr & Forman as Attorneys
ADAMS PRODUCE: Formation of Unsecured Committee Not Feasible

ADAMS PRODUCE: Files Schedules of Assets and Liabilities
ADAMS PRODUCE: PNC Wants to Exercise Rights Under Loan Agreement
AFA FOODS: Georgia, California Plants Sold for $11.6 Million
AMERICAN APPAREL: Reports $49.7MM Preliminary Net Sales in May
AMERICAN ARCHITECTURAL: Hiring Maschmeyer Karalis as Counsel

AMERICAN ARCHITECTURAL: Taps Douglas Ziegler as Accountants
AMERICAN ARCHITECTURAL: Can Use Cash Collateral Thru July 22
AMERICAN ARCHITECTURAL: Schedules Filing Extended to July 13
AMERICAN ARCHITECTURAL: Sec. 341 Creditors' Meeting on July 18
APPLIED MINERALS: Nat Krishnamurti Named Chief Financial Officer

ARCAPITA BANK: Files 5-Week Budget Thru Aug. 4
ARCAPITA BANK: Questions Committee's Need for 2 Fin'l Advisors
ARCAPITA BANK: Creditor Proposes Protocol for Securities Trading
ATP OIL: Three Directors Elected at Annual Meeting
ATP OIL: Expands Liquidity Position by $35 Million

BERNARD L. MADOFF: Trustee Has Victory in U.S. Supreme Court
BIOZONE PHARMACEUTICALS: Sells $200,000 Promissory Notes
BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
CAPITOL BANCORP: Amended Bylaws Restrict Transfer of Stock
CELL THERAPEUTICS: Craig Philips to Resign as President

CHARLES STREET AME: Eric Green Appointed to Mediate
CHURCH STREET: Changes Name to CS DIP Following Sale to Lenders
CINRAM INT'L: Files for Bankruptcy in Canada & US to Sell Biz
CLAIRVEST GROUP: Reaches Court Settlement on $10MM Loan
COMMUNITY HOME FIN'L: Creditors Want to Prohibit Cash Use

COMMUNITY HOME FIN'L: Seeks to Employ Derek Henderson as Counsel
COMPETITIVE TECHNOLOGIES: Peter Brennan Elected Board Chairman
CORDILLERA GOLF: Club Files for Chapter 11 Reorganization
CPI CORP: Incurs $4.6 Million Net Loss in Fiscal First Quarter
CPI CORP: Hires Andrew Rolfe as Chief Restructuring Officer

CROWN MEDIA: Moody's Raises Speculative-Grade Liquidity Rating
CRYOPORT INC: R. Stefanovich Replaces S. Wasserman as PEO
DALLAS ROADSTER: Can Hire Quilling as Expert for Fee Dispute
DVS SHOE: Sequential Brands Buys Biz for $8.55 Million
EAST FREEMONT: Case Summary & 20 Largest Unsecured Creditors

EATON MOERY: OK'd to Renew Secured Debt to First National Bank
EMMIS COMMUNICATIONS: Moody's Raises CFR to 'B3'; Outlook Stable
FILENE'S BASEMENT: Syms, Creditors Schedule Fight Over Plans
FIRST STREET: Can Hire Michael Brooks as Litigation Counsel
FREDERICK'S OF HOLLYWOOD: M. Tokarz Has 36.3% Stake at May 23

GENERAL AUTO: Court OKs Apex Real as Leasing Agent
GEOEYE INC: Moody's Lowers Corporate Family Rating to 'B2'
GLC LIMITED: Ex-Football Coach Agrees to Settlement
GOLDEN TEMPLE: Plan Filing Deadline Temporarily Moved to July 19
GOLDEN TEMPLE: Bankruptcy Court Approves Myers as Receiver

GRANITE DELLS: Needs $20MM Add'l Funding for Plan Implementation
GUIDED THERAPEUTICS: Has Exchange Offer for Outstanding Warrants
GUN LAKE: Moody's Confirms 'B3' Corp. Family Rating
HALCON RESOURCES: Moody's Assigns 'B2' CFR; Outlook Stable
HALE MOKU: Court Converts Bankruptcy Case to Chapter 7

HALE MOKU: Hires Ervin Cohen & Jessup as New Counsel
HALLWOOD ENERGY: Hunton to Face $50MM Suit in Federal Court
HARBORSIDE 17: Sec. 341 Creditors' Meeting on July 26
HD SUPPLY: Widens Net Loss to $360 Million in April 29 Quarter
HERCULES OFFSHORE: Files Fleet Status Report as of June 20

HOSPITAL DAMAS: Chapter 11 Plan of Reorganization Confirmed
HOUGHTON MIFFLIN: Emerges From Chapter 11 Bankruptcy
HUDSON VALLEY: Moody's Downgrades BFSR to 'D+'; Outlook Stable
IMEDICOR INC: Incurs $641,000 Net Loss in March 31 Quarter
JASMINE AT ORLANDO: Hiring Berger Singerman as Bankruptcy Counsel

JASMINE AT ORLANDO: Schedules & Statement Due June 29
JASMINE AT ORLANDO: Files List of 20 Largest Unsecured Creditors
KENNETH IRA STARR: 'Jacob The Jeweler' Files $12M Suit Vs. Adviser
KENNETH SCHACTER: Rare Poster to Be Auctioned Off
KV PHARMACEUTICAL: Has $20 Million SPA with Commerce Court

KV PHARMACEUTICAL: 2012 Annual Meeting Scheduled for Sept. 13
LEE BRICK: Sec. 341 Creditors' Meeting Set for July 24
LEHMAN BROTHERS: Wins OK of Settlement With Japan Loans
LEHMAN BROTHERS: Wins Approval of BTSX Settlement
LEHMAN BROTHERS: eClerx Settlement Agreement Approved

LEHMAN BROTHERS: $2.5-Bil. in Claims Traded Hands in April
LIFEPOINT HOSPITAL: Fitch Affirms 'BB' Issuer Default Rating
LONG ISLAND: Involuntary Chapter 11 Case Summary
METHOD ART: Court Approves Stipulations on Cash Collateral Use
MORGANS HOTEL: Partners with Hivernage Collection in Morocco

MSR RESORT: Hearing on Hilton Dispute Slated for June 29
MUNSON KINGDOM: Case Summary & 20 Largest Unsecured Creditors
NATIONAL NOTE OF UTAH: SEC Halts $100 Million Ponzi Scheme
NAVISTAR INT'L: Fitch Cuts Rating on LT IDRs to 'BB-'; Neg. Watch
NAVISTAR INT'L: Incurred $162-Mil. Net Loss in Fiscal Q2

NEDAK ETHANOL: AgCountry Credit Demands Payment of $24.7-Mil.
NEW ENGLAND BUILDING: Committee Retains Bernstein Shur as Counsel
NEW ENGLAND BUILDING: Butts Commercial Approved as Brokers
NEW ENGLAND BUILDING: Court OKs EMA Partners as Fin'l Advisor
NEW ENGLAND BUILDING: Court Approves Albin Randall as Accountants

NEW MEXICO HOSPITAL: Fitch Cuts Rating on $6MM Revenue Bonds to B
NORTEL NETWORKS: UK Pension Regulators Can't Appeal
NORTHCORE TECHNOLOGIES: Launches ArtSmarts.com Site
NORTHSTAR AEROSPACE: U.S. Trustee Unable to Appoint Committee
NORTHSTAR AEROSPACE: Sec. 341 Creditors' Meeting on July 18

NORTHSTAR AEROSPACE: Hiring Harris Williams as Investment Banker
NORTHSTAR AEROSPACE: Employs Logan & Co as Administrative Agent
OILSANDS QUEST: Negotiations With Bidders Ongoing
PET RESORTS: Files for Chapter 11 Bankruptcy Protection
PETTERS COMPANY: Andrew Moran Substitutes Zachary Crain as Counsel

PHILADELPHIA ORCHESTRA: Files Disclosure Statement on Amended Plan
PINNACLE AIRLINES: Hearing on NSB Aviation Hiring Set for Today
PINNACLE AIRLINES: Agrees on Protective Order With Unions
PT ARPENI: OK With Gramercy Funds Suit on Exchange Offer
RG STEEL: Environmentalists Want Stay Exception

RITZ CAMERA: Wins Interim Approval to $20MM DIP Financing
ROOMSTORE INC: Delays Fiscal 2012 Form 10-K Due to Bankruptcy
RTW PROPERTIES: Aug. 10 Hearing on Continued Cash Collateral Use
RUBICON FINANCIAL: Horizon Issues Shares After Deal Cancelled
SEMINOLE TRIBE: Fitch Raises Rating on $528-Mil. Bonds to 'BB+'

SLS CAPITAL: Luxembourg Firm Files in US Amid Missing Funds
SOLYNDRA LLC: Court OKs Sept. 29 Loan Termination Date Extension
SONIC AUTOMOTIVE: Moody's Affirms B1 CFR, Rates $200MM Notes B3
SOUTH MOUNTAIN: Voluntary Chapter 11 Case Summary
SOUTHEAST HOUSING: Moody's Cuts Rating on Revenue Bonds to 'Ba1'

SPRINT NEXTEL: Virgin Mobile Selling Contract-Less iPhone
SPRINT NEXTEL: Dodge & Cox Holds 10.3% of Series 1 Common Shares
TRAINOR GLASS: Has Access to Cash Collateral Until July 11
TRAINOR GLASS: Hires William Black as Local North Carolina Counsel
TRONOX INC: Expert Says Firm Was Bankrupt at Time of IPO

VCR I: Voluntary Chapter 11 Case Summary
VHGI HOLDINGS: Scott Haire Resigns as Board Chairman and CFO
VITRO SAB: Bondholders Opposing Expedited Circuit Appeal
VNSD INC: Case Summary & 14 Largest Unsecured Creditors
WASHINGTON MUTUAL: JPMorgan Wins Interim OK for $4M Settlement

WHITE ELEPHANT TRADING: SEC Sues Over Astrology-Based Ponzi Scheme
WSG RIVERVIEW: Case Summary & 8 Largest Unsecured Creditors
ZALE CORP: Incurs $4.5 Million Net Loss in April 30 Quarter

* State SFAs Respond to Decline in Single Family Bond Issuance
* US Manufacturers' Cash Piles Decline as Acquisitions Ramp Up

* Upcoming Meetings, Conferences and Seminars

                            *********

3610 GULF: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 3610 Gulf of Mexico LLC
        1115 51st Street West
        Bradenton, FL 34209

Bankruptcy Case No.: 12-09558

Chapter 11 Petition Date: June 21, 2012

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

Debtor's Counsel: Sacha Ross, Esq.
                  GRIMES GOEBEL GRIMES HAWKINS, et al
                  1023 Manatee Avenue West
                  Bradenton, FL 34205
                  Tel: (941) 748-0151
                  Fax: (941) 748-0158
                  E-mail: sross@grimesgoebel.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 three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-09558.pdf

The petition was signed by George DeSear, member.


4181 LLC: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 4181 LLC
        1910 Ginori Court
        Henderson, NV 89014

Bankruptcy Case No.: 12-17401

Chapter 11 Petition Date: June 21, 2012

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

Judge: Linda B. Riegle

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Ave.
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: shari@mjohnsonlaw.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 13 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb12-17401.pdf

The petition was signed by Robert Glennon, managing member.


4KIDS ENTERTAINMENT: To Sell Assets in $15 Million Joint Deal
-------------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that 4Kids
Entertainment Inc. won approval to sell its Yu-Gi-Oh! business and
CW television-network assets in a $15 million joint deal with two
companies that were originally dueling at auction.

                     About 4Kids Entertainment

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

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

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

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

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

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


ADAMS PRODUCE: Court Approves Burr & Forman as Attorneys
--------------------------------------------------------
The Bankruptcy Court authorized Adams Produce Company, LLC, et
al., to employ Burr & Forman LLP as their counsel, on an interim
basis.

Burr & Forman is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce estimated assets and debts of $10 million to
$50 million in its Chapter 11 filing.  A debtor-affiliate, Adams
Clinton Business Park, LLC, estimated up to $10 million in assets
and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under a
term loan, $1.35 million under a real estate loan, and $3.4
million under a revolver.  The Debtors are also indebted $2
million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.


ADAMS PRODUCE: Formation of Unsecured Committee Not Feasible
------------------------------------------------------------
The United States Bankruptcy Administrator for Northern District
of Alabama notified the Chapter 11 clerk of court that it is not
feasible to form a committee of unsecured creditors in the
bankruptcy case of Adams Produce Company, LLC, et al., in view of
the fact that an insufficient number of unsecured creditors were
willing to serve.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce estimated assets and debts of $10 million to
$50 million in its Chapter 11 filing.  A debtor-affiliate, Adams
Clinton Business Park, LLC, estimated up to $10 million in assets
and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under a
term loan, $1.35 million under a real estate loan, and $3.4
million under a revolver.  The Debtors are also indebted $2
million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.


ADAMS PRODUCE: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Adams Produce Company, LLC, filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $19,545,473
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,574,011
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,172,723
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $32,822,304
                                 -----------      -----------
        TOTAL                     $19,545,473     $41,569,039

A copy of the Schedules is available for free at:

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

                       About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce estimated assets and debts of $10 million to
$50 million in its Chapter 11 filing.  A debtor-affiliate, Adams
Clinton Business Park, LLC, estimated up to $10 million in assets
and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under a
term loan, $1.35 million under a real estate loan, and $3.4
million under a revolver.  The Debtors are also indebted $2
million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.


ADAMS PRODUCE: PNC Wants to Exercise Rights Under Loan Agreement
----------------------------------------------------------------
PNC Bank, National Association, asks the Court to modify and
terminate the automatic stay to permit the exercise of rights and
remedies under loan and related documents and applicable non-
bankruptcy law with respect to PNC's collateral.

"Relief from the automatic stay is appropriate under section
362(d)(2) of the Bankruptcy Code because the Debtors' estates have
no equity in the Pre-Petition Collateral, and the Pre-Petition
Collateral is not necessary for an effective reorganization," says
Jayna Partain Lamar, Esq., at Maynard, Cooper & Gale, P.C.,
attorney for PNC.  In addition, Ms. Lamar notes, the Debtors do
not have any means of providing PNC with adequate protection of
its interest in the Pre-Petition Collateral.

Prior to the Petition Date, PNC entered into (i) a Revolving
Credit, Term Loan and Security Agreement dated Sept. 29, 2010, as
amended.

As of the Petition Date, the principal amount of the obligations
owing to PNC pursuant to the Pre-Petition Financing Documents was
approximately $5.6 million.

PNC asserts a valid, perfected, enforceable and non-avoidable
first priority security interest and lien on all cash on hand
(estimated at $6.7 million as of June 7), accounts and inventory.

Ms. Lamar maintains that because there is no way for the Debtors
to provide adequate protection to PNC, the Debtors must be
prohibited from using the Pre-Petition Collateral, including any
cash collateral, pursuant to Section 363 of the Bankruptcy Code
without PNC's consent.

In addition, to the extent that any proceeds of the Pre-Petition
Collateral exist or come into the possession or control of the
Debtors, PNC requests that any cash collateral be remitted to it,
and that the Debtors surrender possession of the Pre-Petition
Collateral.  PNC also asks the Court to enter an order prohibiting
the Debtors from using its cash collateral without its consent.

A hearing on this matter will be held on July 9, 2012, at 11:00
a.m.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce estimated assets and debts of $10 million to
$50 million in its Chapter 11 filing.  A debtor-affiliate, Adams
Clinton Business Park, LLC, estimated up to $10 million in assets
and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under a
term loan, $1.35 million under a real estate loan, and $3.4
million under a revolver.  The Debtors are also indebted $2
million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.


AFA FOODS: Georgia, California Plants Sold for $11.6 Million
------------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that two of the
five meat-processing plants AFA Foods Inc. has put on the auction
block are selling for a combined $11.6 million in deals approved
Tuesday by U.S. Bankruptcy Court Judge Mary Walrath.

                          About AFA Foods

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

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

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

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

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

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


AMERICAN APPAREL: Reports $49.7MM Preliminary Net Sales in May
--------------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended May 31, 2012.  The Company is also providing comparable
store sales for all months during 2011 in response to certain
equity analyst requests.

The Company reported that for the month ended May 31, 2012, total
preliminary net sales increased 17% to $49.7 million when compared
to the month ended May 31, 2011.  Between the same periods,
comparable store sales on a preliminary basis increased an
estimated 17% and wholesale net sales increased an estimated 24%.

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

                        http://is.gd/wjfOjE


                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

The Company's balance sheet at March 31, 2012, showed $331.38
million in total assets, $288.97 million in total liabilities and
$42.41 million in total stockholders' equity.


AMERICAN ARCHITECTURAL: Hiring Maschmeyer Karalis as Counsel
------------------------------------------------------------
American Architectural Inc. and Advanced Acquisitions LLC seek
Bankruptcy Court permission to employ Maschmeyer Karalis P.C. as
their general bankruptcy counsel.

Aris J. Karalis, Esq., disclosed that his firm received funds
totaling $141,593 in three installments from the Debtors within
the 90-day period prior to the petition date.  The funds serve as
retainer for the firm.

Mr. Karalis attests that his firm does not hold or represent any
interest adverse to the Debtors or their creditors, and is a
disinterested person within the meaning of Sec. 101(14) of the
Bankruptcy Code.

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of our noteworthy
projects.  Recently, AAI completed the east coast's largest canopy
for Goldman Sachs and has recently closed its fourth major World
Trade Center rebuild project.

AAI estimated $10 million to $50 million in both assets and debts.
Advanced Acquisitions estimated $1 million to $10 million in both
assets and debts.  The petitions were signed by John Melching,
president and CEO.


AMERICAN ARCHITECTURAL: Taps Douglas Ziegler as Accountants
-----------------------------------------------------------
American Architectural Inc. and Advanced Acquisitions LLC seek
filed papers in Bankruptcy Court seeking to employ Douglas Ziegler
LLC as accountants.

During the 90-day period prior to the petition date, the firm
received $25,125 for payment on invoices, and $9,625 as retainer.

Douglas D. Ziegler III, CPA, attests that his firm does not hold
any interest materially adverse to the Debtors' estates.

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of our noteworthy
projects.  Recently, AAI completed the east coast's largest canopy
for Goldman Sachs and has recently closed its fourth major World
Trade Center rebuild project.

AAI estimated $10 million to $50 million in both assets and debts.
Advanced Acquisitions estimated $1 million to $10 million in both
assets and debts.  The petitions were signed by John Melching,
president and CEO.


AMERICAN ARCHITECTURAL: Can Use Cash Collateral Thru July 22
------------------------------------------------------------
American Architectural Inc. and Advanced Acquisitions LLC won
authority to use cash collateral through July 22, 2012, and pay
expenses related to the operation of their businesses including,
all payroll obligations.  The Payroll Obligations were due and
payable June 21.

To the extent of any diminution in value of its prepetition cash
collateral, the Court granted Univest Bank and Trust Company
valid, binding, enforceable and perfected postpetition replacement
liens on each of the Debtor's assets but limited to only those
types and descriptions of collateral in which Univest holds a
prepetition lien or security interest.  The Replacement Liens will
have the same priority and validity as Univest's prepetition
security interests and liens.

The Interim Order, the Court said, is without prejudice to the
rights of the Debtors' creditors, any trustee appointed, or other
parties in interest, to contest the validity, extent or priority
of any rights granted to Univest Bank by any prepetition loan
agreement or any security interest arising out of or related to
any prepetition loan agreement.

The Court will hold a further hearing July 22 to consider whether
the Debtors' use of Cash Collateral can be extended beyond that
date.

American Architectural, as of the petition date, owed Univest
$5,328,968 under a revolving line of credit, an equipment line of
credit, a second revolving line of credit, and a term note.
American Architectural also has a number of purchase money credit
facilities due to TD Bank, PNC Bank and Ford Credit that are
secured by vehicles owned by the Debtor.  It also has other
unliquidated debts of $4,289,828 due numerous trade creditors, as
well as accrued payroll tax obligations of $2,368,961.

Advanced Acquisitions, as of the Petition Date, has an $828,577
loan due to Univest; another loan due to Univest of $1,233,404; a
$499,834 loan from the Pennsylvania Industrial Development
Authority; and a $117,926 loan from the Bucks County Economic
Development Authority.

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of our noteworthy
projects.  Recently, AAI completed the east coast's largest canopy
for Goldman Sachs and has recently closed its fourth major World
Trade Center rebuild project.

AAI estimated $10 million to $50 million in both assets and debts.
Advanced Acquisitions estimated $1 million to $10 million in both
assets and debts.  The petitions were signed by John Melching,
president and CEO.


AMERICAN ARCHITECTURAL: Schedules Filing Extended to July 13
------------------------------------------------------------
At the behest of American Architectural, Inc., and Advanced
Acquisitions, LLC, the Court extended their time to file schedules
of assets and liabilities, statements of financial affairs and
other documents, including a list of equity security holders and
statement of corp. ownership by July 13, 2012.

                  About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of our noteworthy
projects.  Recently, AAI completed the east coast's largest canopy
for Goldman Sachs and has recently closed its fourth major World
Trade Center rebuild project.

AAI estimated $10 million to $50 million in both assets and debts.
Advanced Acquisitions estimated $1 million to $10 million in both
assets and debts.  The petitions were signed by John Melching,
president and CEO.


AMERICAN ARCHITECTURAL: Sec. 341 Creditors' Meeting on July 18
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of American
Architectural, Inc., and Advanced Acquisitions, LLC, on July 18,
2012, at 2:00 p.m. at 833 Chestnut Street, Suite 501,
Philadelphia.

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of our noteworthy
projects.  Recently, AAI completed the east coast's largest canopy
for Goldman Sachs and has recently closed its fourth major World
Trade Center rebuild project.

AAI estimated $10 million to $50 million in both assets and debts.
Advanced Acquisitions estimated $1 million to $10 million in both
assets and debts.  The petitions were signed by John Melching,
president and CEO.


APPLIED MINERALS: Nat Krishnamurti Named Chief Financial Officer
----------------------------------------------------------------
Applied Minerals, Inc., appointed Nat Krishnamurti as the
Company's Chief Financial Officer.  Mr. Krishnamurti replaces the
Company's Interim Chief Financial Officer, Chris Carney, who will
assume the role of Vice President for Business Development and
Corporate Strategy.

Mr. Krishnamurti is a CPA with nearly two decades of experience as
a financial management and audit professional.  He was previously
employed by inVentiv Health, Inc., a provider of clinical,
communications and commercial services to the global
pharmaceutical, life sciences and biotechnology industries.
inVentiv was a publicly-traded company until acquired by Thomas H.
Lee Partners, LP in August 2010.  During his 11-year tenure at
inVentiv, Mr. Krishnamurti served as VP - Accounting and
Reporting, Chief Accounting Officer, VP - Corporate Finance, and
Director - Treasury, Consolidations and Financial Reporting.
Prior to inVentiv, Mr. Krishnamurti worked as a senior auditor for
firms such as PriceWaterhouseCoopers, LLP, and Feldman Sherb
Erhlich & Co., PC.  While at PriceWaterhouseCoopers, LLP, he
focused on consumer and industrial products' clients, which
included mining companies.  Mr. Krishnamurti received a B.S. in
Accounting from CUNY - Brooklyn College and an MBA from Long
Island University.

According to Andre Zeitoun, President and Chief Executive Officer
of Applied Minerals, Inc., "The appointment of Nat Krishnamurti as
our Chief Financial Officer is a significant and necessary
addition to our management team at a time when we are accelerating
our commercial activities.  His in-depth financial management,
auditing and SEC-reporting experience will provide the Company the
skillset needed as we continue to gain traction as the leading
provider of advanced halloysite clay solutions."

Mr. Zeitoun continued, "I am grateful for the job Chris Carney has
done as our Interim Chief Financial Officer since February 2009.
At the onset of his appointment, Chris was tasked with both
ensuring the Company's compliance with SEC reporting requirements
and creating a financial management system that would provide his
eventual successor with the infrastructure needed to accommodate
the Company's expected growth.  He achieved these goals and will
now utilize his thorough understanding of both the scientific
benefits of halloysite clay and its commercial applications to
become more closely involved in the business development
activities of our Company."

The principal terms of the agreement with Mr. Krishnamurti are:

    (i) Start date: May 29, 2012;

   (ii) annual salary: $180,000;

  (iii) option grant: 300,000 options, 10-year term, strike price
       (closing price on May 29, 2012), the options vesting
        monthly over a 3-year period.  (If he is terminated for
        cause of terminates resigns without good reason, he loses
        his vested options.  If he is terminated without cause or
        resigns with good reason, his options vest through the end
        of the year in which he is employed.  If there is a change
        of control, his unvested options vest immediately.

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.

The Company's balance sheet at March 31, 2012, showed $10.68
million in total assets, $5.24 million in total liabiilties and
$5.44 million in total stockholders' equity.

                           Going Concern

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


ARCAPITA BANK: Files 5-Week Budget Thru Aug. 4
----------------------------------------------
Arcapita Bank B.S.C.(c) and its affiliated chapter 11 debtors file
proposed budget for the period from the July 1 through Aug. 4,
2012.  Arcapita projects net cash flow, on a consolidated basis,
of negative $21,534,000 during the five-week period.  The bank
expects disbursements of $12,435,000, exceeding projected cash
receipts of $912,000.  Arcapita said it would end the period with
a $62,367,000 balance.

Arcapita also separately filed an operating report for the month
of May.  Arcapita posted a net loss of $14,878,020 for May.
Arcapita had total income of $90,824 and total expenses of
$7,154,210.  At the end of May, it had total assets of
$4,220,390,677 against total liabilities of $3,244,515,539.

Meanwhile, Standard Chartered Bank has lodged a fourth limited
objection and reservation of rights to Arcapita's request to
continue using the Debtors' existing cash management system.
Standard Chartered is the Debtors' sole secured creditor and the
beneficiary of an express trust under its Equitable Mortgages with
certain of the Debtors and Cayman Islands law.  Standard Chartered
and the Debtors have not resolved the issues set forth in Standard
Chartered's previous objections, including the Debtors' attempted
use of property required to be held in an express trust for the
sole benefit of Standard Chartered.  Standard Chartered objects to
the extent the form of order and interim budget are not acceptable
to Standard Chartered.  It reserves its rights to make additional
objections at the hearing and reserves its rights to object to the
entry of any further interim orders or a final order that would
permit disbursements of funds from the subsidiary guarantors and
their non-Debtor subsidiaries to AIHL or Arcapita Bank for the
benefit of structurally subordinated unsecured creditors.

Standard Chartered is represented in the case by:

          Michael J. Sage, Esq.
          Brian E. Greer, Esq.
          Nicole B. Herther-Spiro, Esq.
          1095 Avenue of the Americas
          DECHERT LLP
          New York, NY 10036-6797
          Telephone: (212) 698-3500
          Facsimile: (212) 698-3599
          E-mail: michael.sage@dechert.com
                  brian.greer@dechert.com
                  nicole.herther-spiro@dechert.com

                       About Arcapita Bank

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

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

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

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

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

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

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


ARCAPITA BANK: Questions Committee's Need for 2 Fin'l Advisors
--------------------------------------------------------------
Arcapita Bank B.S.C.(c) and certain of its affiliated debtors
object to the request of the Official Committee of Unsecured
Creditors to retain FTI Consulting, Inc. as financial advisor; and
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker, arguing that there is substantial overlap in the services
that FTI and Houlihan will perform for the Committee.  Although
the Committee represents that Houlihan and FTI have and will
continue to coordinate closely to avoid duplication of services,
the Debtors said the Committee's assurances provide insufficient
comfort given the overlap in the scope of services.

The Debtors recounted that the Committee had opposed the Debtors'
own request to employ KPMG LLP as valuation advisor, saying the
retention of multiple financial advisors "raises the spectre of
duplication and inefficiency," and accordingly such applications
must "be subjected to careful scrutiny and considered not only
independently but collectively as well."  The Debtors said they
agree with the Committee that the estates have limited resources
that should be directed towards supporting the value of their
assets and businesses for all stakeholders.  Yet, the Committee
fails to apply the same level of scrutiny to its own professionals
as it demands for the Debtors' professionals.

The Debtors also object to the proposed indemnification provisions
in the Houlihan Application, which the Debtors find are more
favorable than those allowed to the Debtors' own professionals.
While the Houlihan Application states that it is not entitled to
indemnification in the event that there is a judicial
determination of bad faith, gross negligence, or willful
misconduct, the Engagement Letter is not accordingly limited.

The Debtors also dispute the proposed "Deferred Fee" payable to
Houlihan.  The Debtors said the Committee will have an additional
burden to prove that Houlihan is indeed entitled to a Deferred
Fee.  Given that the Committee has advocated for the vigilant
policing of the Debtors' cash, the Debtors expect the Committee to
demonstrate the propriety of any Deferred Fee and that Houlihan
was a primary contributor to the confirmation of any chapter 11
plan of reorganization or liquidation.

                       About Arcapita Bank

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

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

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

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

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

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

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


ARCAPITA BANK: Creditor Proposes Protocol for Securities Trading
----------------------------------------------------------------
VR Global Partners LP, which has been appointed to the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Arcapita Bank B.S.C.(c) and its affiliated debtors, will appear
before the Bankruptcy Court on June 29, at 2:30 p.m. to seek
permission to continue trading in the Debtors' securities upon the
establishment of an ethical wall and information blocking
procedures.

VR Global said it holds so-called "Covered Claims" or claims
against the Debtors, including (i) "Securities" as defined in
Section 2(a)(1) of the Securities Act of 1933 (including stocks,
notes, bonds, debentures, participation in, or derivatives based
upon or relating to, any of the Debtors' debt obligations or
equity interests) and (ii) bank debt.  VR Global said it is
engaged in the trading of securities or claims for others or for
its own account as a  regular part of its business.

VR Global wants the Court to declare it will not violate its
fiduciary duties as a member of the Committee by trading in the
Covered Claims during the pendency of the Debtors' Chapter 11
cases, provided that it establishes, effectively implements, and
adheres to the information blocking policies and procedures that
are approved by the Office of the United States Trustee.

The term "Screening Wall" refers to a procedure established by an
institution to isolate its trading activities from its activities
as a member of an official committee of unsecured creditors in a
chapter 11 case.  A Screening Wall includes, among other things,
features as the employment of different personnel to perform
certain functions, physical separation of the office and file
space, procedures for locking committee related files, separate
telephone and facsimile lines for certain functions, and special
procedures for the delivery and posting of telephones messages.
The procedures will prevent VR Global's trading personnel from use
or misuse of non-public information obtained by its personnel
engaged in Committee related activities, and also will preclude
Committee Personnel from receiving inappropriate information
regarding its trading in the Covered Claims in advance of those
trades.

Although members of the Committee owe fiduciary duties to the
creditors of these estates, VR Global said it also has fiduciary
duties to maximize returns to its clients through trading
securities.  Thus, if it is barred from trading the Covered Claims
during the pendency of these bankruptcy cases because of its
duties to other creditors, it may risk the loss of a beneficial
investment opportunity for itself and/or its clients and,
moreover, may breach its fiduciary duty to its clients.

In-House Counsel for VR Global Partners is:

          Peter L. Clateman, Esq.
          VR GLOBAL PARTNERS, LP
          400 Madison Avenue 15th Fl.
          New York, New York 10017
          Telephone: (646) 571 1870
          Facsimile: (646) 571-1879
          E-mail: pclateman@vr-capital.com

                       About Arcapita Bank

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

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

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

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

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

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

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


ATP OIL: Three Directors Elected at Annual Meeting
--------------------------------------------------
ATP Oil & Gas Corporation held its 2012 annual meeting of
shareholders on June 1, 2012. Three directors were elected at the
Annual Meeting, namely: Burt A. Adams, Arthur H. Dilly and Brent
M. Longnecker.  The appointment of PriceWaterhouseCoopers LLP as
independent auditors of the Company for fiscal year ending
Dec. 31, 2012, was ratified.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.  The Company
trades publicly as ATPG on the NASDAQ Global Select Market.

The Company's balance sheet at March 31, 2012, showed $3.63
billion in total assets, $3.48 billion in total liabilities,
$115.81 million in redeemable noncontrolling interest, $71.18
million in 8% convertible perpetual preferred stock, and a $34.44
million total shareholders' deficit.

                            *   *    *

As reported by the TCR on May 9, 2012, Moody's Investors Service
affirmed ATP's Caa2 Corporate Family Rating.  The Caa2 Corporate
Family Rating reflects ATP's small production and cash flow base,
low drilling risk diversification, high proportion of proved
undeveloped reserves and short PD (proved developed) reserve life,
extremely high leverage and chronic liquidity challenges.


ATP OIL: Expands Liquidity Position by $35 Million
--------------------------------------------------
ATP Oil & Gas Corporation has closed a private placement
consisting of a $35 million unsecured convertible note and a
warrant to purchase shares of ATP common stock to a single
institutional investor.

The note accrues interest at the rate of 8.0% per annum and
matures Dec. 20, 2013.  Principal and interest are payable in four
quarterly installments.  ATP has the option to pay the
installments in cash, shares of the company's common stock or a
combination.

The note is convertible at the option of the holder, in whole or
in part, at any time into shares of ATP's common stock at an
initial conversion price of $4.46 per share.  If ATP elects to pay
installments of principal and interest in shares of common stock
then the conversion price will be the lesser of (i) the initial
conversion price and (ii) 87% of the market price of the common
stock on such installment payment date.

In connection with the transaction, the purchaser also received a
warrant exercisable for up to 3,923,767 shares of ATP's common
stock at an initial exercise price of $6.69 per share.  If, on the
eighteen-month anniversary of the closing date the exercise price
of the warrant is greater than the then current market price of
the common stock, then, subject to certain conditions, the
exercise price will be reset to the market price on that date.
The warrant has a term of 5.5 years and may be exercised by the
holder in whole or in part at any time after the six-month
anniversary of the date of issuance.

ATP intends to use the gross proceeds from the transaction of
$35.0 million for working capital.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.  The Company
trades publicly as ATPG on the NASDAQ Global Select Market.

The Company's balance sheet at March 31, 2012, showed $3.63
billion in total assets, $3.48 billion in total liabilities,
$115.81 million in redeemable noncontrolling interest, $71.18
million in 8% convertible perpetual preferred stock, and a $34.44
million total shareholders' deficit.

                            *   *    *

As reported by the TCR on May 9, 2012, Moody's Investors Service
affirmed ATP's Caa2 Corporate Family Rating.  The Caa2 Corporate
Family Rating reflects ATP's small production and cash flow base,
low drilling risk diversification, high proportion of proved
undeveloped reserves and short PD (proved developed) reserve life,
extremely high leverage and chronic liquidity challenges.


BERNARD L. MADOFF: Trustee Has Victory in U.S. Supreme Court
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court ruled that customers of
Bernard L. Madoff Investment Securities LLC aren't entitled to
claims for fictitious profits in their accounts.

The report recounts that in August the U.S. Court of Appeals in
Manhattan upheld the bankruptcy court and decided that customers
only have claims for the amount of cash invested with Madoff less
the amount of cash taken out.  The appeals court didn't permit
customers to have customer claims for profits that existed only in
the imagination of Bernie Madoff.  Several customers sought
permission for a further appeal to the U.S. Supreme Court.

According to the report, the high court on June 25 declined to
allow an appeal, after the U.S. Solicitor General filed a brief in
late May saying the appeals court ruling was "correct."

According to Mr. Rochelle, Monday's ruling means that so-called
net winners who managed to take more out of their Madoff accounts
than they invested won't have valid customer claims in the
liquidation.  Similarly, customers who weren't net winners won't
have claims for profits they didn't take out.  Net winners and
customers with claims for profits won't have those claims unless
customer claims are fully paid and the Securities Investor
Protection Corp. is reimbursed for money it laid out.

Madoff trustee Irving Picard, Bloomberg relates, issued a
statement saying the Supreme Court's action will enable him to
make a second distribution in the "near future."  Mr. Picard
didn't say how much would be distributed or exactly when.  Mr.
Picard said he will be able to increase the upcoming distribution
if customers' don't ask the Supreme Court by July 16 for
permission to appeal from a ruling by the appeals court on
April 17 dismissing an appeal from a ruling by a U.S.
district judge approving the forfeiture of $7.2 billion by the
estate of the late Jeffry M. Picower.

The attempted appeals to the Supreme Court include Ryan v.
Picard, 11-969, U.S. Supreme Court.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BIOZONE PHARMACEUTICALS: Sells $200,000 Promissory Notes
--------------------------------------------------------
BioZone Pharmaceuticals, Inc., sold $200,000 of 10% promissory
notes to accredited investors on June 13, 2012.  The principal
amount of the Notes is payable in cash on the date that is the
earlier of receipt by the Company of $500,000 or more from any
source or three months from the issuance date.

The Notes bear interest at the rate of 10% per annum.  The Company
may prepay any outstanding amounts owing under the Notes, in whole
or in part, at any time prior to the Maturity Date.

                   About Biozone Pharmaceuticals

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

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

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

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

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

The Company's balance sheet at March 31, 2012, showed $8 million
in total assets, $13.76 million in total liabilities and a $5.76
million total shareholders' deficiency.


BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Blue Ridge Sand & Gravel, Inc.
        700 Blue Ridge Road
        Winfield, AL 35594

Bankruptcy Case No.: 12-71283

Chapter 11 Petition Date: June 21, 2012

Court: United States Bankruptcy Court
       Northern District of Alabama (Tuscaloosa)

Debtor's Counsel: Jamie Alisa Wilson, Esq.
                  BENTON & CENTENO, LLP
                  2019 Third Avenue North
                  Birmingham, AL 35203
                  Tel: (205) 278-8000
                  Fax: (205) 278-8008
                  E-mail: jwilson@bcattys.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
is available for free at http://bankrupt.com/misc/alnb12-71283.pdf

The petition was signed by Bob R. Estes, president.


CAPITOL BANCORP: Amended Bylaws Restrict Transfer of Stock
----------------------------------------------------------
In an effort to further implement a resolution of Capitol Bancorp
Ltd.'s Executive Committee of the Board of Directors adopted on
July 19, 2011, in connection with the adoption of the
Corporation's Tax Benefit Preservation Plan and the implementation
of other measures protective of certain of the Corporation's tax
attributes, on June 6, 2012, the Board of Directors ratified an
amendment to the Corporation's Amended and Restated Bylaws, which
amendment imposes certain restrictions on the transfer of
Capitol's common stock in order to protect certain tax attributes
of the Corporation.

During the Restriction Period, unless approved by the Board in
accordance with the procedures set forth in the Bylaw provision,
any attempted transfer of the Corporation's Common Stock will be
prohibited and void ab initio to the extent that, as a result of
such transfer, either (i) any person or group of persons will
become a "five-percent shareholder" of the Corporation or (ii) the
ownership interest in the Corporation of any five-percent
shareholder will be increased.

The period during which the transfer restrictions apply will
commence on June 6, 2012, and will generally remain in effect,
absent the repeal of certain provisions of the Internal Revenue
Code, until the earlier of (a) 45 days after the second
anniversary of June 6, 2012, and (b) the date that the Board
determines that (1) an "ownership change", as defined under the
Internal Revenue Code, would not result in a substantial
limitation on the ability of Capitol to use otherwise available
tax attributes, or (2) no significant value attributable to those
tax attributes would be preserved by continuing the transfer
restrictions.

A copy of the amendment is available for free at:

                        http://is.gd/WSbYhy

                        Banks Reorganization

On June 1, 2012, Capitol effected a reorganization of several of
its affiliate banks through a contribution agreement effective as
of June 1, 2012, by and among Capitol, Michigan Commerce Bancorp
Limited, a Michigan corporation and wholly owned subsidiary of the
Corporation and other subsidiaries of the Corporation.  Pursuant
to the Contribution Agreement, the Corporation and the
Subsidiaries contributed (i) all of the equity interests in each
of Bank of Las Vegas, Sunrise Bank of Albuquerque and Indiana
Community Bank and (ii) over 99% of the equity interests in
Sunrise Bank of Arizona to MCBL in exchange for additional shares
of MCBL.  Capitol will retain its other banking subsidiaries, and
the Subsidiary Banks do not represent substantially all of its
assets.  Prior to the transactions effected by the Contribution
Agreement, the sole asset of MCBL was the common stock of Michigan
Commerce Bank.  The reason for the Contribution is to create a
more attractive structure for MCBL for capital raising purposes.

                   About Capitol Bancorp Limited

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

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

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

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

The Company reported a net loss of $51.92 million in 2011, a net
loss of $254.36 million in 2010, and a net loss of $264.54 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$2.05 billion in total assets, $2.17 billion in total liabilities,
and a $121.25 million total deficit.

As of March 31, 2012, there are several significant adverse
aspects of Capitol's consolidated financial position and results
of operations which include, but are not limited to:

   * An equity deficit approximating $121.3 million;

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

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

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

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

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

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

   * Significant losses from continuing operations, resulting
     primarily from elevated provisions for loan losses and costs
     associated with foreclosed properties and other real estate
     owned.

Capitol said these considerations raise some level of doubt
(potentially substantial doubt) as to its ability to continue as a
going concern.


CELL THERAPEUTICS: Craig Philips to Resign as President
-------------------------------------------------------
Craig W. Philips, the President of Cell Therapeutics, Inc.,
delivered notice of his intention to resign as President of the
Company, effective July 16, 2012.

                      About Cell Therapeutics

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

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

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

                     Going Concern Doubt Raised

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

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

                         Bankruptcy Warning

The Company said in the Form 10-K for the year ended Dec. 31,
2011, that if it receives approval of Pixuvri by the EMA or the
FDA, it would anticipate significant additional commercial
expenses associated with Pixuvri operations.  Accordingly, the
Company will need to raise additional funds and are currently
exploring alternative sources of equity or debt financing.  The
Company may seek to raise that capital through public or private
equity financings, partnerships, joint ventures, disposition of
assets, debt financings or restructurings, bank borrowings or
other sources of financing.  However, the Company has a limited
number of authorized shares of common stock available for issuance
and additional funding may not be available on favorable terms or
at all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate some
or all of its research and development programs and may be forced
to cease operations, liquidate its assets and possibly seek
bankruptcy protection.


CHARLES STREET AME: Eric Green Appointed to Mediate
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a mediator will try to bring peace between Charles
Street African Methodist Episcopal Church of Boston and secured
lender OneUnited Bank, where the parties on their own have been
litigating nonstop.

The report recounts that the church filed a reorganization plan
based on a belief it will win a lawsuit in bankruptcy court to
subordinate the bank's claim on account of what the church
describes as "wrongful conduct and subsequent intransigence." The
bank responded by filing a motion to dismiss the Chapter 11 case.
The bank is owed about $4 million.

According to the report, Eric Green Resolutions LLC from Boston
agreed to serve as mediator and not charge for its services.  The
mediation company was founded by Eric D. Green, who teaches
mediation at Boston University School of Law.

The report notes that unless the mediator is successful, the
church will press ahead with papers filed last week to preclude
the bank from voting on the reorganization plan in view of its
allegedly inequitable conduct.  The church called the bank's
motion to dismiss the Chapter 11 case a "deeply unserious
pleading."  The bank will be filing papers by July 24 explaining
why its claim shouldn't be subordinated.

                       About Charles Street

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.
The Church is to advocate for the needs of community residents and
to strengthen individuals, families, and the community by
providing social, educational, economic, and cultural services.

The Church filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.

The Debtor estimated both assets and debts of between $1 million
and $10 million.

The church is being represented by the Boston firm Ropes &
Gray LLP, which is also working for free.


CHURCH STREET: Changes Name to CS DIP Following Sale to Lenders
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Church Street Health Management LLC changed its name
as a result of the sale of the business to existing first-lien
lenders in exchange for $25 million in debt.  The new name for the
company in Chapter 11 is CS DIP LLC.  There were no competing bids
when the business went up for auction.

                        About Church Street

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

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

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

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

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


CINRAM INT'L: Files for Bankruptcy in Canada & US to Sell Biz
-------------------------------------------------------------
Cinram International Inc. reached an agreement to sell
substantially all of its assets and operations to Najafi Companies
for $82.5 million.

To implement sale transactions, the Company has filed for
reorganization protection under the Companies' Creditors
Arrangements Act (Canada) in the Ontario Superior Court.
Concurrently with that filing, Cinram's US subsidiaries filed
under Chapter 15 of the United States Bankruptcy Code (Bankr. D.
Del. Case Nos. 12-11882 to 12-11890).

The filings were made to give effect to the sale of the Company's
businesses and assets to Najafi Companies and to preserve Cinram's
operations and services to its customers while the sale is
finalized.

                      $82.5 Million Sale

Cinram International is selling the business for $82.5 million to
Najafi Cos. LLC from Phoenix.

The sale transaction includes these key elements:

    * Najafi will purchase substantially all the manufacture of
pre-recorded multimedia products and the provision of related
logistics services, digital media solutions and outsourced vendor
management inventory services in North America and substantially
all of the European business.

    * The sale transaction is subject to customary conditions,
including receipt of approval under the Investment Canada Act and
completion of other regulatory processes, and receipt of any other
requisite approvals, in North America and Europe.

    * Najafi will continue to fulfill Cinram's obligations to its
customers and suppliers in respect of any of the acquired assets
or business.

   * The sale transaction is expected to close by early August,
2012, although the transfer of portions of the business may occur
later in the year.

Assets excluded from the sale transaction include the assets used
in Cinram's telecommunications products logistics services and
certain real estate assets.

The proceeds of the sale transaction, and proceeds generated from
the excluded assets, will be used to repay Cinram's senior
creditors (and will not be available for distribution to
unitholders).

The sale transaction has the support of members of the steering
committee of lenders under Cinram's senior secured credit
facilities, representing 40% of the loans under the first lien
facilities.

"Cinram is a market leader in its industries with a long track
record of best in class performance," said Jahm Najafi, CEO,
Najafi Companies.  "We look forward to a seamless transition for
our customers, and to build on Cinram's significant base of
strengths and expertise."

Moelis & Company acted as financial advisor to Cinram.

                       Road to Bankruptcy

Cinram said in a court filing that following the economic downturn
in its primary markets of North America and Europe, which impacted
consumers' discretionary spending and adversely affected the
industry, Cinram has experienced significant declines in revenue
and EBITDA.

Over the past several years, Cinram has continued to evaluate its
strategic alternatives and to rationalize its operating footprint
in order to attempt to balance its ongoing operations and
financial challenges with its existing debt levels.  In September
2011, Cinram engaged MOelis and Company LLC to assist in the
review of strategic alternatives.

Despite cost-reduction and recapitalization initiatives and the
implementation of a variety of restructuring alternatives, the
Cinram Group has been experiencing a number of challenges that
have led to its seeking the protections provided by the CCAA.

Waivers from lenders were set to expire June 30.  Cinram says that
without additional funding, it will exhaust available cash
resources and will thus be unable to meet its obligations as they
come due.

As of March 31, 2012, there was $233 million outstanding under a
first lien term loan facility, $19 million under a first lien
revolving credit facility, $12 million of letter of credit
exposure, and $12 million outstanding under a second lien credit
agreement.

                        Ontario Proceeding

The primary bankruptcy is in Ontario under Canada's Companies'
Creditors Arrangement Act.

On June 25, 2012, Cinram International Inc., Cinram International
Income Fund, CII Trust and subsidiaries obtained an Initial Order
under the Companies' Creditors Arrangement Act.  The Applicants
were granted a stay of proceedings and other relief provided under
the CCAA, which was extended to Cinram International Limited
Partnership.

Pursuant to the Initial Order, FTI Consulting Canada Inc. has been
appointed Monitor.  See http://cfcanada.fticonsulting.com/cinram/

The Monitor can be reached at:

         FTI CONSULTING
         TD Waterhouse Tower
         79 Wellington Street West
         Suite 2010, P.O. Box 104
         Toronto, Ontario M5K 1G8
         Pamela Luthra
         E-mail: Cinram@fticonsulting.com
         Toll Free: 1-855-718-5255
         Local: 416-649-8096

Lawyers for Cinram in the CCAA case are:

         Robert J Chadwick, Esq.
         Melaney J. Wagner, Esq.
         Caroline Descours, Esq.
         GOODSMAN LLP
         Barristers & Solicitors
         333 Bay Street, Suite 3400
         Toronto, Canada M5H 2S7
         Tel: (416) 979-2211
         Fax: (416) 979-1234

                         Chapter 15 Case

Cinram and its affiliates have commenced proceeding under Chapter
15 in Delaware to ensure that they are protection from creditor
actions in the U.S. and to assist with the global implementation
of the sale.

Cinram wants the Delaware court to rule that Canada is home to the
"foreign main proceeding."  Cinram explains that although it has
operations in the United States and certain units are incorporated
under the laws of the United States, Ontario, Canada is Cinram's
home jurisdiction and the nerve centre of Cinram's management,
business and operations.

                      Proceedings in France

Cinram's European entities are not part of the Ontario proceeding
and it is not intended that any insolvency proceedings will be
commenced with respect to Cinram's European entities, except for
Cinram Optical Discs S.A.S., which has commenced insolvency
proceedings in France.

                         DIP Financing

The court restructuring process is not expected to affect Cinram's
day-to-day operations.  Cinram has access to the funding necessary
to maintain its operations and the operations will continue
without disruption during this period.  Cinram will operate its
business in the ordinary course, including continuing to pay its
suppliers for all goods and services through the course of the
court restructuring process.

The Ontario Court has entered an order authorizing Cinram to
obtain and borrow under a credit facility from JP Morgan Chase
Bank N.A., as administrative agent, and lender and certain other
lenders.  The loans will finance Cinrma's workin capital
requirements and other general corporate purposes and
expenditures.  The order provides that borrowing under the
facility will not exceed $15 million.

                       Retention Payments

Cinram says it has developed a key employee retention program
with the principal purpose of providing an incentive for eligible
employees, including eligible officers, to remain with the Cinram
Group despite the financial difficulties that the Cinram Group is
currently facing.

The KERP includes retention payments to certain existing
employees, including certain officers, employed at Canadian and
U.S. entities that are critical to the preservation of Cinram's
enterprise value as well as payments to Cinram's CEO and the CFO
in connection with a sale transaction or capital transaction

In connection with the transition of Cinram Distribution's Aurora
facility to its Nashville facility, Cinram entered into retention
agreements with five key employees critical for the orderly
closure of the Aurora facility and transition of its distribution
business to the Nashville facility, pursuant to which each
Aurora Employee is eligible to obtain a specified retention
payment.

                    About Cinram International

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.

The balance sheet at the end of 2011, showed total assets of
$452.7 million and liabilities of $527.8 million, including $148.8
million in accounts payable.  JPMorgan Chase Bank NA is agent for
first-lien lenders.


CLAIRVEST GROUP: Reaches Court Settlement on $10MM Loan
-------------------------------------------------------
Subsequent to quarter end, Clairvest Group Inc reached a court-
approved settlement with certain parties with respect to a
$10 million loan advanced in two tranches of $5 million in each of
December 2005 and May 2006.  On July 21, 2006, Clairvest had
announced that the loan amount may not be recovered. The loan,
which was made from Clairvest's treasury funds, was in default and
the collateral arrangements for the loan were mishandled.  The
loan was written off and Clairvest recorded a realized loss in its
financial statements for the year ended March 31, 2007.  Clairvest
took legal action against several parties to recover the funds and
has reached a settlement with certain of these parties resulting
in a settlement by these parties to Clairvest of approximately
$7.75 million, or approximately 77.5% of the original loan value
without taking into account litigation and other costs incurred in
the recovery process, substantially all of which have been
incurred and recorded as charges against income as of March 31,
2012.  The funds recovered will be recorded into income when
received. Clairvest continues to seek additional recoveries
against parties that are not part of this settlement.

                        About Clairvest

Clairvest Group Inc. is a private equity management firm which
invests its own capital, and that of third parties through the
Clairvest Equity Partners limited partnerships, in businesses that
have the potential to generate superior returns. In addition to
providing financing, Clairvest contributes strategic expertise and
execution ability to support the growth and development of its
investee partners. Clairvest realizes value through investment
returns and the eventual disposition of its investments.


COMMUNITY HOME FIN'L: Creditors Want to Prohibit Cash Use
---------------------------------------------------------
Edwards Family Partnership LP (EFP) and Beher Holdings Trust
(BHT), secured creditors of Community Home Financial Services Inc.
(CHFS), ask the Bankruptcy Court to prohibit the use of cash
collateral, and require the Debtor to segregate funds related to
the various joint ventures by and among EFP, BHT and the Debtor.
EFP and BHT also ask the Court to prohibit the Debtor from using
any funds related to the joint ventures and requiring payment to
the funds collected to EFP and BHT.

Jim F. Spencer, Jr., Esq., at Watkins & Eager PLLC, tells the
Court that EFP and BHT have invested tens of millions of dollars
in thousands of mortgage loans managed by CHFS.  The transactions
are structured two ways: 1) by BHT/EFP lending money to CHFS
enabling CHFS to purchase mortgage loan portfolios upon which CHFS
granted BHT/EFP a perfected security interest; and 2) by BHT/EFP
directly purchasing mortgage loan portfolios under joint venture
agreements with CHFS.  In both scenarios, CHFS serviced the
mortgages and collected the monthly payments from mortgagor
borrowers.

Under the loan documents and the joint venture agreements, CHFS
was required to forward the mortgage proceeds to BHT/EFP; however,
CHFS has failed to do so.  Specifically, since January 2011, CHFS
has withheld millions of dollars from BHT and EFP which
necessitated BHT and EFP filing an emergency motion to appoint a
receiver for CHFS.  After two days of trial before United States
District Judge Carlton Reeves, at which Butch Dickson, the
principal of CHFS, testified that he had taken millions of dollars
in loan payments from both the loan transaction and the joint
ventures and diverted the payments for other purposes, CHFS filed
the Chapter 11 case.  Over $1,000,000 a month is being collected
by CHFS on the two transactions.  This money is either BHT/EFP's
cash collateral, which CHFS may not use without this Court's
permission, or funds that belong to BHT/EFP under the joint
venture agreements.  CHFS has demonstrated that its management
cannot be trusted to properly manage and account for the money.
All of these funds must be locked down immediately to prevent
further loss to BHT/EFP.

Edwards Family Partnership and Beher Family Trust is represented
by:

         Jim F. Spencer, Jr., Esq.
         WATKINS & EAGER PLLC
         Post Office Box 650
         Jackson, Miss. 39205-0650
         Tel: (601) 965-1900
         Fax: (601) 965-1901
         E-mail: jspencer@watkinseager.com

             About Community Home Financial Services

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor estimated
assets and debts of $10 million to $50 million.

Judge Edward Ellington presides over the case.  The Debtor is
represented by Jonathan Bissette, Esq., at Wells Marble & Hurst,
PLLC, in Ridgeland, Mississippi.


COMMUNITY HOME FIN'L: Seeks to Employ Derek Henderson as Counsel
----------------------------------------------------------------
Community Home Financial Services, Inc., asks the Bankruptcy Court
for authority to retain Derek A. Henderson, Esq., as attorney and
legal counsel.  Mr. Henderson is to be compensated at the rate of
$275 per hour plus costs.

Derek A. Henderson, Esq., assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

             About Community Home Financial Services

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor estimated
assets and debts of $10 million to $50 million.

Judge Edward Ellington presides over the case.  The Debtor is
represented by Jonathan Bissette, Esq., at Wells Marble & Hurst,
PLLC, in Ridgeland, Mississippi.


COMPETITIVE TECHNOLOGIES: Peter Brennan Elected Board Chairman
--------------------------------------------------------------
Competitive Technologies, Inc., held its annual meeting of
Directors on May 24, 2012.  At the meeting, the Board of Directors
unanimously elected Peter Brennan as Chairman of the Board of
Directors.  Rustin Howard opted not to stand for reelection as
Chairman due to increased personal business responsibilities that
he felt would unfairly impact his ability to perform the duties of
Chairman of the Board.

Also at the meeting, the Board of Directors reelected Johnnie D.
Johnson as CEO and CFO of the Company.

Peter Brennan, Richard D. Hornidge, Jr., Rustin Howard, Robert G.
Moussa and Stan K. Yarbro, Ph.D., were reelected as the directors
of the Company.

At the meeting, the stockholders voted to amend Article FOURTH of
the Certificate of Incorporation filed with the Office of the
Secretary of State of Delaware to read as follows:

   "FOURTH.  The total number of shares of stock of all classes of
    stock which the Corporation shall have authority to issue is
    40,035,920 shares, of which 35,920 shares, with a par value of
    $25.00 each, are to be Preferred Stock, and 40,000,000 shares,
    with a par value of $.01 each, are to be common stock."

The shareholders voted for the ratification of Mayer Hoffman
McCann CPAs as the Company's independent registered public
accounting firm.

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

After auditing the 2011 results, Mayer Hoffman McCann CPAs, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred operating losses since fiscal year 2006.

The Company reported a net loss of $3.59 million in 2011.  The
Company reported a net loss of $2.40 million on $163,993 of
product sales for the five months ended Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed $4.66
million in total assets, $6.82  million in total liabilities, all
current, and a $2.15 million total shareholders' deficit.


CORDILLERA GOLF: Club Files for Chapter 11 Reorganization
---------------------------------------------------------
Cordillera Golf Club, LLC has filed for protection under Chapter
11 of the bankruptcy code (Bankr. D. Del. Case No. 12-11893) on
Tuesday.

The filing is a means to reorganize the business, financially and
strategically so that ownership may operate the enterprise
sensibly and responsibly on an ongoing basis and return the Clubs
to profitability.

"We had hoped to avoid filing Chapter 11, but we were unsuccessful
in reaching a mutually acceptable agreement with certain
stakeholders in the community," said David Wilhelm, Chairman of
the Club at Cordillera.  "The process will allow the Club to
operate its ongoing business while it resolves the outstanding
conflicts and prepares a plan of reorganization to emerge a
healthier company."

Alfred H. Siegel, who served as trustee of the IndyMac estate and
Chief Restructuring Officer of Circuit City, will serve as the
Chief Restructuring Officer (CRO), a court-approved position, for
the CGC reorganization. Siegel currently works for Crowe Horwath,
LLP.

"The intention of the filing is to stabilize the finances and to
enable a solution with the organization's adversaries," said
Christopher Celentino, Partner and Western Regional Co-chair of
the Bankruptcy and Reorganizations Practice Group with Foley &
Lardner LLP.  "If we do not reach a settlement, we will pursue the
litigation."

Judge Christopher Sontchi will convene a hearing on the first day
motions on June 29, 2012.

It is expected that an interim financing will occur around June
29, 2012 and by July 15, 2012 it will be fully financed.

Until that time, daily operations at CGC will continue
uninterrupted during the Chapter 11 proceeding.  Letters with that
message were sent out today to employees, homeowners, property
owners, club members, vendors and guests.

Omni Management Group LLC is the claims and notice agent.

"We have prepared a website and are providing an 800 number to
allow our club members, property and home owners and all
stakeholders to be informed of proceedings. The website is
www.omnimgt.com/cordilleragolfclub and the number is
800.873.4214," said Mr. Wilhelm.  "CGC is committed to answering
any specific questions as quickly as possible when submitted
through the website or on the 800 line."

The Club at Cordillera is one of the largest exclusive golf
communities in North America, covering 12 square miles in the
heart of Colorado's Vail Valley, 120 miles west of Denver.  The
Club consists of three distinct 18-hole golf courses, designed
respectively by Jack Nicklaus, Hale Irwin, and Tom Fazio, and a
short course designed by Dave Pelz.

Attorneys for the Debtor are:

         FOLEY & LARDNER LLP
         402 West Broadway, Suite 2100
         San Diego, CA 92101-3542
         Tel: (619) 234-6655

                - and -

         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Tel: (302) 571-6600


CPI CORP: Incurs $4.6 Million Net Loss in Fiscal First Quarter
--------------------------------------------------------------
CPI Corp. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $4.64 million on $70.31 million of
net sales for the 12 weeks ended April 28, 2012, compared with net
income attributable to the Company of $747,000 on $88.63 million
of net sales for the same period during the prior year.

The Company's balance sheet at April 28, 2012, showed $90.37
million in total assets, $153.68 million in total liabilities and
a $63.31 million total stockholders' deficit.

On June 6, 2012, the Company entered into a Second Amendment to
its existing Credit Agreement.

"We appreciate the support and the spirit of partnership our
lenders have shown us throughout this process," said James Abel,
Interim Chief Executive Officer and President.  "Yesterday's
action removes a significant uncertainty from our business."

Since late in fiscal 2011, the Company has been in active
discussions with its lenders to obtain a short-term financial
covenant compliance waiver to cure the existing defaults under its
Credit Agreement.  On May 23, 2012, the Company entered into a
forbearance agreement with its lenders that, among other items,
suspended the lenders rights and remedies under the Credit
Agreement through July 21, 2012.  The second amendment to the
Credit Agreement, waived the existing defaults and terminated the
forbearance period.

In connection with the Second Amendment, the Company granted the
lenders warrants to purchase an aggregate amount equal to 19 and
9/10ths percent (19.9%) of the common stock of the Company.  These
warrants have an exercise price of $0.40.

In connection with the Second Amendment, and to alleviate near-
term liquidity concerns, the Company entered into amendments to
its host agreements with Walmart and Sears.  These amendments
allow the Company to delay certain near-term fees and lease
payments until December 2012, at which time the Company will pay
the delayed amounts due plus accrued interest.  Additionally, the
revision to the host agreement with Sears arranges for the Company
to issue Sears 200,000 shares of common stock.

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

                        http://is.gd/ADJEqP

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.  CPI's
digital format allows its studios and on location business to
offer unique posing options, creative photography selections, a
wide variety of sizes and an unparalleled assortment of
enhancements to customize each portrait - all for an affordable
price.

The Company reported a net loss of $56.86 million for the fiscal
year ended Feb. 4, 2012, compared with net income of $11.90
million for the fiscal year ended Feb. 5, 2011.

KPMG LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Feb. 4, 2012, noting that the Company has suffered a
significant loss from operations, is not in compliance with the
financial covenants under its credit agreement, and has a net
capital deficiency, all of which raise substantial doubt about its
ability to continue as a going concern.

CPI CORP: Hires Andrew Rolfe as Chief Restructuring Officer
-----------------------------------------------------------
CPI Corp. appointed Andrew Rolfe of The Keystone Group as the
Company's Chief Restructuring Officer.

As the Company's Chief Restructuring Officer, Mr. Rolfe will have
all of the normal and customary duties, powers and
responsibilities that are possessed by such an officer including,
without limitation, reporting directly to the Chief Executive
Officer of the Company.

The role of Chief Restructuring Officer was formed pursuant to the
Second Amendment to the Company's Credit Agreement effective as of
June 6, 2012, with Bank of America, N.A. and the lenders parties
thereto.  Mr. Rolfe will have decision making authority for any
and all restructuring actions that are necessary to improve the
Company's opportunity to meet the targets set forth in the Second
Amendment to the Credit Agreement.

                           About CPI Corp

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.  CPI's
digital format allows its studios and on location business to
offer unique posing options, creative photography selections, a
wide variety of sizes and an unparalleled assortment of
enhancements to customize each portrait - all for an affordable
price.

The Company reported a net loss of $56.86 million for the fiscal
year ended Feb. 4, 2012, compared with net income of $11.90
million for the fiscal year ended Feb. 5, 2011.

The Company's balance sheet at Feb. 4, 2012, showed $94.53 million
in total assets, $153.34 million in total liabilities and a $58.81
million total stockholders' deficit.

KPMG LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Feb. 4, 2012, noting that the Company has suffered a
significant loss from operations, is not in compliance with the
financial covenants under its credit agreement, and has a net
capital deficiency, all of which raise substantial doubt about its
ability to continue as a going concern.


CROWN MEDIA: Moody's Raises Speculative-Grade Liquidity Rating
--------------------------------------------------------------
Moody's Investors Service upgraded Crown Media Holdings, Inc.'s
speculative-grade liquidity rating to SGL-2 from SGL-3. The
upgrade reflects the prepayment of required amortization through
the July 2018 maturity of the term loan and considerable cushion
built within its financial maintenance covenants due to growth in
advertising revenue and EBITDA. Moody's anticipates Crown Media
will continue to generate modest free cash flow and the company
gains additional liquidity flexibility with the prepayment that
satisfies all required debt maturities (aside from the excess cash
flow sweep and roughly $1 million of annual capital lease
payments) prior to the term loan maturity. Crown Media's B2
Corporate Family Rating (CFR) and stable rating outlook are not
affected. Moody's updated Crown Media's loss given default
assessments to reflect the current debt mix.

Upgrades:

  Issuer: Crown Media Holdings, Inc.

     Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

LGD Updates:

     Senior Secured Bank Credit Facility (Term Loan), Changed to
     LGD2 - 14% from LGD2 - 15% (no change to Ba2 rating)

     Senior Unsecured Regular Bond/Debenture, Changed to LGD4 -
     69% from LGD4 - 61% (no change to B3 rating)

Ratings Rationale

Crown Media's B2 CFR reflects the company's small size and niche
market position among cable network operators, concentration in
two Hallmark-branded channels, reliance on licensed third party
content for a majority of its programming, and high leverage. The
company generates a much higher percentage of its revenue from
cyclical advertising (77% LTM 3/31/12) as compared to other cable
network operators. The decline in audience ratings at the Hallmark
Channel since 2007 is a credit concern. A portion of this
deterioration is attributable to the shift of some programming to
the Hallmark Movie Channel, which was launched in 2004 and became
Nielsen-rated in April 2010. However, Moody's also believes
meaningful reliance on syndicated reruns of programming that have
been off network for a number of years contributes to the ratings
performance and results in a relatively high median-aged audience
that is less attractive to advertisers. Crown Media is favorably
positioned within the B2 CFR based on its recent strong growth
performance, and debt and leverage reduction since the June 2011
refinancing. However, the niche market position, risk from a more
uncertain economic environment on Crown Media's advertising-heavy
model, and the company's expected ramp up in programming
investment to support its first foray into prime-time scripted
shows as well as other programming initiatives currently limit
rating upside.

Crown Media's SGL-2 speculative-grade liquidity rating reflects
good coverage of cash obligations from existing cash ($12 million
as of 3/31/12), roughly $20 million of projected free cash flow
over the next 12 months, and a sizable cushion under the credit
facility covenants. As a result of Crown Media's $18 million term
loan prepayment in the first quarter of 2012, the company has no
required debt maturities (aside from the excess cash flow sweep
and roughly $1 million of annual capital lease payments) prior to
the July 2018 maturity of the term loan. Moody's believes Crown
Media's cash and projected free cash flow are sufficient to fund
the roughly $5 million of remaining payments due through December
1, 2013 related to the RHEID litigation. Programming payments are
Crown Media's primary cash outflow and Moody's believes the
company would moderate its programming spending to preserve
positive free cash flow if the advertising market were to weaken
meaningfully. Crown Media has a more than 40% EBITDA cushion
within its financial maintenance covenants. Moody's expects the
EBITDA cushion to remain above 30%, providing Crown Media
flexibility to manage within the covenants should the advertising
market contract.

The stable rating outlook reflects Moody's view that the U.S.
economy will continue to grow modestly, but also that economic
uncertainty is increasing and this could negatively affect Crown
Media given its advertising-dependent model. Moody's anticipates
Crown Media's commercial arrangements and relationship with
majority owner Hallmark Cards, Inc. (Hallmark; not rated by
Moody's) will not change materially, and that Crown Media will
continue to reinvest in programming. Moody's projects Crown Media
to generate modest free cash flow, steadily reduce debt to
increase financial flexibility, and maintain a good liquidity
position.

Crown Media's ratings could be downgraded if the terms of its
commercial arrangements or relationship with Hallmark were to
change meaningfully, debt-to-EBITDA leverage exceeds 6.25x, or
free cash flow-to-debt is below 2%. In addition, a deterioration
in Crown Media's liquidity position including a decline in cash
flow generation or the margin of compliance with covenants could
also lead to a downgrade.

An upgrade could occur if the company reinvests in programming to
stabilize/improve viewership ratings, generates profitable revenue
growth, reduces debt, sustains debt-to-EBITDA below 5x, and
sustains free cash flow-to-debt above 6%. The company would also
need to maintain a good liquidity position. More explicit credit
support from Hallmark could also result in an upgrade if Moody's
viewed Hallmark as having the capacity and willingness to
favorably affect Crown Media's financial position.

The principal methodology used in rating Crown Media was the
Global Broadcast and Advertising Related Industries Methodology
published in May 2012. Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Crown Media, headquartered in Studio City, CA is a media
distribution company with revenue of $334 million for the last
twelve months-ended March 31, 2012. The company supplies
television programming to cable, direct broadcast satellite and
telecommunications service providers throughout the United States
via the Hallmark Channel and the Hallmark Movie Channel.
Privately-held Hallmark is Crown Media's 90% shareholder.


CRYOPORT INC: R. Stefanovich Replaces S. Wasserman as PEO
---------------------------------------------------------
Stephen E. Wasserman resigned as the principal executive officer
of CryoPort, Inc., effective June 15, 2012.  Mr. Wasserman will
remain the Chairman of the Board of Directors of the Company.

Also effective June 15, 2012, the Company appointed Mr. Robert S.
Stefanovich, who is the Company's current Chief Financial Officer,
to replace Mr. Wasserman as the Company's principal executive
officer.  The position of principal executive officer is still
intended to be temporary until a new Chief Executive Officer is
appointed.

As noted in the Company's Current Report on Form 8-K filed on
April 6, 2012, the Board of Directors has formed an Office of the
Chief Executive comprised of independent directors who have
jointly assumed day-to-day management responsibilities of the
Company on an interim basis, while the board searches for a
successor Chief Executive Officer.

                         About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.

The Company reported a net loss of $6.16 million on $378,700 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,400 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities, and
$620,900 in total stockholders' equity.


DALLAS ROADSTER: Can Hire Quilling as Expert for Fee Dispute
------------------------------------------------------------
The Bankruptcy Court authorized Dallas Roadster Ltd. to employ
Michael J. Quilling of Quilling, Selander, Lownds, Winslett &
Moser, P.C., to provide expert witness services in connection with
a pending contested application.

On Nov. 16, 2011, Texas Capital Bank, N.A., filed a suit against
Dallas Roadster Ltd. in district court which sought the
appointment of a receiver.  On the same date, an order was entered
in the Receivership Action appointing Patrick Michaels of P.E.
Michaels Consulting as the receiver.  The Receiver has since filed
a motion for payment of administrative expenses on Feb. 15, 2012,
and the Debtors filed a detailed objection to the Application.

The Debtors have selected Mr. Quilling based upon his expertise as
a state court appointed receiver in numerous receivership.  The
Debtors propose to pay Mr. Quilling at the hourly rate of $350.

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

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq., at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DVS SHOE: Sequential Brands Buys Biz for $8.55 Million
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DVS Shoe Co. held an auction for the business on
June 18 where the winning bid of $8.55 million more than doubled
the initial offer of $4 million.   The successful buyer is
Sequential Brands Group Inc. from Los Angeles.  The bankruptcy
court approved the sale on June 22 after the price rose at
auction.  The secured lender Bank of America NA was owed $6.5
million on a claim secured by all assets.

When it filed for bankruptcy, the Debtor had a deal to sell its
assets for $4 million to DVS Footwear Inc.  DVS Shoe intends to
complete the sale of assets before the end of June.

                        About DVS Shoe

Westminster, California-based DVS Shoe Co., Inc., a designer,
manufacturer and marketer of athletic shoes, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-16209)
on May 17, 2012, in Santa Ana.  The Debtor estimated assets and
debts of $10 million to $50 million.

Judge Catherine E. Bauer presides over the case.  Robert E. Opera,
Esq., at Winthrop Couchot PC, serves as the Debtor's counsel.  The
petition was signed by Kevin L. Dunlap, chairman of the board.

Bank of America N.A., the primary and senior secured creditor of
DVS Shoe Co., is owed in excess of $6.5 million under a revolving
working capital loan.  BofA is represented in the case by Jennifer
K. Brooks, Esq., and William B. Freeman, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.


EAST FREEMONT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: East Freemont II Limited Partnership
        380 Linden Street
        Reno, NV 89502

Bankruptcy Case No.: 12-51453

Chapter 11 Petition Date: June 21, 2012

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $7,384,889

Scheduled Liabilities: $14,649,592

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb12-51453.pdf

The petition was signed by Robert F. Nielsen, general partner.


EATON MOERY: OK'd to Renew Secured Debt to First National Bank
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas
authorized Eaton Moery Environmental Services, Inc., to renew a
secured debt to First National Bank of Wynne.

The Debtor related that the bank has requested a Court order
authorizing Debtor to renew the note.  The Debtor's outstanding
secured indebtedness to First National Bank of Wynne is $225,000.
The debt is represented by a promissory note in the name of the
Debtor and is secured by a Certificate of Deposit in the sum of
$100,000 owned by Debtor and bank stock owned by C.B. Moery, Jr.,
a principal of the Debtor.

The note related to a bonding requirement in favor of the State of
Arkansas which is required to be in place for the Debtor to
continue conducting its waste disposal business.

            About Eaton Moery Environmental Services

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on
June 30, 2010.  James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million.


EMMIS COMMUNICATIONS: Moody's Raises CFR to 'B3'; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded Emmis Communications
Corporation's Corporate Family Rating (CFR) to B3 from Caa2 and
Probability-of-Default Rating (PDR) to B3 from Caa3. Moody's also
upgraded ratings on Emmis Operating Company's sr secured 1st lien
revolver due 2012 and sr secured 1st lien term loan due 2013 and
2014 each to B2, LGD3 -- 39% from Caa2, LGD3 -- 35%. Moody's also
upgraded Emmis' Series A Cumulative Preferred Stock to Caa2, LGD6
-- 99% from Ca, LGD6 -- 98% and affirmed the SGL--3 Speculative
Grade Liquidity (SGL) Rating. The upgrades reflect meaningful debt
reduction most recently with cash proceeds from the securitization
of KissFM's LMA (Local Programming and Marketing Agreement)
payment stream resulting in improved credit metrics. These actions
conclude Moody's review for upgrade of the company's ratings,
initiated on July 14, 2011. The rating outlook was changed to
stable from ratings under review.

Upgraded:

  Issuer: Emmis Communications Corporation

    Corporate Family Rating: Upgraded to B3 from Caa2

    Probability of Default Rating: Upgraded to B3 from Caa3

    Series A Cumulative Preferred Stock ($47 million
    outstanding): Upgraded to Caa2, LGD6 -- 99% from Ca, LGD6 --
    98%

Affirmed:

    Speculative Grade Liquidity (SGL) Rating: Affirmed SGL--3

Outlook Actions:

    Outlook, changed to stable from ratings under review

Upgraded:

Issuer: Emmis Operating Company

    Sr secured 1st lien revolver due 2012: Upgraded to B2, LGD3
    -- 39% from Caa2, LGD3 -- 35%

    Sr secured 1st lien term loan due 2013 ($61.6 million
    outstanding): Upgraded to B2, LGD3 -- 39% from Caa2, LGD3 --
    35%

    Sr secured 1st lien term loan due 2014 ($77.2 million
    outstanding): Upgraded to B2, LGD3 -- 39% from Caa2, LGD3 --
    35%

Ratings Rationale

The B3 Corporate Family Rating (CFR) reflects Emmis' high debt-to-
EBITDA leverage estimated at 7.2x for LTM May 31, 2012 including
Moody's standard adjustments (5.9x excluding preferred shares) and
pro forma for the revolver and term loan repayments with net
proceeds from the LMA transaction with ESPN Radio. Leverage ratios
have improved significantly compared to 11.8x prior to sale of
majority interest in three stations to Merlin Media/GTCR and prior
to discounted preferred share redemptions. Looking forward,
Moody's expects leverage to improve to roughly 6.8x over the next
12 months (5.5x excluding preferred shares) due largely to EBITDA
growth.

For the 12 months ended February 2012, revenues for continuing
domestic radio operations grew 0.4% versus 0.8% in the company's
five measured markets. Looking forward, Moody's expects broadcast
revenues will increase in the low single digits through the end of
calendar 2012 with heightened political advertising demand
contributing to top line growth. Moody's expects reported EBITDA
to remain above $28 million over the rating horizon with low to
mid-single digit percentage free cash flow-to-debt ratios. Radio
operations generate good BCF margins of approximately 30%;
however, reported consolidated EBITDA margins of 14% to 15% are
below broadcasting peers reflecting the negative impact of much
lower margins from Emmis' publishing group. Although the company
has been paying down debt, the highly levered capital structure
continues to pose refinancing and liquidity risks. "We believe
Emmis needs to further reduce leverage to partially offset risks
related to the maturing demand for radio advertising, media
fragmentation and potential for increased competition within its
radio markets. Furthermore, Emmis has geographic concentration
risk and relies on Los Angeles for approximately 40% of its
domestic radio BCF with another 40% of radio BCF generated by New
York and Austin," stated Carl Salas, Moody's Vice President and
Senior Analyst. Management states its target reported debt-to-
EBITDA leverage is between 3.0x and 4.0x (approximately 4.8x to
5.6x including Moody's standard adjustments and treating the
preferred shares as 100% debt), and ratings incorporate Moody's
expectation that the company will continue to reduce debt-to-
EBITDA ratios consistent with its goal.

The stable outlook reflects Moody's expectation that the company
will track its operating plan over the rating horizon with debt-
to-EBITDA ratios remaining below 7.5x (including Moody's standard
adjustments) and with a minimum 3% free cash flow-to-debt ratios.
The outlook assumes a refinancing of near term maturities and
maintaining adequate liquidity. The outlook does not incorporate
cash dividends on the preferred shares nor a near term resolution
of the preferred share structure with minority holders. Given the
sale of KXOS-FM in Los Angeles for $85.5 million to Grupo Radio
Centro is pending FCC approval, Moody's also assumes Emmis
continues to operate KXOS-FM as an LMA.

Ratings could be downgraded if debt-to-EBITDA ratios are sustained
above 7.5x (including Moody's standard adjustments, 6.30x
excluding preferred shares) due to underperformance in one or more
key markets or due to debt financed acquisitions. Ratings could
also be downgraded if liquidity were to deteriorate including
reduction in EBITDA cushion to financial covenants. Ratings could
be upgraded if debt-to-EBITDA ratios are sustained below 5.5x with
free cash flow-to-debt ratios of more than 6%. The company would
also need to successfully refinance near term maturities.

Recent Events

The company has taken a series of steps to reduce debt balances
and outstanding preferred shares while positioning itself for a
refinancing of near term debt maturities. In April 2012, Emmis
entered into a Local Programming and Marketing Agreement (LMA)
with ESPN Radio to provide sports programming and to sell
advertising on New York's 98.7FM ("Kiss FM"). The LMA ends in 2024
and Emmis securitized the 12-year LMA payment stream for an $82.5
million upfront payment. The company also agreed to sell its
intellectual property rights of KissFM, to the pending owners of
urban format rival WBLS-FM and WLIB-AM for approximately $10
million. A portion of the combined net proceeds will be used to
repay $84 million of secured debt including all outstandings under
its revolver. The company amended its credit agreement and Zell
note agreement to permit the transactions. In addition, the
amendment reduced the minimum EBITDA requirement to $24 million
from $25 million and reduced the revolver commitment to $10
million from $20 million.

In November 2011, Emmis entered into an agreement with Zell Credit
Opportunities Master Fund, L.P. for up to $35 million of unsecured
notes due February 2015 with accruing, non-cash interest of
22.95%. Roughly $32 million was funded to purchase 1.9 million
shares of its 6.25% Series A Cumulative Preferred Stock at a
discount, leaving 0.9 million shares outstanding. In September
2011, Emmis sold a 75% controlling interest in three radio
stations to Merlin Media/GTCR generating net cash proceeds of
approximately $120 million, after taxes, fees and related
expenses. Proceeds were used to prepay term loan balances. There
is the potential for additional near term debt reduction as the
company has offered its LMA partner, Grupo Radio Centro, a
discounted $85.5 million price for KXOS-FM in Los Angeles. Emmis
has the right to put the station to Grupo Radio Centro in 2016 for
$110 million. Until an agreement is reached, Moody's does not
incorporate near term debt reduction from an earlier sale of KXOS-
FM in Moody's rating assessment.

The principal methodology used in rating Emmis Communications
Corporation was the Global Broadcast and Advertising Related
Industries Methodology published in May 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in Indianapolis, IN, Emmis Communications
Corporation owns or operates 16 FM and two AM radio stations
(excluding two FM stations operated by 3rd parties under LMA's)
serving New York, Los Angeles, St. Louis, Austin (50.1%
controlling interest), Indianapolis, and Terre Haute, as well as
national radio networks in Slovakia and Bulgaria. The company also
publishes seven regional or specialty magazines. Jeffrey Smulyan,
Chairman, CEO and President, owns roughly 13% of the economic
interest in the company, and controls approximately 64% of voting
power through a dual class share structure. Revenue for the twelve
months ended February 29, 2012 was approximately $226 million pro
forma for announced transactions.


FILENE'S BASEMENT: Syms, Creditors Schedule Fight Over Plans
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and the unsecured creditors' committee
sharpened their knives in anticipation of a July 9 hearing where
each side will likely blame the other for being unable to agree
upon a Chapter 11 plan everyone can support.

Syms, according to the report, filed papers at the end of last
week so the bankruptcy judge can approve disclosure material
explaining the merits of the company-equity plan. If the judge
goes along with the schedule, there will be a confirmation hearing
on Aug. 29 for approval of the plan.

The report recounts that in May, Syms, along with subsidiary
Filene's Basement LLC, filed a proposed reorganization plan in
conjunction with the official shareholders' committee.  The
creditors said in court papers filed last week that the company-
equity plan "will be soundly rejected by creditors."

According to the report, the creditors' committee, opposing the
company's plan, filed papers last week seeking permission to file
a competing Chapter 11 plan. The creditors' motion for authority
to propose their own plan also is on the July 9 calendar.

In addition, July 9 will be a hearing on Syms's motion for an
extension of the company's exclusive right to propose a plan.
This month the bankruptcy judge in Delaware tapped a judge
in New York to be a mediator, attempting to bring peace between
the warring factions.

Syms's plan calls for eventually paying creditors in full, with
stockholders retaining the equity and eventual surplus.  Creditors
insist on being paid more quickly, with interest.  Creditors fault
the company plan for forcing them to wait as many as four years
for their money while Marcy Syms, the controlling shareholder,
receives a complete release from claims and sells her stock to
other stockholders.   Creditors say the 17 parcels of real estate
could be sold in 18 months maximum.  The creditors' panel said the
company has received $100 million in unsolicited offers for the
properties.

                        About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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


FIRST STREET: Can Hire Michael Brooks as Litigation Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized First Street Holdings NV LLC, et al., to employ the Law
Offices of Michael Brooks Carroll as special litigation counsel to
prosecute claims against MS Mission Holdings, LLC, and its
predecessor in interest, CapitalSource Finance LLC.

The firm will perform services for the Debtors, based on these
hourly fees:

           Michael Brooks Carroll                $400
           Associate Attorneys                   $280
           Law Clerks & Legal Assistants         $100
           Case Clerks                            $50

                         About First Street

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.
Iain A. MacDonald, Esq., and Reno F.R. Fernandez III, Esq., at
MacDonald and Associates, in San Francisco, serve as the Debtor's
bankruptcy counsel.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, have filed
a combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provides for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors will
be retained without modification.


FREDERICK'S OF HOLLYWOOD: M. Tokarz Has 36.3% Stake at May 23
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Michael T. Tokarz and his affiliates
disclosed that, as of May 23, 2012, they beneficially own
16,415,204 shares of common stock of Frederick's of Hollywood
Group Inc. representing 36.3% of the shares outstanding.
A copy of the filing is available for free at:

                        http://is.gd/G76dtB

                  About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.


GENERAL AUTO: Court OKs Apex Real as Leasing Agent
--------------------------------------------------
General Auto Building, LLC sought and obtained approval from the
U.S. Bankruptcy Court to employ Apex Real Estate Partners as
leasing agent.

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

The Debtor will pay the firm on a commission-basis according to
this schedule:

   (1) Office/Commercial Property

       Gross Leases: 5% of the total rental for the first
       5 years or any fraction thereof, plus 2.5% of the total
       rental for the next 5 years of the term.

       If transaction is represented by an outside broker, a 7.5%
       commission will be paid:

       -- 5% to the Tenant broker of the gross aggregate rent of
          the first 5 years,

       -- 2.5% to the Landlord broker of the gross aggregate rent
          of the first 5 years;

       -- 2.5% to the Tenant broker of the gross aggregate rent
          for the next 5 years of the term, and

       -- 1.25% to the Landlord broker of the gross aggregate rent
       for the next 5 years of the term.

       Net Leases: (Where Tenant pays Operating Expenses including
       Real Estate Taxes) 6 % of the total rental for the first
       5 years or any fraction thereof, plus 3% of the total
       rental for the next 5 years of the term.

       If transaction is represented by an outside broker, a
       9% commission will be paid as:

       -- 6% to the Tenant broker of the gross aggregate rent to
          the first 5 years,

       -- 3% to the Landlord broker of the gross aggregate rent
          for the first 5 years,

       -- 3% to the Tenant broker of the gross aggregate rent for
          the next 5 years of the term,

       -- 1.5% to the Landlord broker of the gross aggregate rent
          for the next 5 years of the term.

       Apex's fee for a month-to-monthe tenancy is one average
       month's rental with a minimum fee of $1,000 -- so long as
       the original term of the lease was 12 months or greater.
       Otherwise no fee shall be pail until after 1 year of
       month-to-month occupancy.

       Renewal: If broker is actively involved in the negotiations
       of a renewal -- fees shall be 50% of the amount as outlined
       above.  Automatic renewals shall not apply.

       Sale: This is an exclusive listing and should a sale be
       made by whomever during the term of the Agreement, or as a
       result of negotiations originating during such term, the
       Fee shall be payable to Apex.  The fee payment shall be
       calculated on the basis of 4% of the total gross selling
       price.  Apex shall maintain a registration list of all
       properly qualified prospects and will allow other licensed
       Real Estate broker to seek and obtain registration of their
       qualified prospects.  Apex shall be solely responsible for
       any Fee payable to any other licensed Real Estate Brokers.

                        About General Auto

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GEOEYE INC: Moody's Lowers Corporate Family Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service downgraded GeoEye Inc.'s corporate
family rating ("CFR") and the probability of default rating
("PDR"), each to B2 from B1, following the company's announcement
that the National Geospatial-Intelligence Agency ("NGA") is
seeking to amend the terms of the Service Level Agreement ("SLA")
with the company. In addition, Moody's maintains the ratings on
review for downgrade, given the uncertainty over the future
contractual status with the US government.

As part of the rating action, Moody's downgraded the instrument
ratings on the company's 8.625% Senior Secured 2nd Lien Notes due
2016 to Caa1 (LGD5-88%) from B3 (LGD5-89%) and on the 9.625%
Senior Secured Notes due 2015 to B1 (LGD3-37%) from Ba3 (LGD3-
38%).

In addition, due to the uncertainty of the appropriations, Moody's
downgraded the company's liquidity rating to SGL-4 from SGL-3,
indicating weak liquidity as the company's may use a significant
portion of its cash over the next 12 months to continue the
construction of GeoEye-2. As the company does not have an external
credit facility, in Moody's opinion, amid questions surrounding
the continuing support from the US government, it may need to cut
operating expenses to continue the construction of GeoEye-2
according to the original timeline. Moody's also notes that the
company was able to stretch the deployment schedule of GeoEye-1
satellite when it faced liquidity issues in the past.

Issuer: GeoEye Inc.

  Downgrades:

     Probability of Default Rating, Downgraded to B2 from B1;
     Placed Under Review for further Possible Downgrade

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

     Corporate Family Rating, Downgraded to B2 from B1; Placed
     Under Review for further Possible Downgrade

     US$400M 9.625% Senior Secured Regular Bond/Debenture,
     Downgraded to B1 (LGD3, 37%) from Ba3 (LGD3, 38%); Placed
     Under Review for further Possible Downgrade

     US$125M 8.625% Senior Secured Regular Bond/Debenture,
     Downgraded to Caa1(LGD5, 88%) from B3 (LGD5, 89%); Placed
     Under Review for further Possible Downgrade

  Outlook Actions:

     Outlook, Changed To Rating Under Review From Negative

Ratings Rationale

The B2 CFR reflects the recalibration of the company's credit risk
profile in light of possible material cutbacks to the contractual
relationship between GeoEye and NGA. As GeoEye in aggregate,
receives over 65% of its revenues from the US Government,
replacing that revenue stream with other customers may stress the
financial profile in the interim. The rating review will focus on
the company's construction and deployment plans of GeoEye-2 in the
face of reduced support from the US government, its ability to
diversify its revenue stream away from the US government, and if
needed, ability to obtain external financing to complete GeoEye-2.

The NGA alerted the company that it is unlikely to extend the SLA
for the next contract year starting September 1, 2012 through
August 31, 2013, but instead proposes a three month option which
the NGA intends to exercise providing for service revenue to the
company from September 1, 2012 through November 30, 2012 of $39.75
million, and a further nine month option for the remainder of the
Contract Year through August 31, 2013 providing for service
revenue to the Company, based upon the availability of funding, of
$119.25. More importantly, The NGA is electing not to obligate
additional funding under its cost share agreement with the company
for the development and launch of GeoEye- 2, scheduled for launch
in the first half of 2013. NGA is proposing new milestones for
payment of the remaining $70 million, three of which would occur
before the launch of GeoEye-2, and no additional cost share
funding would be provided. In Moody's view, a material curtailment
in support from NGA for the ongoing construction of GeoEye-2 will
force the company to cut expenses or to slow down the construction
of GeoEye-2.

In August, 2010, GeoEye received a $2.8 billion NGA award in a
series of ten one-year contracts, which includes an SLA for $150
million per year for satellite imagery, increasing by $183 million
to $333.4 million per year when the company's GeoEye-2 satellite
is expected to become operational in the second half of 2013. NGA
had also agreed provide $337 million in cost share payments
towards the build and launch of GeoEye-2. As per most recent
communication to the company, NGA is looking to cut back the cost
share payments to a total of $181 million, The company expects to
receive the first cost-share installment of $111 million by early
July 2012.

What Could Change the Rating - Up

Upward rating momentum will occur if the US budget deliberations
result in the confirmation of the expected revenue streams and at
minimum $181 million in cost share reimbursement for GeoEye-2,
which carries the company over to a successful launch and
deployment of the new satellite. Additionally, ratings may be
raised if the company diversifies its revenue stream away from the
US government, and the resulting cash flow augments the company's
liquidity.

What Could Change the Rating - Down

The rating downgrades would be driven by unfavorable DoD budget
outcome which would significantly curtail US government revenues,
and if the company is unable to replenish those revenues from
other customers. Given the high technology risk endemic in the
company's business model, ratings would come under pressure if
there is a significant impairment of assets in space that is not
covered by insurance.

The principal methodology used in rating GeoEye Inc. was the
Global Aerospace and Defense Industry Methodology published in
June 2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Dulles, VA, GeoEye, Inc. is a commercial
satellite company (formed as a result of ORBIMAGE's January, 2006
acquisition of Space Imaging) operating two earth imaging
satellites -- GeoEye-1 and IKONOS. The company also owns and
operates a network of ground stations and provides aerial imagery
services. The company has an extensive archive of satellite
imagery, and has advanced geospatial imagery processing
capabilities. GeoEye is one of two US based companies (along with
DigitalGlobe Inc) operating in this industry, and the larger of
the two by revenues.


GLC LIMITED: Ex-Football Coach Agrees to Settlement
---------------------------------------------------
The Associated Press, citing court documents, reports that former
University of Georgia football coach Jim Donnan has agreed to a
proposed bankruptcy settlement with retail liquidation company GLC
Limited and investors who say the ex-coach owes them $40 million
lost in a Ponzi scheme.

According to the report, the deal would require Mr. Donnan to
repay $7.35 million to GLC, which says it's owed more than $13
million by the ex-coach.  Mr. Donnan would also agree to repay 80%
of the losses of investors he recruited for GLC.  Investors had
filed claims saying Mr. Donnan owed them about $27 million.

The report relates a federal bankruptcy judge in Ohio signed off
on the settlement last week.  The agreement still needs approval
of a judge in Georgia, where Mr. Donnan and his wife filed for
Chapter 11 protection last July.  A hearing is scheduled for
July 19, 2012.

The report says GLC's owners accused Mr. Donnan of playing an
active role in the creation and maintenance of the Ponzi scheme
that drove the company into bankruptcy.  Mr. Donnan has insisted
he was not a part of any scheme.  He has not been charged with any
criminal wrongdoing.

                         About GLC Limited

Proctorville, Ohio-based GLC Limited is a retail liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition.  The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown
Todd LLC, serve as the Debtor's bankruptcy counsel.  James R.
Burritt is the Chief Restructuring Officer and Leon C. Ebbert, PC,
CPA, has been tapped as accountants.  The Official Committee of
Unsecured Creditors in GLC Limited's Chapter 11 bankruptcy case
has tapped Morris, Manning & Martin, LLP, as counsel.


GOLDEN TEMPLE: Plan Filing Deadline Temporarily Moved to July 19
----------------------------------------------------------------
EWTC Management, LLC, fka Golden Temple Management, LLC, asks the
Court to extend its exclusive period to file a Chapter 11 plan
through Sept. 21, 2012, and the period to obtain acceptance of the
Chapter 11 plan to Nov. 20, 2012.

A hearing will be held on July 19, 2012, at 10:00 a.m. to consider
approval of the extension request.  The exclusivity period is
extended until July 19 subject to further order of the Court.

                  About Golden Temple Management

EWTC Management, LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, the makers of
Yogi Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

The Debtor disclosed assets of $49,077,498 and liabilities of
$10,434,000.  GTO is valued at $40 million.  The Debtor has 100%
control of GTO and share in annual profits, valued at $4 million.
Contingent and unliquidated claims of the Debtor include a
holdback on the sale of a business division to Hearthside Food
Solutions, LLC, valued at $5 million, and potential malpractice
claims against Schwabe Williamson & Wyatt and other professionals.
Golden Temple sold its cereal division in May 2010 for $71 million
to Hearthside.

Bankruptcy Judge Thomas M. Renn, who presides over the Chapter 11
case, appointed U.S. District Judge Michael Hogan as mediator
between the Debtor and parties involved in litigation claims.
Judge Hogan had been conducting mediation and a mediation session
was scheduled for Feb. 22-24, 2012, in Eugene, Oregon.  The
Debtor's counsel said a single global mediation under the
authority of the Bankruptcy Court would have the advantage of
getting all parties and all claimants under one umbrella and serve
to protect the very assets to which multiple parties lay claim.
The Debtor said the mediation sessions would allow it to craft a
reorganization plan that will satisfy disparate groups of
creditors and provide a dividend to unsecured creditors.

Kartar Singh Khalsa filed a separate Chapter 11 petition (Bankr.
D. Ore. Case No. 12-60538) on Feb. 18, 2012.  He disclosed assets
of $30.95 million and liabilities of $1.27 million.


GOLDEN TEMPLE: Bankruptcy Court Approves Myers as Receiver
----------------------------------------------------------
The Bankruptcy Court authorized and directed Myers and Co.,
Consultants LLC, and its agents to carry out the directions of the
Circuit Court in its "Order Appointing Fiduciary."

EWTC Management, LLC, and Kartar Singh Khalsa are, among others,
defendants in consolidated actions before the Circuit Court of the
State of Oregon for Multnomah County entitled Sardani Guru Amrit
Kaur Khalsa, et al v. Kartar Singh Khalsa, et al, No. 0909-13281,
and State of Oregon v. Siri Singh Sahib Corporation, et al,
No. 1010-14518.

The Debtors removed the case to the Bankruptcy Court.  The
Bankruptcy Court allowed plaintiffs' motion to remand the case to
the Circuit Court, finding that the state court should proceed in
order to liquidate the plaintiff's claims against the Debtors.  To
effectuate the order remanding the case, the Bankruptcy Court
entered an order modifying the automatic stay under Section 362 of
the Bankruptcy Code to allow the Circuit Court Case to proceed.

After the stay was modified, the Circuit Court entered, on May 31,
2012, a "Corrected Remedies Order," followed on June 6 by an
"Order Appointing Fiduciary".  The Orders appoint Myers and Co.,
Consultants LLC as "special fiduciary," or receiver, and
instructed the receiver to take possession or control of certain
assets.  A substantial portion -- but not necessarily all -- of
the assets described in the Order Appointing Fiduciary are
property of one the estates created by the filing of the petitions
for relief by the Debtors.

                   About Golden Temple Management

EWTC Management, LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, the makers of
Yogi Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

The Debtor disclosed assets of $49,077,498 and liabilities of
$10,434,000.  GTO is valued at $40 million.  The Debtor has 100%
control of GTO and share in annual profits, valued at $4 million.
Contingent and unliquidated claims of the Debtor include a
holdback on the sale of a business division to Hearthside Food
Solutions, LLC, valued at $5 million, and potential malpractice
claims against Schwabe Williamson & Wyatt and other professionals.
Golden Temple sold its cereal division in May 2010 for $71 million
to Hearthside.

Bankruptcy Judge Thomas M. Renn, who presides over the Chapter 11
case, appointed U.S. District Judge Michael Hogan as mediator
between the Debtor and parties involved in litigation claims.
Judge Hogan had been conducting mediation and a mediation session
was scheduled for Feb. 22-24, 2012, in Eugene, Oregon.  The
Debtor's counsel said a single global mediation under the
authority of the Bankruptcy Court would have the advantage of
getting all parties and all claimants under one umbrella and serve
to protect the very assets to which multiple parties lay claim.
The Debtor said the mediation sessions would allow it to craft a
reorganization plan that will satisfy disparate groups of
creditors and provide a dividend to unsecured creditors.

Kartar Singh Khalsa filed a separate Chapter 11 petition (Bankr.
D. Ore. Case No. 12-60538) on Feb. 18, 2012.  He disclosed assets
of $30.95 million and liabilities of $1.27 million.


GRANITE DELLS: Needs $20MM Add'l Funding for Plan Implementation
----------------------------------------------------------------
Granite Dells Ranch Holdings, LLC submitted to the U.S. Bankruptcy
Court for the District of Arizona its proposed Plan of
Reorganization dated June 11, 2012.

The Plan provides for, among other things:

   -- the continuation of Debtor's ownership and development of
      the property under current management;

   -- operating expenses, additional property development costs,
      and debt service will be funded through additional equity
      contributions from current Equity Holders and third-party
      loans and also through the sale of parcels of the Property
      to home builders and end users;

   -- additional funding of $20 million in total, with $7 million
      to be provided before the Effective Date of the Plan and
      with the balance to be provided in annual installments
      payable on the first three anniversaries of the Effective
      Date;

   -- restructuring of the AED Secured Claim, Debtor's primary
      secured obligation, in accordance with provisions of the
      Bankruptcy Code;

   -- full payment of the Allowed AED Secured Claim from minimum
      quarterly payments and partial release payments from the
      proceeds of sales of parcels of the Property;

   -- the establishment of an Unsecured Creditor Fund of
      $5 million to be funded quarterly over eight years and to be
      distributed pro rata to the holders of Unsecured Claims
      except (i) Inter-Company Claims, and (ii) Investor Claims
      held by Persons who elect to participate in the funding of
      the Reorganized Debtor;

   -- Interests of Equity Holders will be canceled except to the
      extent that an Equity Holder elects to participate in the
      funding of the Reorganized Debtor;

   -- holders of Investor Claims an opportunity to participate in
      the funding of the Reorganized Debtor and to convert their
      Claims to equity.

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

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.


GUIDED THERAPEUTICS: Has Exchange Offer for Outstanding Warrants
----------------------------------------------------------------
Guided Therapeutics, Inc., has commenced an exchange offer for
certain of its outstanding warrants to purchase up to an aggregate
of approximately 28.4 million shares of its common stock.  The
warrants eligible for exchange have an exercise price of $0.65 per
share and exercise periods ending on July 26, 2012, or March 1,
2013.

Each eligible warrant is exchangeable for a combination of three
classes of new warrants, all of which will be exercisable
immediately, but which will have different exercise prices and
exercise periods.  The first class of new warrants will have a
variable exercise price of $0.40 per share if exercised on or
before July 15, 2012, $0.45 per share if exercised between
July 16, 2012, and Aug. 15, 2012, and $0.50 per share if exercised
after Aug. 15, 2012, and an exercise period ending on Sept. 15,
2012, the second class will have an exercise price of $0.65 per
share and an exercise period ending on the date that is one year
after the end of the exercise period of the corresponding
exchanged warrant, and the third class will have an exercise price
of $0.80 per share and an exercise period ending on the date that
is two years after the end of the exercise period of the
corresponding exchanged warrant.

Each holder that tenders an eligible warrant in the exchange offer
may elect, in that holder's discretion, the allocation of shares
underlying each class of new warrant, provided that the new
warrant from the first class must be exercisable for a minimum of
one-third and may be exercisable for up to a maximum of all of the
number of shares of common stock for which the exchanged warrant
is exercisable, and each of the warrants from the second and third
class will be exercisable for one-half of the number of shares of
common stock for which the exchanged warrant is exercisable that
remain following allocation by the holder of shares to the first
class of new warrant.  The exchange offer is scheduled to expire
on June 27, 2012.

The Company intends to apply any proceeds received in connection
with the subsequent exercise of the new warrants to increase
inventory of the Company's LuViva Advanced Cervical Device to meet
current demand for the product, expand its international marketing
and sales efforts, continue to seek FDA approval for the LuViva
device and begin Phase 2 multicenter clinical trials of a non-
invasive test for Barrett's Esophagus using the same technology
platform.

Holders of eligible warrants should read the Tender Offer
Statement on Schedule TO, including all exhibits thereto, that the
Company has filed with the SEC, because those documents contain
important information about the exchange offer.  Holders of
eligible warrants may obtain the Tender Offer Statement, including
all exhibits and any supplements thereto, as well as the Company's
other filings with the SEC, without charge from the SEC's Web
site, http://www.sec.gov. In addition, holders of eligible
warrants may obtain copies of the Offer to Exchange, the documents
referred to therein and all other documents related to the
exchange offer without charge from the Company by directing
requests to the Company at Guided Therapeutics, Inc., 5835
Peachtree Corners East, Suite D, Norcross, Georgia 30092, Attn:
Jacque Tapley, or by telephone at (770) 242-8723.  Any questions
concerning the exchange offer may be directed to the Company.

                     About Guided Therapeutics

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

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.08
million in total assets, $2.17 million in total liabilities and
$908,000 in total stockholders' equity.

                         Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the fourth quarter of 2012, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta development agreement and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
that a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate or
file for bankruptcy protection.


GUN LAKE: Moody's Confirms 'B3' Corp. Family Rating
---------------------------------------------------
Moody's Investors Service confirmed Gun Lake Tribal Gaming
Authority's B3 Corporate Family and Probability of Default ratings
along with the B3 rating on its $165 million first lien term loan
due 2015. This rating action concludes the review for upgrade
status that was initiated by Moody's on March 21, 2012. The rating
outlook is stable.

Gun Lake Tribal Gaming Authority owns and operates the Gun Lake
Casino in Allegan County, Michigan and is an unincorporated
instrumentality and political subdivision of the Match-E-Be-Nash-
She-Wish Band of Pottawatomi Indians of Michigan ("Tribe").

Moody's decision to confirm Gun Lake's B3 ratings and assign a
stable rating outlook concludes the review process initiated on
March 21, 2012, and is in response to the U.S. Supreme Court's
decision, rendered on June 18, 2012, to allow the lawsuit that
questions whether the federal government improperly took land into
trust for the Gun Lake Tribe to build a casino, to move forward in
the district court. As a result, the risk continues that there
could be an unfavorable ruling that would put the Tribe's right to
operate class III gaming in jeopardy. Had the Supreme Court ruled
in favor of the Tribe, this litigation risk, a key limiting factor
with respect to Gun Lake's rating, would have been permanently
eliminated.

Ratings confirmed and LGD assessment revised:

Corporate Family Rating at B3

Probability of Default Rating at B3

$165 million first lien term loan due 2015 at B3 (to LGD 4, 50%
from LGD 3, 35%)

Rating Rationale

In addition to the analytical considerations surrounding the
recent Supreme Court ruling, Gun Lake's B3 Corporate Family Rating
considers the company's small, undiversified operations -- Gun
Lake relies on one casino for all of its earnings and cash flow --
and aggressive debt amortization schedule. Also considered are the
unique risks common to Native American gaming issuers including
cash distribution obligations, the high degree of uncertainty
regarding the enforceability of claims, and the value of
collateral.

Positive rating consideration is given to Gun Lake's favorable
location and the demographic profile of its target market, formal
restrictions on competition in the casino's primary market area,
and relatively low leverage. Gun Lake's debt/EBITDA for the latest
12-month period ended March 31, 2012 was only 1.7 times,
significantly better than the 4.5 times to 6.0 times range that is
typical of 'B' category rated gaming issuers, according to Moody's
Global Gaming Methodology.

Gun Lake's B3 Probability of Default Rating considers that despite
having only bank debt in its capital structure, a characteristic
that typically results in a 65% family recovery assumption and a
Probability of Default rating that is one-notch below the
Corporate Family Rating when applying Moody's Loss Given Default
methodology, Moody's assumed a 50% family recovery rate. Moody's
decision to apply this lower family recovery considers that Native
American gaming issuers exhibit several of their own unique risks
that equally impact all rated Native American gaming issuers,
regardless of their rating. These concerns, which are largely a
function of a tribe's status as a sovereign entity, include the
high degree of uncertainty regarding the enforceability of claims
in the event of default, the value of collateral, as well as the
effectiveness of a tribe's limited waiver of sovereign immunity,
which, if held to be ineffective, could prevent creditors from
enforcing their rights and remedies.

The stable rating outlook is based on Moody's view that the ruling
by the U.S. Supreme Court was a procedural decision only, did not
directly address the merits of the case, and in Moody's opinion,
will have no near-term impact on the operations at Gun Lake
Casino. The stable outlook also considers the favorable earnings
and positive free cash flow profile of the Gun Lake Casino, which
Moody's expects will continue to support credit metrics
characteristic of a higher rating.

A higher rating is not likely in the near-term given the risks
related to pending litigation. Longer-term ratings improvement
would require a permanent and favorable outcome of the pending
litigation for Gun Lake and the ability and willingness of Gun
Lake to maintain debt/EBITDA below 3.25 times. Ratings could be
negatively impacted if there is an unfavorable outcome rendered in
the pending litigation against the Gun Lake Tribe, which adversely
affects the casino's right to operate Class III gaming and
triggers an event of default under the term loan indenture.

The principal methodology used in rating Gun Lake Tribal Gaming
Authority was the Global Gaming Industry Methodology published in
December 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 Gun Lake Tribal Gaming Authority is an unincorporated
instrumentality and political subdivision of the Match-E-Be-Nash-
She-Wish Band of Pottawatomi Indians of Michigan ("Tribe"). Gun
Lake owns the Gun Lake Casino -- which opened on February 6,2011 -
- in Allegan County, Michigan. The Gun Lake casino is managed and
operated by MPM Enterprises, LLC pursuant to a formal management
agreement that has been approved by the National Indian Gaming
Commission. MPM is owned by SC Michigan, LLC a wholly owned
subsidiary of Station Casinos, Inc and individual investors from
Michigan.


HALCON RESOURCES: Moody's Assigns 'B2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a first time Corporate Family
Rating (CFR) of B2 to Halcon Resources Corporation in conjunction
with its plans to issue $500 million of senior unsecured notes to
fund a portion of the purchase price of GeoResources,
Inc.(GeoResources). Moody's also assigned a B3 senior unsecured
note rating and a SGL-3 Speculative Grade Liquidity Rating. The
outlook is stable.

Halcon Resources Corporation is an independent exploration and
production (E&P) company that was formed in 2011 when the previous
management team of PetroHawk Energy Corporation (PetroHawk) and an
investor group re-capitalized RAM Energy Resources, Inc. with a
$550 million investment. After the re-capitalization, the
company's name was changed to Halcon Resources Corporation. Halcon
has aggressive growth plans which it hopes to achieve by focusing
on existing and emerging resource plays, a strategy that was
successfully employed at PetroHawk and culminated with its sale to
BHP Billiton for $15.1 billion in August of 2011. With the closing
of the GeoResources purchase and two recently announced property
acquisitions, Halcon will have meaningful interests in a portfolio
of resource plays including the Utica Shale, the Woodbine in East
Texas, the Wilcox Trend in South Louisiana, the Mississippian Lime
in Oklahoma, the Bakken Shale, and to a lesser extent, the Eagle
Ford Shale. Pro forma for the acquisitions, Halcon has estimated
proved reserves in excess of 70 million Boe and production that is
in excess of 14,000 Boe per day. Over 70% of its production is oil
or natural gas liquids.

"Moody's B2 rating is supported by Halcon's current reserve base
and production profile despite the highly leverage balance sheet,"
said Stuart Miller, Moody's Vice President -- Senior Analyst. "The
company has set aggressive growth targets that may reduce leverage
over the next two years. However, there is significant execution
risk to achieve this growth."

Ratings Rationale

Halcon's B2 Corporate Family Rating (CFR) reflects its early stage
of evolution, its seasoned management team, and its highly
leveraged balance sheet. The company's business plan carries a
high degree of execution risk and significant levels of negative
free cash flow as the company builds its acreage position and
begins to develop these resource plays in earnest. The negative
free cash flow, which Moody's estimates to be in excess of $800
million in 2012 and 2013, will likely require the issuance of debt
or equity.

Leverage is expected to remain high over the next few years, a
management philosophy that was used at PetroHawk. Through 2013,
unless additional equity is issued, Moody's expects that leverage
will remain above $50,000 per average daily Boe of production and
that debt to proved developed reserves will be more than $15 per
Boe. Both levels are very high and are more consistent with a Ca
rating level. Moody's also expects overall finding and development
(F&D) costs to remain elevated, over $20 per Boe, as long as the
company continues to invest in undeveloped acreage blocks in the
sweet spots of new and emerging resource plays. With this F&D
level, the leveraged full cycle ratio will stay below 1.5x
offsetting the positive benefit of the high cash margin generated
by an oil and natural gas liquids focus.

The B2 CFR factors in the high leverage and relatively low
efficiency ratio, but also considers the growth trend for Halcon
and the track record of using a balanced mix of equity and debt to
finance this growth. Since the recapitalization in late 2011,
Halcon has issued over $1.6 billion of equity to investors and as
consideration for acquisitions. Moody's ratings also incorporate
the expectation that management will be able to re-create the
success it had at PetroHawk where it experienced rapid reserve and
production growth by successfully applying new technology to
unconventional resource plays such as the Haynesville Shale and
the Eagle Ford Shale.

After the completion of the acquisitions, Halcon will have
adequate liquidity. The negative free cash flow is expected to be
funded by cash on hand of about $85 million and by borrowing under
a new $775 million senior secured credit facility. The new credit
facility is expected to have a $525 million borrowing base that
takes into account the recent acquisitions. Halcon's outspending
of cashflow is expected to continue into 2013 and will require
additional borrowings under the credit facility, assuming the
borrowing base is expanded, as well as debt and/or equity
issuances in the capital markets. If additional external capital
is not available, the capital spending plans could be adjusted
lower as many of the budgeted capital expenditures are deferrable.
However, this could reduce the reserve and production growth rate
and possibly delay the de-leveraging of the balance sheet.

The senior secured credit facility matures in Feb 2017 and has two
financial covenants: a minimum interest coverage ratio of 2.5x and
a minimum current ration of 1.0x. Initially the interest coverage
test will be tight, but this situation is expected to improve as
historical quarters roll off and cash flow begins to ramp up.
Secondary liquidity is limited since 80% of the company's reserves
are mortgaged as collateral and there is a negative pledge on the
un-mortgaged properties.

Moody's stable outlook reflects the likelihood that reserve and
production growth will bring leverage levels lower. Moody's would
consider an upgrade once average daily production exceeds 30,000
Boe and leverage, as measured by debt to proved developed reserves
and debt to average daily production, approaches $10 and $40,000
per Boe, respectively. Conversely, the B2 CFR assumes Halcon is
successful in growing reserves and production. Should reserve and
production growth stall and leverage remain high, a downgrade is
possible. In addition, because of the large amount of negative
free cash flow that is expected, if liquidity drops below $100
million, a downgrade will be considered.

The principal methodology used in rating Halcon Resources was the
Global Independent Exploration and Production Industry Methodology
published in December 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.

Halcon Resources Corporation is an independent exploration &
production company based in Houston, Texas.


HALE MOKU: Court Converts Bankruptcy Case to Chapter 7
------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California granted the U.S. Trustee's motion
to convert the Chapter 11 case of Hale Moku LLC to one under
Chapter 7 of the Bankruptcy Code.

In view of the case conversion, the U.S. Trustee will convene a
meeting of Hale Moku's creditors on July 7, 2012, at 10:00 a.m.
The meeting will be held at RM 101, 725 S Figueroa St., Los
Angeles, California.

Peter C. Anderson, the U.S. Trustee for Region 16, requested
dismissal of the case or conversion of the case to Chapter 7
because, among other things:

   -- to date, no disclosure statement or chapter 11 plan has
      been filed; and

   -- the Debtor has failed to comply with the U.S. Trustee's
      requirements of (i) notice of setting/increasing insider
      compensation; (ii) application to employ attorney; (iii)
      sufficient evidence of closing of all prepetition bank
      accounts; and (iv) closing bank statements.

On May 25, 2012, a month and a day since the bankruptcy filing,
the Debtor filed an application seeking permission to employ
Thomas Corcovelos, Esq. -- corforlaw@corforlaw.com -- at
Corcovelos Law Group as general bankruptcy counsel.

Secured creditor, OneWest Bank FSB, also asked the Court to
convert the Debtor's case, saying the bankruptcy was commenced in
response to an imminent foreclosure by OneWest on real property
located at 1251 N. Clark Street, in Los Angeles, Calif.  The
Debtor filed an earlier Chapter 11 case on March 9, 2012, which
was dismissed on March 22.  However, the Debtor's list of 20
largest unsecured creditors in the current case contains none of
the creditors listed on the 20 largest unsecured creditor list in
the first case.

Counsel to OneWest, Lewis R. Landau, Esq., at Dykema Gossett LLP,
said the bank is investigating the facts and circumstances
surrounding the Debtor's acquisition of its seven real properties
because the facts disclosed in the Debtor's schedules and U.S.
Trustee filings simply cannot be reconciled.  OneWest's borrower
is Elizabeth Medina, who transferred the Clark Property into the
Debtor on Dec. 29, 2011.  Ms. Medina is the sister of Douglas
Reed, the Debtor's manager.

Mr. Landau alleged that:

   -- the Debtor's filings provided to the U.S. Trustee reveal
      numerous discrepancies;

   -- the Debtor's case reflects many badges of a bad faith filing
      involving multiple property transfers into the filing
      entity; and

   -- the Debtor's estate's assets are materially underinsured.

Hale Moku, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-24357) on April 24, 2012.  Hale Moku, a Los Angeles-
based property developer, disclosed $20.1 million in assets and
$14.9 million in liabilities in its schedules.  The Debtor owns
seven single family residences in Venice and Los Angeles, valued
at an aggregate of $20.1 million.  The properties serve as
collateral to $14.83 million in secured debt.  Judge Vincent P.
Zurzolo presides over the case.  Thomas C. Corcovelos, Esq., at
Corcovelos & Forry LLP, in Manhattan Beach, California, serves as
counsel.

Hale Moku LLC first filed a bankruptcy petition, pro se (Bankr.
C.D. Calif. Case No. 12-18574) on March 9, 2012.


HALE MOKU: Hires Ervin Cohen & Jessup as New Counsel
----------------------------------------------------
Hale Moku LLC advised the Bankruptcy Court it has retained a new
lawyer:

          Byron Z. Moldo, Esq.
          ERVIN COHEN & JESSUP LLP
          9401 Wilshire Boulevard, 9th Floor
          Beverly Hills, CA 90210
          Tel: 310-273-6333
          Fax: 310-887-6802
          E-mail: bmoldo@ecjlaw.com

Mr. Moldo replaces Thomas S. Corcovelos, Esq., as general
bankruptcy counsel.  Papers filed by the Debtor in court indicate
the Corcovelos firm charged these hourly rates: Thomas Corcovelos
($400), Bahar Geslin ($300).  The hourly rate for paralegals is
$200.

                     About Hale Moku, LLC

Hale Moku, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-24357) on April 24, 2012.  Hale Moku, a Los Angeles-
based property developer, disclosed $20.1 million in assets and
$14.9 million in liabilities in its schedules.  The Debtor owns
seven single family residences in Venice and Los Angeles, valued
at an aggregate of $20.1 million.  The properties serve as
collateral to $14.83 million in secured debt.  Judge Vincent P.
Zurzolo presides over the case.  Thomas C. Corcovelos, Esq., at
Corcovelos & Forry LLP, in Manhattan Beach, California, serves as
counsel.

Hale Moku LLC first filed a bankruptcy petition, pro se (Bankr.
C.D. Calif. Case No. 12-18574) on March 9, 2012.


HALLWOOD ENERGY: Hunton to Face $50MM Suit in Federal Court
-----------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. District
Judge A. Joe Fish on Monday agreed to take on Hallwood Energy I
Creditors' Trust trustee's $50 million malpractice suit against
Hunton & Williams LLP, rejecting the trustee's attempts to send
the suit back to state court.

Bankruptcy Law360 relates that Judge Fish said he would grant the
law firm's motion to withdraw the reference and take over the
adversary proceeding, which had been pending in Texas bankruptcy
court, but allow the bankruptcy judge to handle the pretrial
matters.

                       About Hallwood Energy

Based in Dallas, Texas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation, engaging in the exploration, acquisition, development
and production of oil and gas properties.

The Company and five of its affiliates filed separate petitions
for Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31253) on
March 1, 2009.  Kathleen M. Patrick, Esq., Michael R. Rochelle,
Esq, Scott Mark DeWolf, Esq., and Sean Joseph McCaffity, Esq., at
Rochelle McCullough L.L.P., represent the Debtors in their
restructuring efforts.

Blackhill Partners LLC serves as the Debtors' business consultant.
Brian A. Kilmer, Esq., at Okin Adams & Kilmer LLP, in Dallas, and
Brian D. Roman, Esq., at Okin Adams & Kilmer LLP, in Houston,
represent the official committee of unsecured creditors.  In its
bankruptcy petition, Hallwood estimated assets between $50 million
and $100 million, and debts between $100 million and $500 million.


HARBORSIDE 17: Sec. 341 Creditors' Meeting on July 26
-----------------------------------------------------
A first Meeting of Creditors under 11 U.S.C. Sec. 341(a) has been
scheduled in the Chapter 11 case of Harborside 17 Partners, LLC,
for July 26, 2012, at 10:00 a.m. at Wilson 341 Meeting Room.

The last day to file a complaint is Sept. 24, 2012.  Proofs of
claim are due in the case by Oct. 24, 2012.  Government proofs of
claim are due by Dec. 17, 2012.

According to the case docket, the Debtor must file a Chapter 11
plan of reorganization and explanatory disclosure statement by
Sept. 17.  The Court will hold a status hearing on July 30, 2012,
at 11:00 a.m. via Telephone Conference.

Orlando, Florida-based Harborside 17 Partners, LLC, filed a bare-
bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04512) in
Wilson, North Carolina on June 18, 2012.  The Debtor disclosed
assets of $32.01 million and liabilities of $16.88 million.

The Debtor owns a marina, clubhouse, and yacht club located on
approximately 9.94 acres of land, located at 111-B Street,
Bridgeton, North Carolina.  According to the schedules, the
property is worth $31.99 million and secures a $15.98 million
debt.  The Debtor also holds a 100% interest in Bridgeton Harbor
Management, LLC.  A copy of the schedules filed with the petition
is available at http://bankrupt.com/misc/nceb12-04512.pdf

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A.  Amy Bissette has been
assigned as case manager.

The petition was signed by Daniel R. Robison, manager of JUSA
Management, LLC, manager.


HD SUPPLY: Widens Net Loss to $360 Million in April 29 Quarter
--------------------------------------------------------------
HD Supply, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $360 million on $1.83 billion of net sales for the three months
ended April 29, 2012, compared with a net loss of $164 million on
$1.61 billion of net sales for the three months ended May 1, 2011.

The Company's balance sheet at April 29, 2012, showed
$6.32 billion in total assets, $7.10 billion in total liabilities
and a $780 million total stockholders' deficit.

"I am exceptionally proud of our associates' strong execution and
focus on customer success," stated Joe DeAngelo, CEO of HD Supply.
"As a result of our team's dedication and performance excellence,
we've had eight consecutive quarters of year-over-year sales
growth.  We have outstanding sales and EBITDA momentum in all of
our businesses and have an uncompromised focus on growing our
market share in our core leadership businesses.  We've positioned
HD Supply for future success by delivering quality products,
providing outstanding customer service and strengthening our
industry-leading businesses."

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

                        http://is.gd/GnwdxT

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

                           *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HERCULES OFFSHORE: Files Fleet Status Report as of June 20
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of June 20, 2012), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for May 2012,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/7YVQ72

                      About Hercules Offshore

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

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$2.04 billion in total assets, $1.07 billion in total liabilities,
and $966.52 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HOSPITAL DAMAS: Chapter 11 Plan of Reorganization Confirmed
-----------------------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico has confirmed the plan of reorganization
of Hospital Damas, Inc., filed on Nov. 4, 2011.

As previously reported by the Troubled Company Reporter on
Dec. 16, 2011, the Plan segregates various claims and shareholder
interest into five classes.  The Class 1 Allowed Claim of Banco
Popular de Puerto Rico for $23,081,328 will be paid in full over
time.  Class 2 Allowed General Unsecured Claims arising from
medical malpractice actions, totaling $1,006,613 as of July 31,
2011, will be paid on a pro rata basis from a self-insured fund to
be established.  Class 3 Other Allowed General Unsecured Claims,
estimated at $6,988,997, is projected to make a 50% recovery from
a creditor trust to be established.  Class 4 Allowed General
Unsecured Claims arising from assumed executory contracts,
estimated at $3,627,259, is estimated to make a 62.9% recovery
through different payment plans negotiated with landlords or
suppliers.  Class 5 Interests will be retained.

A copy of the First Amended Joint Disclosure Statement explaining
the Plan is available for free at:

       http://bankrupt.com/misc/hospitaldamas.dkt819.pdf

                       About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., operates a general
acute care hospital, providing critical care, general medical and
skilled nursing services.  Debtor is a wholly owned subsidiary of
Fundacion Damas Inc.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 10-08844) on Sept. 24, 2010.  According to its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities.

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto
Rico, represent the Debtor as counsel.  Jorge P. Sala Law Offices
serves as the Debtor's labor law special counsel, to be assisted
by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C.
Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga.,
represent the Official Committee of Unsecured Creditors as
counsel.


HOUGHTON MIFFLIN: Emerges From Chapter 11 Bankruptcy
----------------------------------------------------
Houghton Mifflin Harcourt completed its financial restructuring
and emerged from its chapter 11 reorganization, 32 days after its
initial "pre-packaged" filing on May 21, 2012.

"We have achieved our financial restructuring objectives and moved
through this process quickly and successfully.  Now we have
emerged with significantly less debt, a much improved balance
sheet and capital structure and the financial strength to invest
in new products and innovative digital education solutions to grow
our business for the benefit of our customers.  Our emergence
reflects the dedication of our team and the strong support of our
investors and lenders to position HMH for long-term success,"
Linda K. Zecher, President and Chief Executive Officer of HMH,
said in a statement on June 22.

Mr. Zecher added, "We take seriously our role as a global
education leader and with our new financial flexibility and a
strong leadership team in place, we are well-positioned to
accelerate our growth initiatives and continue combining the best
media and technology with HMH's publishing heritage to encourage
passionate, curious learners around the world."

HMH emerged from chapter 11 after meeting all closing conditions
to the Company's Plan of Reorganization, which was confirmed by
the U.S. Bankruptcy Court for the Southern District of New York,
on June 22.

                       About Houghton Mifflin

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

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

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

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


HUDSON VALLEY: Moody's Downgrades BFSR to 'D+'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Hudson Valley
Bank (long-term bank deposits to Ba1 from Baa2, short-term
obligations to Not Prime from P-2, and the standalone bank
financial strength (BFSR) to D+/ba1 from C-/baa2. The outlook is
stable. These rating actions conclude the review for downgrade
that commenced on March 30, 2012.

Hudson Valley Bank is the banking subsidiary of Hudson Valley
Holding Corp., which is not rated by Moody's.

The rating downgrade reflects Hudson Valley's weakened business
franchise. Hudson Valley faces the challenge of generating loans
in a low-risk manner, away from its traditional activity of making
high yielding commercial real estate (CRE) loans. This transition
will pressure its net-interest margin while at the same time
expenses are expected to rise as it enhances its risk
infrastructure in part to support its new lending business, said
Moody's.

The bank's franchise challenge results from its large CRE
concentration that led to an April 2012 written agreement with its
regulator, the Office of the Comptroller of the Currency (OCC).
The agreement imposed lending restrictions on Hudson Valley's core
CRE lending business and required the bank to significantly
enhance its procedures, systems, and management resources. Moody's
added that the agreement could threaten the bank's somewhat narrow
franchise of taking low cost deposits from the niche of
professionals, small businesses and not-for-profit organizations
serving the communities where it operates, principally in New
York.

Moody's said that Hudson Valley's capital levels are high and its
liquidity profile is prudent, which support its stable outlook.

Moody's last rating action on Hudson Valley was on March 30, 2012
when Moody's placed all ratings of Hudson Valley Bank on review
for downgrade.

The methodologies used in this rating were Bank Financial Strength
Ratings: Global Methodology published in February 2007, and
Incorporation of Joint-Default Analysis into Moody's Bank Ratings:
Global Methodology published in March 2012.

Hudson Valley Holding Corp. is headquartered in Yonkers, New York
and its reported assets were $2.8 billion as of March 31, 2012.


IMEDICOR INC: Incurs $641,000 Net Loss in March 31 Quarter
----------------------------------------------------------
iMedicor, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $641,293 on $284,941 of
revenue for the three months ended March 31, 2012, compared with a
net loss attributable to common shareholders of $940,668 on
$133,996 of revenue for the same period during the prior year.

The Company reported a net loss attributable to common
shareholders of $1.80 million on $637,295 of revenue for the nine
months ended March 31, 2012, compared with a net loss attributable
to common shareholders of $3.31 million on $477,119 of revenue for
the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $1.81
million in total assets, $6.12 million in total liabilities and a
$4.31 million total stockholders' deficiency.

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

                        http://is.gd/j0q32X

                        About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

Demetrius & Company, L.L.C., expressed substantial doubt about the
Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

The Company had a net loss of $5.20 million for the year ended
June 30, 2011, following an $11.40 million net loss in the
preceding year.


JASMINE AT ORLANDO: Hiring Berger Singerman as Bankruptcy Counsel
-----------------------------------------------------------------
Jasmine at Orlando East, LLC, seeks Court authority to hire
bankruptcy lawyers at:

          Jordi Guso, Esq.
          Debi Evans Galler, Esq.
          BERGER SINGERMAN LLC
          1450 Brickell Avenue, Suite 1900
          Miami, FL 33131
          Telephone: (305) 755-9500
          Facsimile: (305) 714-4340

On Sept. 27, 2010, the Debtor retained Berger Singerman to act as
its counsel in connection with insolvency and restructuring
matters and thereafter provided Berger Singerman an initial
retainer of $50,000.  Since that date, Berger Singerman has
provided pre-petition litigation, insolvency and restructuring
services to the Debtor.

On Jan. 12, 2012, the Debtor provided Berger Singerman an
additional retainer of $150,000.  Between Sept. 27, 2010 and June
14, 2012, Berger Singerman incurred $64,179.50 in fees and
$2,420.52 in costs in connection with its representation of the
Debtor which were paid from the retainer.  After application of
the amounts, Berger Singerman holds $133,399.98 on retainer as
security for the fees and costs it will incur in connection with
its representation of the Debtor in this case.

The current hourly rates for the attorneys at Berger Singerman
range from $215 to $625.  The current hourly rate of Jordi Guso,
the shareholder who will be principally responsible for Berger
Singerman's representation of the Debtor, is $575, and the current
hourly rates of the of-counsel and associate attorneys who will
work on this matter range from $235 to $475 per hour.  The current
hourly rates for the legal assistants and paralegals at Berger
Singerman range from $75 to $200.

Mr. Guso attests that his firm does not represent any interest
adverse to the Debtor, and that Berger Singerman is a
"disinterested person" within the scope and meaning of Section
101(14) of the Bankruptcy Code.

                  About Jasmine at Orlando East

Jasmine at Orlando East, LLC, filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 12-24621) on June 15, 2012 in Miami.  The
Debtor owns a multi-family apartment development containing 296
units contained in 32 two-story buildings located on 19.64 acres
located in Orlando, Florida.  The Debtor estimated assets and
liabilities of $10 million to $50 million.

The Debtor financed its acquisition of its Florida properties
through, inter alia, a $12.9 million acquisition loan provided by
Lehman Brothers Holdings Inc. d/b/a Lehman Capital, a Division of
Lehman Brothers Holdings Inc.  The loan has been assigned to
LaSalle Bank National Association, as trustee for certain
commercial mortgage pass-through certificates.

Judge Robert A. Mark presides over the case.  The petition was
signed by Oscar A. Garcia, authorized representative.


JASMINE AT ORLANDO: Schedules & Statement Due June 29
-----------------------------------------------------
Jasmine at Orlando East, LLC, is facing a June 29 deadline to file
these documents:

     -- List of Equity Security Holders;
     -- Schedules of Assets and Liabilities;
     -- Statement of Financial Affairs

Jasmine at Orlando East, LLC, filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 12-24621) on June 15, 2012 in Miami.  The
Debtor owns a multi-family apartment development containing 296
units contained in 32 two-story buildings located on 19.64 acres
located in Orlando, Florida.  The Debtor estimated assets and
liabilities of $10 million to $50 million.

The Debtor financed its acquisition of its Florida properties
through, inter alia, a $12.9 million acquisition loan provided by
Lehman Brothers Holdings Inc. d/b/a Lehman Capital, a Division of
Lehman Brothers Holdings Inc.  The loan has been assigned to
LaSalle Bank National Association, as trustee for certain
commercial mortgage pass-through certificates.

Judge Robert A. Mark presides over the case.  The petition was
signed by Oscar A. Garcia, authorized representative.


JASMINE AT ORLANDO: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Jasmine at Orlando East, LLC, filed with the Bankruptcy Court a
list of its creditors holding the 20 largest unsecured claims,
disclosing:

   Creditor                                 Claim Amount
   --------                                 ------------
Chadwell Supply                               $28,803.23
1721 S. Kings Avenue
Brandon, FL 33511

Orange County Utilities                       $10,344.13
9150 Curry Ford Rd.
Orlando, FL 32825-7600

Wilmar                                         $9,765.32
P.O. Box 404284
Atlanta, GA 30384-4284

Progress Energy of FL                          $6,808.41

Lifestyle Carpets                              $6,267.02

Chaser Pool                                    $4,000.00

Savitar Realty Advisors                        $2,919.00

All Construction Services of Central FL        $1,890.00

Rent Grow, Inc.                                $1,794.20

ForRent Magazine                               $1,787.00

DisposALL, Inc.                                $1,779.15

Carpet Cure Systems                            $1,775.00

Apartment Finders                              $1,298.00

The Sherwin Williams                           $1,194.39

All American Pool-N-Patio                        $925.00

Sears Commercial One                             $679.78

AT&T                                             $545.19

Traffic2Revenue                                  $498.00

Rent.com                                         $409.00

Power Exterminators                              $308.00


KENNETH IRA STARR: 'Jacob The Jeweler' Files $12M Suit Vs. Adviser
------------------------------------------------------------------
Dan Packel at Bankruptcy Law360 reports that New York's "Jacob the
Jeweler" and his wife filed an $11.9 million complaint Friday
against imprisoned money manager to the stars Kenneth Ira Starr,
claiming the fraudster bilked them out of the money after
recommending that they enter a range of investments in 2008.

In an adversary proceeding filed in New York bankruptcy court,
Jacob Arabov, nicknamed "Jacob the Jeweler," and his wife Angela
alleged that Starr cheated them of the money by misrepresenting
the risks of the investments and failing to share details about
conflicts, according to Bankruptcy Law360.

                       About Kenneth Starr

Starr Investment Advisors LLC and Starr & Co., the former
businesses of money manager Kenneth I. Starr who pleaded guilty to
fraud in September, filed for Chapter 7 bankruptcy on Feb. 17 in
New York, Tiffany Kary at Bloomberg News reports.

Starr & Co., in its Chapter 7 petition (Bankr. S.D.N.Y. Case No.
11-10637), disclosed debt of $3.15 million and assets of $154,466.
Starr Investment Advisors has less than $23,000 in assets versus
$3.1 million in debts.

Mr. Starr himself -- not the prosecutor in the Whitewater
investigation -- faces an involuntary Chapter 7 bankruptcy
petition, which court papers show several creditors filed against
him in January 2011.

On May 27, 2010, the Securities and Exchange Commission commenced
an action styled SEC v. Kenneth Ira Starr, et al. (10-civ-4270-
SHS) in the United States District Court for the Southern District
of New York against defendants Kenneth Starr, Starr Investment
Advisors, LLC, and Starr & Company, LLC and relief defendants
Diane Passage and Colcave, LLC.  The SEC action seeks to halt an
alleged fraudulent scheme by the Defendants and asserts claims
against the Defendants for violations of the Investment Advisers
Acts of 1940.  On June 7, 2010, the court appointed Aurora
Cassirer, Esq. as the temporary receiver (the Receiver) for the
estates of Starr Investment Advisors, LLC, Starr & Company, LLC
and Colcave, LLC.  On July 8, 2010, the court appointed Aurora
Cassirer, Esq. as the permanent Receiver.

The Receiver may be reached at:

          Aurora Cassirer
          TROUTMAN SANDERS LLP
          The Chrysler Building
          405 Lexington Avenue
          New York, NY 10174
          E-mail: aurora.cassirer@kennethstarrreceivership.com

Mr. Starr's celebrity clients included Sylvester Stallone and
Wesley Snipes.  He was originally accused of defrauding at least
11 of them, including heiress Rachel "Bunny" Mellon, out of
$59 million.


KENNETH SCHACTER: Rare Poster to Be Auctioned Off
-------------------------------------------------
Andy Lewis at The Hollywood Reporter says a rare and coveted
Metropolis movie poster has been seized as part of a Chapter 7
liquidation bankruptcy case involving its owner Kenneth Schacter,
a well-known collector.  The poster will be auctioned off soon.

The report notes the case is being overseen by the U.S. Bankruptcy
Court in Los Angeles, with John Menchaca serving as the bankruptcy
trustee.

According to the report, German painter Heinz Schulz-Neudamm
(1899-1969) created this poster for the famed 1927 film directed
by Fritz Lang (1890-1976).  The film is based on the novel of the
same name by his wife Thea Von Harbou (1888-1954) about the
dystopian future of the year 2000.

The report relates the poster had been offered for sale in March
for $850,000 by Movieposterexchange.com.  Estimates vary as to
what it would fetch on the open market.  Mr. Schacter paid a
still-record $690,000 for it in 2005.

The report notes, in the bankruptcy filing, Mr. Schacter estimates
its value at just $250,000, a number most observers view as
comically low.  High-end estimates put the value of the poster at
more than $1 million, which would make it the first poster to
cross that barrier in a public sale.  Conversely, a sale at Mr.
Schacter's low estimate of $250,000 or even any number below
$690,000 would represent a softening of the poster market at a
time when other collectibles such as movie props and rare comics
are selling for record amounts.

Kenneth Schacter filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 11-60372) on Dec. 12, 2011.  The case was
converted to Chapter 7 on March  12, 2012, at the behest of Robert
Mannheim, an investor who provided money for Mr. Schacter to
invest in posters to sell for a profit.


KV PHARMACEUTICAL: Has $20 Million SPA with Commerce Court
----------------------------------------------------------
K-V Pharmaceutical Company entered into a Common Stock Purchase
Agreement dated as of June 5, 2012, with Commerce Court Small Cap
Value Fund, Ltd., pursuant to which the Company may, subject to
certain customary conditions, require Commerce Court to purchase
up to $20.0 million of shares of the Company's Class A Common
Stock over the 24-month term following the effectiveness of the
resale registration statement.  That arrangement is sometimes
referred to as a "committed equity line financing facility."

The Company has paid approximately $35,000 of Commerce Court's
legal fees and expenses.  No additional legal fees incurred by
Commerce Court are payable by the Company in connection with any
sale of shares to Commerce Court.

In consideration for Commerce Court's execution and delivery of
the Purchase Agreement and upon the execution and delivery of the
Purchase Agreement, the Company issued Commerce Court 200,000
shares of the Company's Class A Common Stock.

In connection with the Purchase Agreement, the Company entered
into a Registration Rights Agreement with Commerce Court, pursuant
to which the Company granted to Commerce Court certain
registration rights related to the shares issuable in accordance
with the Purchase Agreement.  Under the Registration Rights
Agreement, the Company agreed to use its commercially reasonable
efforts to prepare and file with the Securities and Exchange
Commission one or more registration statements for the purpose of
registering the resale of the maximum shares of Class A Common
Stock issuable pursuant to the Purchase Agreement.

Financial West Group, member FINRA/SIPC, served as the Company's
placement agent in connection with the financing arrangement
contemplated by the Purchase Agreement.  Pursuant to an Engagement
Letter with FWG, the Company have agreed to pay FWG, upon each
sale of the Company's Class A Common Stock to Commerce Court under
the Purchase Agreement, a fee equal to $2,000 upon settlement of
each such sale.  The Company has also agreed to indemnify and hold
harmless FWG against certain liabilities, including certain
liabilities under the Securities Act.

A copy of the APA is available for free at:

                       http://is.gd/1spkLR

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company was not able to complete its Form 10-Q for the three-
and six-month periods ended Sept. 30, 2011, by the filing deadline
of Nov. 9, 2011, without unreasonable effort and expense.  The
Company expects to file this Form 10-Q with the SEC as soon as
practicable after filing the amended filings, and, in any case,
within five days of those filings.

KPMG LLP, in St. Louis, Missouri, expressed substantial doubt
about K-V Pharmaceutical's ability to continue as a going concern.
The independent auditors noted that the Company has suspended the
shipment of all products manufactured by it and must comply with a
consent decree with the FDA before approved products can be
reintroduced to the market.  Significant negative impacts on
operating results and cash flows from these actions including the
potential inability of the Company to raise capital; suspension of
manufacturing; significant uncertainties related to litigation and
governmental inquiries; and debt covenant violations.

The Company's balance sheet at of March 31, 2011, showed
$564.70 million in total assets, $942.50 million in total
liabilities and a $377.80 million total shareholders' deficit.

The Company reported a net loss of $271.70 million on
$27.30 million of net revenues for the year ended March 31, 2011,
compared with a net loss of $283.60 million on $9.10 million of
net revenues during the prior year.


KV PHARMACEUTICAL: 2012 Annual Meeting Scheduled for Sept. 13
-------------------------------------------------------------
K-V Pharmaceutical Company has scheduled its 2012 annual meeting
of stockholders at 10:00 a.m., central daylight time, on Thursday,
Sept. 13, 2012, at a location to be announced at a later time.
Stockholders of record as of the close of business on July 16,
2012, are entitled to notice of and to vote at the 2012 Annual
Meeting.  The Company will be filing a proxy statement providing
further details of the 2012 Annual Meeting.

                 About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

The Company reported a net loss of $102.30 million on $23.20
million of net revenues for the year ended March 31, 2012.

The Company previously disclosed a net loss of $271.70 million on
$27.30 million of net revenues for the year ended March 31, 2011,
and a net loss of $283.60 million on $9.10 million of net revenues
for the year ended March 31, 2010.

The Company's balance sheet at March 31, 2012, showed
$253.40 million in total assets, $734.10 million in total
liabilities and a $480.70 million total shareholders' deficit.

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that the Company among other things has experienced recurring
losses from operations, has a significant shareholders' deficit,
and negative working capital; the potential inability of the
Company to raise additional capital or debt financing; a potential
cash shortfall in meeting near term obligations; significant
uncertainties related to litigation and governmental inquiries;
and potential debt covenant violations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


LEE BRICK: Sec. 341 Creditors' Meeting Set for July 24
------------------------------------------------------
The Bankruptcy Administrator scheduled a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Lee Brick &
Tile Company for July 24, 2012, at 10:00 a.m. at Raleigh 341
Meeting Room.

The last day to file a complaint is Sept. 24.  Proofs of claim are
due in the case by Oct. 22.  Government proofs of claim are due by
Dec. 12.

According to the case docket, the Debtor is required to file a
Chapter 11 plan and disclosure statement by Sept. 13.  A status
hearing will be held on July 23 at 9:30 a.m. via Telephone
Conference.

Aileen Gibson has been assigned as Case Manager.

                          About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million.  Capital
Bank is owed $13.0 million, of which $6.5 million is secured.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.


LEHMAN BROTHERS: Wins OK of Settlement With Japan Loans
-------------------------------------------------------
Lehman Brothers Holdings Inc. obtained a court order approving a
settlement of claims with Japan Loans Opportunities B.V.

Under the deal, both agreed to reduce the amount of claims
asserted by Japan Loans against the company.  A portion of Claim
No. 14795 held by Japan Loans will be reduced to $70,599,681, and
will be allowed as an unsecured guarantee claim against Lehman in
Class 5 of its Chapter 11 plan.

Another claim, designated as Claim No. 18829, will be reduced to
$65,923,071, and will also be allowed as an unsecured guarantee
claim against the company in Class 5.

The agreement also contains terms protecting Lehman in case Japan
Loans receives full payment of its claims.  Japan Loans agreed to
be liable with any subsequent holders of the allowed claims to
Lehman for the disgorgement of any distributions or other
consideration.

                   About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Wins Approval of BTSX Settlement
-------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
obtained approval of his agreement with BTSX Inc., which calls for
the dismissal of his lawsuit against the company.

Under the deal, James Giddens, the court-appointed trustee,
agreed to dismiss the suit in exchange for a payment of $300,000
from BTSX, formerly known as Townsend Analytics, Ltd.

The suit alleges that the Lehman brokerage holds a claim against
BTSX for the transfer of more than $3 million made by the
brokerage during the days leading up to Lehman's bankruptcy.

BTSX, which was once a subsidiary of Lehman, was sold to Barclays
Capital Inc. following Lehman's bankruptcy filing in 2008.

                   About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: eClerx Settlement Agreement Approved
-----------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a settlement
between eClerx Services Limited and the trustee liquidating
Lehman Brothers Holdings Inc.'s brokerage.

Under the deal, the trustee agreed not to pursue his claim
against eClerx in exchange for a payment of $23,000 from the
company.  The claim stemmed from the transfer of more than $1.05
million made by the brokerage prior to Lehman's bankruptcy
filing.

                   About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: $2.5-Bil. in Claims Traded Hands in April
----------------------------------------------------------
The number and amount of claims against Lehman Brothers Holdings
Inc. that traded in April 2012 decreased to a little more than
100 claims totaling $2.5 billion.  The previous month, Lehman
claims that changed hands reached almost a thousand totaling more
than $6 billion.

According to a report by SecondMarket, the face value of claims
traded in April declined significantly to $1.5 billion in total
transfers, making it the lowest level of claims traded by dollar
value since February 2010.  The report recalled that Lehman
exited bankruptcy on March 6, established a distribution record
date on March 18 and announced they would commence distributions
to creditors on April 17.  In the 30 days prior to March 18, LBHI
claims trading accelerated to more than $6.4 billion transfers
but after the March 18 record date, transfers of LBHI claims
substantially decreased to just $1.1 billion of trading activity,
the report pointed out.

                   About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LIFEPOINT HOSPITAL: Fitch Affirms 'BB' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed its ratings for LifePoint Hospitals,
Inc., including the Issuer Default Rating (IDR), at 'BB'.  The
Rating Outlook is Stable.  The ratings apply to approximately $1.7
billion of debt at March 31, 2012.

The ratings reflect the following:

  -- At 3.0x EBITDA at March 31, 2012, LifePoint's gross debt
     leverage is the amongst the lowest in the for-profit hospital
     industry.

  -- Fitch expects debt could trend higher at the end of 2012 as
     the result of funding acquisitions and a higher level of
     capital expenditures, but remain consistent with the
     company's publicly stated leverage target of 3x-4x EBITDA.

  -- Liquidity is solid. While lower profitability and higher
     capital expenditures could pressure the level of free cash
     flow (FCF; cash from operations less dividends and capital
     expenditures) generation, Fitch expects it to remain above
     $150 million annually. Debt maturities for 2012-2013 are
     manageable.

  -- Organic operating trends in the for-profit hospital industry
     are weak and Fitch expects them to remain so throughout 2012.
     LifePoint's recent hospital acquisitions will support growth
     for the company.

Solid Balance Sheet Helps Acquisition Strategy

LifePoint has consistently demonstrated a strong level of
financial flexibility in recent years and at current levels the
financial and credit metrics provide significant headroom within
the 'BB' rating category.  Gross debt leverage is among the lowest
in the for-profit hospital industry, dropping to 3.0x EBITDA at
March 31, 2012 as a result of growth in EBITDA primarily through
the contribution of recently acquired hospitals.  Debt-to-EBITDA
equals 1.2x through the senior secured bank debt, 1.5x through the
senior unsecured notes, and 3.0x through the senior subordinated
convertible notes.

Fitch believes LifePoint's debt leverage could trend slightly
higher at the end of 2012, but will remain consistent with the
'BB' rating category and below the upper end of the company's
stated target leverage range of 3.0x-4.0x debt-to-EBITDA.  A
higher debt level would be the result of the funding of the
company's recent hospital acquisitions.

Fitch believes that LifePoint's relatively stronger balance sheet,
coupled with a track record of successfully managing sole provider
hospitals in rural markets, help make the company an attractive
acquirer in its preferred markets.  However, based upon the
relatively higher debt leverage levels of LifePoint's industry
peers, Fitch does not believe that the company has a financial
incentive to manage its balance sheet with debt below 3.0x EBITDA.
LifePoint has some capacity under its bank facility financial
maintenance covenants for additional debt.  The bank facility
requires total leverage of below 3.75x and interest coverage of
above 3.5x.

Good Financial Flexibility

A favorable debt maturity schedule and adequate liquidity also
support LifePoint's credit profile. Aside from the undrawn bank
revolver, which matures in December 2012, there are no debt
maturities in the capital structure until 2014. The $225 million
senior subordinated convertible debentures due 2025 are puttable
to the company in February 2013.  Fitch expects the company to
address the December 2012 maturity of its bank revolver in a
manner that will provide financial flexibility to refinance the
notes should holders put the notes to the company.  Pending
refinancing of the $575 million senior subordinated convertible
notes due 2014, maturity of the $443 million bank term loan will
be extended to April 2015 from February 2014.

At March 31, 2012, liquidity was provided by approximately $116
million of cash, availability on the company's $350 million bank
credit facility revolver ($322 million available reduced for
outstanding letters of credit), and FCF ($133 million for the LTM
period, defined as cash from operations less dividends and capital
expenditures).

Fitch projects that LifePoint's FCF will contract by about $30
million in 2012 versus the 2011 level of $182 million.  This is
because of lower profitability and higher capital expenditures.
An expectation for a slight contraction in the EBITDA margin in
2012 is primarily because of the integration of less profitable
acquired hospitals.

Capital investments in recently acquired hospitals and spending to
implement electronic health records systems are driving a higher
level of capital expenditures.  LifePoint's capital expenditures
as a percent of revenue ticked up to 6.2% in 2011 from 5.2% in
2010, and Fitch expects a higher level of spending to persist in
2012.  A higher level of capital expenditures is consistent with
the broader industry trend.

Rural Market Recovery Lagging Broader Industry

LifePoint operates 55 acute-care hospitals, primarily located in
rural markets.  In 52 of its 55 markets, LifePoint's facility is
the sole acute care hospital provider in the market.  Having sole
provider status in the vast majority of its markets confers
certain benefits to LifePoint in capturing organic patient volume
growth as well as in negotiating price increases with commercial
health insurers.

While LifePoint's organic patient volume growth lagged the broader
for-profit hospital industry in 2011, the company's results were
not inconsistent with the experience of other rural and suburban
market hospital operators.  Across the Fitch-rated group of for-
profit hospital providers, same-hospital admissions adjusted
admissions (a measure that is adjusted for outpatient activity)
grew by 0.4% in 2011.  LifePoint's same adjusted admissions were
down 0.4% during the same period.

While persistently weak organic volume trends across the industry
began to show signs of improvement in the second half of 2011,
providers in urban markets have exhibited a much stronger rebound
in volume growth.  Systemic issues outside of management control,
such as weak seasonal flu and obstetrics volumes, seem to be
driving the relatively weaker organic growth in rural markets.

Healthcare Reform Driving Industry Value Proposition

Fitch does not expect the pending Supreme Court decision on the
Affordable Care Act (ACA) to have an immediate effect on the
credit profile of the for-profit hospital industry.  Regardless of
the Court's decision, the industry is expected to continue to move
toward a care delivery model focused on quality and reducing the
cost of care, as opposed to the largely volume-driven
reimbursement model that is in place today.

The main provisions of the ACA that will affect the for-profit
hospital industry include the mandate for individuals to purchase
health insurance or face a financial penalty, and the expansion of
Medicaid eligibility.  If these provisions survive the judicial
and legislative challenges to their existence, they will take
effect in 2014.

Fitch expects an initially positive effect on the acute-care
hospital industry because of the coverage expansion elements of
the ACA, mostly as the result of reduced levels of uncompensated
care, but also through a mildly positive boost to utilization of
healthcare services.  Over the several years following the
coverage expansion, Fitch expects to see some erosion of the
initial benefits due to a reduction in Medicare reimbursement
required by the ACA, as well as likely lower rates of commercial
health insurance reimbursement.

Guidelines for Further Rating Actions

Maintenance of a 'BB' IDR for LifePoint will require debt-to-
EBITDA maintained at or below 4.0x, coupled with a sustained solid
liquidity profile, with FCF sustained above $150 million annually.
A leveraging acquisition or deterioration in financial flexibility
resulting from difficulties in integration of its recent
acquisitions would be the most likely causes of a negative rating
action for LifePoint.  Also of concern is the potential for a
sustained weak organic growth trend for the hospital industry,
which could erode profitability and financial flexibility over
time.

Debt Issue Ratings

Fitch has taken the following actions on LifePoint's ratings:

  -- IDR affirmed at 'BB';
  -- Secured bank facility affirmed at 'BB+';
  -- Senior unsecured notes affirmed at 'BB';
  -- Subordinated convertible notes affirmed at 'BB-'.


LONG ISLAND: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Long Island Rubbish Removal Eastern Corp
                449 James Street
                Holbrook, NY 11741

Case Number: 12-73870

Involuntary Chapter 11 Petition Date: June 21, 2012

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Petitioner's Counsel: Brooke Anthony, Esq.
                      LAW OFFICE OF RAYMOND A GIUSTO
                      136 East Main Street
                      East Islip, NY 11730
                      Tel: (631) 277-7086
                      E-mail: brookeanthony@optonline.net

Long Island's petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Winters Bros.            Judgments              $208,194
Holdings, LLC
c/o Raymond A. Giusto
715 South Country Road
West Bay Shore, NY 11706


METHOD ART: Court Approves Stipulations on Cash Collateral Use
--------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada approved stipulations with secured creditor
StanCorp Mortgage Investors, LLC relating to the Debtor's use of
the cash collateral for:

   * 6151 Lakeside Drive, Reno, Nevada;
   * 2598 Windmill Parkway, Henderson, Nevada;
   * 2405,2415, and 2435 Pyramid Way, Sparks, Nevada; and
   * 1700 East Dyer Road, Santa Ana, California.

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

http://bankrupt.com/misc/METHODART_cashcoll_stipulation.pdf
http://bankrupt.com/misc/METHODART_cashcoll_stipulation_b.pdf
http://bankrupt.com/misc/METHODART_cashcoll_stipulation_c.pdf
http://bankrupt.com/misc/METHODART_cashcoll_stipulation_june20.pdf

As reported in the Troubled Company Reporter on April 10, 2012,
StanCorp holds:

   -- a first priority security interest in the Debtor's real
      property located at 1700 E. Dyer Road, Santa Ana,
      California, on account of $894,572 in secured debt.  The
      Debtor said the Dyer Property is worth $1,800,000;

   -- a first priority security interest in the Debtor's real
      property located at 2405 Pyramid Way, Sparks, Nevada, on
      account of $937,713 in secured debt.  The Debtor said the
      Pyramid Property is worth $900,000; and

   -- a first priority security interest in the Debtor's real
      property located at 6151 Lakeside Drive, Reno, Nevada, on
      account of $923,485 in secured debt.  The Debtor said the
      Lakeside Property is worth $2,400,000.

   -- a first priority security interest in the Debtor's real
      property located at 2598 Windmill Parkway, Henderson,
      Nevada, on account of $1,548,367.  The Debtor said the
      Windmill Property is worth $1,500,000.

Other creditors holding security interests in the Debtor's
properties are:

    * Clarica Life Insurance Company, which holds a first
      priority security interest in the Debtor's real property
      located at 9480 & 9490 Gateway Drive, Reno, Nevada, on
      account of $1,823,445 in secured debt.  The Debtor said the
      Gateway Property is worth $1,800,000; and

     * The Life Insurance Company of the Southwest, which holds
       a first priority security interest in the Debtor's real
       property located at 940 Columbia Avenue, Riverside,
       California, on account of $1,448,771 on a first priority
       deed of trust, and $1,440,516 on a second priority deed of
       trust, both against the Columbia Property.  The Debtor said
       the Property is worth $5,400,000.

As adequate protection for the use of:

     * the Dyer Property, Method Art offers Stancorp adequate
       protection in the form of an equity cushion of over 100%;
       and continued monthly payments of principal, interest and
       impounds in accord with the current contractual terms,
       which is currently $7,379 per month.  The Debtor will also
       continue to maintain insurance on the Dyer Property; and
       Stancorp's cash collateral is being used to maintain and
       operate the Dyer Property by paying taxes, insurance and
       other operating expenses, plus pay Stancorp its regular
       contractual payment, which all together averages roughly
       $7,770 per month;

     * the Pyramid Property, Method Art offers STANCORP adequate
       protection in the form of continued monthly payments of
       principal, interest and impounds in accord with the
       current contractual terms, which is currently $8,725 per
       month.  The Debtor also will continue to maintain insurance
       on the Pyramid Property.  STANCORP's cash collateral is
       being used to maintain and operate the Pyramid Property
       by paying taxes, insurance and other operating expenses,
       plus pay STANCORP its regular contractual payment, which
       all together averages approximately $11,240 per month;

     * the Lakeside Property, Method Art offers STANCORP adequate
       protection in the form of an equity cushion of over 100%;
       and monthly net rents generated from the Lakeside Property,
       after paying all taxes, insurance and other operating
       expenses, estimated to average $7,455 per month.  The
       Debtor also will continue to maintain insurance on the
       Lakeside Property.  STANCORP's cash collateral is being
       used to maintain and operate the Lakeside Property and
       projects monthly expenses of $9,045;

     * the Windmill Property, Method Art offers STANCORP adequate
       protection in the form of continued monthly payments of
       principal, interest and impounds in accord with the current
       contractual terms, which is currently $14,814 per month.
       Method Art also will continue to maintain insurance on the
       Windmill Property.  STANCORP's cash collateral is being
       used to maintain and operate the Windmill Property by
       paying taxes, insurance and other operating expenses, plus
       pay STANCORP its regular contractual payment, which all
       together averages approximately $15,564 per month.
     * the Gateway Property, Method Art offers CLARICA adequate
       protection in the form of monthly payments of the net
       rents generated after paying necessary operating expenses,
       including taxes and insurance, estimated to be $6,015 per
       month.  Method Art will also continue to maintain
       insurance on the Gateway Property.  CLARICA's cash
       collateral is being used to maintain and operate the
       Gateway Property by paying taxes, insurance and other
       operating expenses averaging $6,380 per month; and

     * the Columbia Property, Method Art offers LICOTS adequate
       protection in the form an equity cushion of over 100%;
       continued monthly payments of principal, interest and
       impounds in accord with the current contractual terms,
       which is currently $18,430.34 per month on the first
       mortgage, and $11,646.43 per month on the second mortgage,
       for a total of $30,079.77 per month.  Method Art will also
       continue to maintain insurance on the Columbia Property.
       LICOTS's cash collateral is being used to maintain and
       operate the Columbia Property by paying taxes, insurance
       and other operating expenses, plus pay LICOTS its regular
       contractual payment, which all together averages
       approximately $32,010 per month.

                         About Method Art

Method Art Corporation filed a bare-bones Chapter 11 petition
(Bankr. D. Nev. Case No. 12-50745) in its home-town in Reno,
Nevada, on April 1, 2012.  The Debtor disclosed $14.5 million in
assets and $11.7 million in debts in its schedules.  The Debtor
owns six properties in Nevada and California.  The properties are
valued $13.8 million and secure debt totaling $10.9 million.

Judge Bruce T. Beesley presides over the case.  Kevin A. Darby,
Esq., at Darby Law Practice, Ltd., serves as the Debtor's counsel.
The petition was signed by Brynn Miner, who has the role of
director, president, secretary and treasurer.


MORGANS HOTEL: Partners with Hivernage Collection in Morocco
------------------------------------------------------------
Morgans Hotel Group Co. announced a partnership with Moroccan
entrepreneur Ahmed Bennani and Hivernage Collection which will see
the unveiling of two properties in Marrakech Morocco; a 73-room
Delano slated to open in September 2012, followed by a Mondrian-
branded property scheduled to open in late 2013.  The
collaboration was marked by a meeting with representatives from
both parties, who came together to sign 15-year management
agreements for both properties.

Located in the heart of the Hivernage District, Delano Marrakech,
the brand's second outpost and first international property,
reflects Morgans Hotel Group's global expansion plan for its
signature luxury brand.

Following the footsteps of its South Beach predecessor, Delano
Marrakech will provide world-travelers with another sophisticated
world-class urban resort marked by unparalleled style and five-
star service.  As a self-contained destination, Delano Marrakech
will offer a haven of luxury and relaxation in heart of the
vibrant, magical city.

Commenting on the brands' expansion into the North African market,
Michael Gross, Chief Executive Officer of Morgans Hotel Group,
said: "We are excited to be working with Ahmed Bennani and his
team to bring the second Delano in the world to Marrakech.  This
collaboration signifies Morgans Hotel Group's entry into North
Africa and we are thrilled to be one of the first U.S. based hotel
companies to extend our brand portfolio to the dynamic city of
Marrakech.  Delano has become a truly iconic brand, synonymous
with luxury and unrivaled standards of service, and our Marrakech
property will showcase this unique hotel offering to a brand new
audience."

Designed by internationally acclaimed interior designer Jacques
Garcia, the hotel's unconventional baroque interior brings
together precious marbles, sumptuous draped velvet, and rare
fabrics to create a relaxing and intimate atmosphere that befits
Delano's discerning guests.  Delano Marrakech is a luxurious
boutique hotel boasting 73-opulent suites, a 20,000 square foot
spa offering the some of the most prestigious wellness brands in
the world including Valmont and marocMaroc, as well as three
private pools.

Delano Marrakech will become a premier nightlife destination with
the introduction of a brand new roof deck, which will be
programmed during the day and evening hours, as well as a
subterranean nightclub located below the ground level of the
hotel.  The Light Group, one of the United States' leading
hospitality development and management companies, in which Morgans
Hotel Group acquired a controlling interest last November, will
operate both venues.  The Light Group has a ten-year proven track
record of delivering cutting-edge food and beverage experiences at
world-class locations.

Delano Marrakech will also showcase new lounge and bar concepts to
offer guests a diverse array of nightlife venues to choose from
without ever needing to leave the resort.  To complete the
experience, Delano guests can dine at the hotels' French or
Italian restaurants, which are presided over by Michelin stared
chefs, Michel Rostang and Giancarlo Morelli respectively.

For the last 30 years, culinary legend Rostang has received wide
spread acclaim from critics and foodies alike.  His latest
venture, Bon R, further demonstrates Rostang's passion for food
with his simple yet exquisite dishes.  Opening in August, Bon R
will offer a French menu with pairings of classical and modern
flavours for breakfast, lunch and dinner.  Dishes will change
weekly, enabling Rostang-trained chefs to constantly create and
inspire using fresh seasonal ingredients.

This August also sees the opening of Giancarlo Morelli's latest
offering, Pomireu.  Morelli, renowned for marrying traditional
Italian techniques with boundless creativity, has concocted a menu
with a feast of flavours not to be missed.  Italian fine dining
offering Pomireu will bring a slice of old school Italian glamour
to Marrekech.

Just minutes from downtown Marrakech in the hotel area of Agdal,
the 69-room Mondrian Marrakech, will provide guests with an oasis
of rest and relaxation.  The hotel will comprise a portion of a
480,000 square foot complex that will include extensive state of
the art fitness facilities, several food and beverage outlets and
world class spa facilities.  This expansion of the Mondrian brand
joins the collection of planned Mondrian hotels in London, the
Bahamas, Doha and Istanbul.

Morgans Hotels Group currently has properties in Boston, New York,
Miami, Los Angeles, San Francisco and London.

Under the Delano agreement, the Company will contribute $2.5
million in key money within five business days of signing of the
agreement, which funds are refundable if the hotel fails to open
by Sept. 30, 2012, and under the Mondrian agreement, the Company
will contribute $2.5 million in key money upon the hotel's
opening.  Under both agreements, the Company has guaranteed
fundings to the owners if the hotels do not attain specified
levels of net operating profits set forth in the management
agreements up to certain maximum amounts for the first ten years
of the contract.  Those guarantee fundings, if any, are
recoverable out of future hotel cash flows and under certain other
conditions.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$544.25 million in total assets, $642.07 million in total
liabilities, $5.41 million in redeemable noncontrolling interest,
and a $103.23 million total deficit.


MSR RESORT: Hearing on Hilton Dispute Slated for June 29
--------------------------------------------------------
Dow Jones Newswires reports that a trial between MSR Resort and
Hilton Worldwide is set to begin June 29, 2012, in New York.

MSR wants a judge to terminate the management agreements on three
resorts run by Hilton, and is seeking an estimate on the damages
it should pay for canceling those contracts.  According to the
report, MSR, which is majority owned by hedge fund manager Paulson
& Co., has said that clearing up its issues with Hilton is key to
it exiting from Chapter 11 protection.

Dow Jones notes Hilton's Waldorf Astoria brand manages the Arizona
Biltmore Resort & Spa in Phoenix, Hawaii's Grand Wailea Resort
Hotel & Spa and the La Quinta Resort & Club in Palm Springs,
Calif., three of the five resorts put into bankruptcy last year.

The report adds MSR earlier this month said it is close to
finalizing a bankruptcy-exit strategy that hinges on the
possibility of a "significant new equity investment" from its
current equity owners and co-investors plus the potential sales of
the Biltmore and another of its properties, Claremont Resort & Spa
in Berkeley, Calif.

The report relates Judge Sean H. Lane of U.S. Bankruptcy Court in
Manhattan has already signed off on the $150 million sale of one
of the resorts, the Doral Golf Resort & Spa in Miami, to Donald
Trump.  That deal closed in March.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MUNSON KINGDOM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Munson Kingdom, LLC
        dba Country Village Apartments
        3161 Fryden Court
        San Diego, CA 92117

Bankruptcy Case No.: 12-13961

Chapter 11 Petition Date: June 21, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Carolyn R. Tatkin, Esq.
                  Jonathan B. Frutkin, Esq.
                  THE FRUTKIN LAW FIRM PLC
                  101 North First Avenue, Suite 2410
                  Phoenix, AZ 85003
                  Tel: (480) 295-3470
                  Fax: (480) 295-3479
                  E-mail: tatkin@frutkinlaw.com
                          jfrutkin@frutkinlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/azb12-13961.pdf

The petition was signed by Miles Munson, managing member.


NATIONAL NOTE OF UTAH: SEC Halts $100 Million Ponzi Scheme
----------------------------------------------------------
The Securities and Exchange Commission on June 25 obtained a
temporary restraining order and asset freeze against a Utah man
and company charged with operating a real estate-based Ponzi
scheme that bilked $100 million from investors nationwide.

The SEC's complaint filed in U.S. District Court for the District
of Utah, names Wayne L. Palmer and his firm, National Note of
Utah, LC, both of West Jordan, Utah. According to the complaint,
Palmer told investors that their money would be used to buy
mortgage notes and real estate assets, or to make real estate
loans. More than 600 individuals invested, lured by promises of
annual returns of 12%, the SEC alleged.

"Palmer promised double-digit returns at his real estate seminars,
where investors learned the hard way about his lies and deceit,"
said Kenneth Israel, Director of the SEC's Salt Lake City Regional
Office.

Palmer told investors that their money would be completely secure
and that National Note had a perfect record, having never missed
paying principal or interest on its promissory notes. Glossy
marketing materials that Palmer provided to some investors showed
that National Note returns did not fluctuate and stated that
investors were guaranteed payment even if property owners missed
payment on mortgage loans that National Note held.

Contrary to Palmer's claims, National Note used most of the money
it took in from new investors to pay earlier investors, making it
a classic Ponzi scheme, the SEC alleged. It said that since 2009,
National Note would not have been able survive but for the influx
of new investor funds, and that its payments to investors all but
stopped in October 2011.  According to the SEC's complaint, Palmer
reassured investors that the money would be forthcoming, and
continued to solicit new investors in National Note without
disclosing the fact that it is delinquent in making payments to
existing investors.

The SEC's complaint charges National Note and Palmer with
violating the anti-fraud and securities registration provisions of
U.S. securities laws. Palmer also faces charges that he operated
as an unregistered broker-dealer.

Scott Frost, Paul Feindt, Matthew Himes and Alison Okinaka of the
SEC's Salt Lake Regional Office conducted the investigation;
Thomas Melton will lead the litigation.


NAVISTAR INT'L: Fitch Cuts Rating on LT IDRs to 'BB-'; Neg. Watch
-----------------------------------------------------------------
Fitch Ratings has downgraded the long-term IDRs for Navistar
International Corporation (NAV) and Navistar Financial Corporation
(NFC) to 'BB-' from 'BB'.  The ratings remain on Rating Watch
Negative.

The downgrade reflects:

  -- Heightened risks surrounding certification of NAV's emissions
     compliant engines;

  -- Higher than anticipated warranty costs on engines;

  -- Delayed improvement in NAV's market share of medium and heavy
     duty trucks in the U.S. and Canada; and

  -- Low margins.

These developments contributed to a material loss in first half-
2012 (1H'12) and could pressure NAV's cash flow and liquidity.
Manufacturing debt/EBITDA increased materially, to slightly above
4 times (x) at April 30, 2012, from 2.4x at Oct. 31, 2011.  Fitch
believes this level may remain elevated compared to recent levels.

Fitch expects to resolve the Negative Rating Watch after the
Environmental Protection Agency (EPA) determines whether or not
NAV's EGR engine technology meets emissions requirements.  If
certification is denied or substantially delayed, NAV's
competitive position and financial performance could be impaired,
and the company may be required to reconsider its engine strategy.

NAV's ratings may remain at heightened risk for a downgrade if
warranty costs don't stabilize and eventually improve.  Other
possible factors that may precipitate a downgrade are if free cash
flow doesn't recover sufficiently to support liquidity, or if NAV
encounters additional execution issues with respect to its
integration strategy and expansion overseas.  In addition,
activist investors have accumulated approximately 25% of NAV's
common shares in recent months. This introduces some uncertainty
about long term operating and financial policies.

Conversely, Fitch may resolve the Negative Rating Watch with an
affirmation if NAV's emission compliant engines receive timely
certification by the EPA.  Also supporting a possible future
rating affirmation will be if engine quality improves materially,
operating margins improve, NAV manages commodity costs
effectively, and the company's market share recovers.

Weak financial performance reported by NAV in 1H'12 reflected
large warranty charges, higher commodity costs for steel and
rubber and the negative impact of lower sales of military trucks
and parts.  Also factoring into the performance were weaker
results in Brazil associated with engine pre-buying in 2011 and a
transition to contract engine manufacturing for a large customer,
start-up and restructuring costs in certain businesses.  Other
factors included ongoing consolidation of engine and truck
engineering operations, and the relocation of NAV's headquarters.

NAV's performance could improve during 2H'12 due to seasonality,
operating improvements associated with ongoing integration and
restructuring actions, and the elimination of special warranty
charges (largely non-cash) and certain one-time costs.  However,
Fitch believes NAV will be challenged to achieve profitability for
the full year.  Fitch views NFC as neutral to the rating.  NFC is
performing as expected by Fitch, including steady progress with
respect to capitalization and asset quality.

NAV's market share for medium and heavy duty trucks in the U.S.
and Canada has been slow to improve.  The delay can be partly
attributed to NAV's strategy of producing its own engines which it
initially introduced at a measured pace.  In addition, there are
possible customer concerns about NAV's emissions compliant engines
surrounding engine quality and delayed certification by the EPA.
NAV estimates emission credits will run out for heavy duty engines
in 2012 and medium duty engines in 2013.

Manufacturing free cash flow (FCF) in 1H'12 was negative $388
million. This reflected low margins and capital expenditures which
remain higher than average as NAV integrates its engineering
functions, invests in a research center and engine testing
facility, and realigns other parts of its business.  Fitch
estimates FCF could break even or be slightly positive in 2H'12,
though it will remain negative for the full year.  Fitch's
estimate assumes NAV's emission compliant engines are certified in
the near term. This would allow NAV to continue selling its heavy
duty engines.

NAV's manufacturing FCF is constrained by recurring pension
contributions.  NAV's net pension obligations totaled $1.8 billion
(approximately 57% funded) at the end of 2011.  NAV expects to
contribute $190 million to the plans in 2012.  Of this amount, $82
million was contributed during the first half of the year.
Between 2013 and 2015, NAV estimates it will be required to
contribute at least $210 million annually.

Liquidity is currently adequate. However, it could become a
concern if performance doesn't improve, or if temporary cash
requirements, such as higher working capital requirements for
used-truck inventories, do not reverse.  At April 30, 2012,
Navistar's liquidity, excluding NFC, included $681 million of cash
and marketable securities.  This is down from nearly $1.2 billion
at Oct. 31, 2011, and $192 million of availability under a $355
million asset-based credit facility ('ABCL') that matures in 2016.

In June 2012, NAV borrowed an additional $138 million under the
ABCL. Liquidity is offset by $230 million of manufacturing debt
due within one year.  NAV repurchased a combined $200 million of
shares in fiscal 2011 and the first half of fiscal 2012.  Fitch
anticipates further repurchases will be minimal in the near to
medium term until NAV resolves concerns about engine certification
and low margins.

NFC's financial performance is generally in line with Fitch's
expectations.  Profitability has declined slightly in the six-
months ended April 30, 2012 due to the run-off of NFC's retail
portfolio.  The retail balance is expected to decline further over
the next several years due to NFC's agreement with GE Capital in
2010 as the primary funding source for the company's retail
portfolio

Asset quality continues to improve and provisioning volatility has
declined as NFC focuses on its relatively lower risk wholesale
portfolio.  NAV's capitalization is consistent with similarly
rated captives, and Fitch expects leverage to improve and stay
below historical levels due to reduced financing needs as a result
of NFC's exit from retail financing.  In fourth quarter-2011, NFC
completed a significant refinancing of its credit facilities.
Fitch believes the refinancing of its credit facilities may
mitigate any potential near-term liquidity concerns.

Due to NFC's close operating relationship and importance to the
parent, its ratings are directly linked to those of the ultimate
parent.  The relationship is governed by the Master Intercompany
Agreement.  There is a requirement referenced in the NFC credit
agreement requiring Navistar, Inc. or NAV to own 100% of NFC's
equity at all times.

Fitch's ratings cover approximately $2 billion of debt at NAV and
$2.5 billion of outstanding debt at its Financial Services
segment, the majority of which is at NFC, as of April 30, 2012.

Fitch has downgraded the ratings for NAV and NFC as follows:

Navistar International Corporation

  -- Long-term IDR to 'BB-' from 'BB';
  -- Senior unsecured notes to 'BB-' from 'BB';
  -- Senior subordinated notes to 'B' from 'B+'.

Cook County, Illinois

  -- Recovery zone revenue facility bonds (Navistar International
     Corporation Project) series 2010 to 'BB-' from 'BB';

Illinois Finance Authority (IFA)

  -- Recovery zone revenue facility bonds (Navistar International
     Corporation Project) series 2010 to 'BB-' from 'BB';

Navistar Financial Corporation

  -- Long-term IDR to 'BB-' from 'BB'.
  -- Senior unsecured bank credit facilities to 'BB-' from 'BB'.

The ratings remain on Rating Watch Negative.


NAVISTAR INT'L: Incurred $162-Mil. Net Loss in Fiscal Q2
--------------------------------------------------------
Navistar International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $162 million on $3.29 billion of net
sales and revenues for the three months ended April 30, 2012,
compared with net income of $88 million on $3.35 billion of net
sales and revenues for the same period during the prior year.

The Company reported a net loss of $302 million on $6.35 billion
of net sales and revenues for the six months ended April 30, 2012,
compared with net income of $94 million on $6.09 billion of net
sales and revenues for the same period a year ago.

The Company's balance sheet at April 30, 2012, showed $11.38
billion in total assets, $11.79 billion in total liabilities and a
$412 million total stockholders' deficit.

"Certainly, our first half performance was unacceptable.  It
included a warranty reserve to repair early 2010 and 2011
vehicles," said Daniel C. Ustian, Navistar chairman, president and
chief executive officer.  "We were also affected by speculation
surrounding our engine certification for our Class 8 engine, which
is why we are working tirelessly with the U.S. EPA to get
resolution."

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

                        http://is.gd/COQZSv

                    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.

                           *     *     *

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.


NEDAK ETHANOL: AgCountry Credit Demands Payment of $24.7-Mil.
-------------------------------------------------------------
NEDAK Ethanol, LLC, on June 19, 2012, received a notice of
continuing default and a demand for payment from AgCountry Farm
Credit Services, FLCA, in response to its receipt of the Company
Default Notice.  As previously disclosed by the Company, on
June 11, 2012, the Company provided the Senior Lender with written
notice of an occurrence of an event of default under the Restated
Loan Documents as required under the terms of the Restated Loan
Documents.

AgCountry advised the Company that, as a result of the Events of
Default, it is accelerating the repayment of all amounts due under
the Restated Note.  As a result, the Senior Lender has made a
demand that the Company pay immediately the aggregate outstanding
balance due and owing to the Lender pursuant to the Restated Loan
Documents which, as of June 19, 2012, was $24,786,168 plus
attorneys' fees and other sums due or becoming due under the
Restated Loan Documents.  Until the Company satisfies all of the
outstanding obligations under the Restated Loan Documents,
interest and other charges continue to accrue at the default rate
specified therein which, as of June 20, 2012, was 8.0%.

NEDAK Ethanol is a party to an Amended and Restated Credit
Agreement dated Dec. 31, 2011, with AgCountry.

The Senior Lender advised the Company that it intends to exercise
its remedies under the Restated Loan Documents and take such
action as may be necessary or desirable under the circumstances to
protect its interest in the collateral and specifically reserved
all rights, remedies, and privileges afforded under the Restated
Loan Documents and any other documents between the parties.  Those
remedies include, among others, the right to take possession of
the plant, foreclose on the liens on the Company's property and
sell the premises independent of any foreclosure proceedings.

The Company continues to have discussions with the Senior Lender
concerning the Events of Default; however, there can be no
assurance that the Company and the Senior Lender will arrive at
any agreement (either oral or written) regarding forbearance,
waiver of the Events of Default, modifications to the Restated
Loan Documents or otherwise reach a satisfactory agreement.

The Company held its 2012 Annual Meeting of Members on June 20,
2012.

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

NEDAK Ethanol reported a net loss of $781,940 on $152.11 million
of revenue in 2011, compared with a net loss of $2.08 million on
$94.77 million of revenue in 2010.

The Company's balance sheet at March 31, 2012, showed
$73.42 million in total assets, $33.68 million in total
liabilities, $10.80 million in preferred units Class B, and
$28.93 million in total members' equity.

                 Amends Agreement with AgCountry

In February 2007, the Company entered into a master credit
agreement with AgCountry Farm Credit Services FCA regarding a
senior secured credit facility.  As of Dec. 31, 2010, and
throughout 2011, the Company was in violation of several loan
covenants required under the original credit agreement and
therefore, the Company was in default under the credit agreement.
However, the Company entered into a forbearance agreement with
AgCountry which remained effective until June 30, 2011.  This
default resulted in all debt under the original credit agreement
being classified as current liabilities effective as of Dec. 31,
2010.  The loan covenants under the original credit agreement
included requirements for minimum working capital of $6,000,000,
minimum current ratio of 1.20:1.00, minimum tangible net worth of
$41,000,000, minimum owners' equity ratio of 50%, and a minimum
fixed charge coverage ratio of 1.25:1.00, and also included
restrictions on distributions and capital expenditures.

On Dec. 31, 2011, the Company and AgCountry entered into an
amended and restated master credit agreement pursuant to which the
parties agreed to restructure and re-document the loans and other
credit facilities provided by AgCountry.

Under the amended agreement, the Company is required to make level
monthly principal payments of $356,164 through Feb. 1, 2018.
Beginning on Sept. 30, 2012, and the last day of the first,
second, and third quarters thereafter, the Senior Lender will make
a 100% cash flow sweep of the Company's operating cash balances in
excess of $3,600,000 to be applied to the principal balance.  In
addition, the Company is required to make monthly interest
payments at the one month LIBOR plus 5.5%, but not less than 6.0%.
The interest rate was 6.0% as of Dec. 31, 2011.  In addition to
the monthly scheduled payments, the Company made a special
principal payment in the amount of $7,105,272 on Dec. 31, 2011.
As of Dec. 31, 2011, and 2010, the Company had $26,000,000 and
$38,026,321 outstanding on the loan, respectively.


NEW ENGLAND BUILDING: Committee Retains Bernstein Shur as Counsel
-----------------------------------------------------------------
The Official Creditors Committee of New England Building Materials
LLC, fka Lavalley Lumber Company LLC, asks for permission from the
U.S. Bankruptcy Court to retain the law firm of Bernstein, Shur,
Sawyer & Nelson, P.A. as its attorneys.

Michael A. Fagone, Esq., and D. Sam Anderson, Esq., among the
firm's shareholders, will lead the engagement.

The firm's rates are:

    Professional                  Rates
    ------------                  -----
    Shareholders                $215-$600
    Paralegals                  $105-$215
    Associates                  $160-$290

Mr. Fagone, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEW ENGLAND BUILDING: Butts Commercial Approved as Brokers
----------------------------------------------------------
New England Building Materials LLC, fka Lavalley Lumber Company
LLC, sought and obtained approval from the U.S. Bankruptcy Court
to employ commercial real estate brokerage agency Butts Commercial
Brokers to assist the Debtor.

A key component of the Debtor's current reorganization is the sale
of retail operations, ideally as a going concern, and the Debtor
requires professional assistance from a financial advisor to do
so.  Before the bankruptcy filing date, the Debtor retained the
Agency to assist with the marketing and sale of one of its retail
locations, located at 39 Enterprise Drive, Windham, Maine.

The Debtor proposes to compensate the Agency in accordance with
the terms of the Agreement, which terms call for a commission-
based transaction fee to be paid to the Agency upon the successful
conclusion of the sale or exchange of the Windham Property.

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

              About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEW ENGLAND BUILDING: Court OKs EMA Partners as Fin'l Advisor
-------------------------------------------------------------
New England Building Materials LLC, fka Lavalley Lumber Company
LLC, sought and obtained approval from the U.S. Bankruptcy Court
to employ EMA Partners LLC and its principal Tod White as special
financial advisors.

The Firm will assist the Debtor to efficiently sell portions of
its pre-petition business, reorganize quickly, and marshal
available resources to support continuing operations and repayment
to creditors.

The Debtor proposes to compensate the Firm in accordance with the
terms of a Letter Agreement, which terms call for a commission-
based transaction fee to the Firm upon the successful conclusion
of a Purchase Transaction or Sale Transaction, as those terms are
defined in the Letter Agreement, or a flat fee if the Debtor
consummates a transaction with a certain limited pool of parties
without the Firm's direct involvement in negotiations.

Tod White -- twhite@emapartners.com -- attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

               About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEW ENGLAND BUILDING: Court Approves Albin Randall as Accountants
-----------------------------------------------------------------
New England Building Materials LLC, fka Lavalley Lumber Company
LLC, sought and obtained approval from the U.S. Bankruptcy Court
to employ Ronald Bennett, CPA and Albin, Randall & Bennett as
accountants.

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve as the Debtor's counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEW MEXICO HOSPITAL: Fitch Cuts Rating on $6MM Revenue Bonds to B
-----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the approximately $6.58
million New Mexico Hospital Equipment Loan Council (Rehoboth
McKinley Christian Hospital) hospital facility improvement and
refunding revenue bonds, series 2007A to 'B' from 'BB-'.
The Outlook has been revised to Stable from Negative.

Security

The bonds are secured by a pledge of revenues and equipment. In
addition, there is a debt service reserve fund.

Key Rating Drivers

DRASTIC DETERIORATION IN FINANCIAL PROFILE: The rating downgrade
is driven by the drastic deterioration in Rehoboth McKinley
Christian Hospital's (Rehoboth) financial profile as a number of
events resulted in very poor operating performance and strained
liquidity.  Fiscal 2011 results included negative debt service
coverage and only five days cash on hand.

SMALL REVENUE BASE: Although performance has rebounded in the
first four months of fiscal 2012, Fitch believes Rehoboth's small
revenue base remains a key credit concern as it is exposed to
volatility in performance, which was demonstrated in fiscal 2011.

RELIANCE ON SUPPLEMENTAL FUNDING: Rehoboth is highly reliant on
sole community provider (SCP) funds and tax revenue from a mill
levy for profitability.  A temporary decline in SCP funding, which
was ultimately restored in fiscal 2012, was one of the catalysts
of the poor performance in fiscal 2011.

CONTINUED MANAGEMENT TURNOVER: During Fitch's rating history of
Rehoboth there has been constant management turnover.  The current
CEO and CFO are on an interim basis and have served in that
capacity since December 2011 and February 2012, respectively.

Credit Profile

Rehoboth's rating history has fluctuated between the 'B' and 'BB'
category since 2005 and reflects the volatility in Rehoboth's
financial performance in addition to constant management turnover.
Since Fitch's last review in July 2011, a new CEO and CFO are in
place on an interim basis.  A search is underway for both
positions, and the interim CEO has committed to stay until
December 2012.

Fiscal 2011 performance was very poor due to a number of events
that led to a $9 million variance in net income in 2011 from 2010
including $2.8 million reduction in revenue from lower volume,
increased write offs and reduction in SCP funding while expenses
rose by $6.6 million from increased contract labor and use of
locum tenens, an information systems conversion and an increased
hospital lease payment to the county.

Fiscal 2011 ended with a $6.9 million operating loss (negative
10.7% operating margin) compared to solid performance in the prior
year with a 2.4% operating margin.  Rehoboth's debt service
coverage calculation was negative 5.88x compared to its covenant
of 1.5x, which resulted in a technical default but all bond
payments were current.  The default was cured by the trustee as
year to date 2012 performance has improved.  Improved performance
has been driven by cost reductions in the areas of labor and
supplies.

Supplemental funding in the form of SCP and the mill levy are
critical since without these funds, Rehoboth would be
unprofitable.  In fiscal 2011, there was litigation surrounding
the mechanism behind the SCP funding, which resulted in an
increase in the hospital lease payment to the county ($1.5 million
a year), which will now be utilized to generate the federal
matching funds for SCP funding.  SCP funding was restored after
the state litigation was settled in late fiscal 2011.  Total SCP
funds were $7.063 million in fiscal 2011 compared to $8.645
million in fiscal 2010 and $7.7 million in fiscal 2009.
Management expects SCP to be $8.8 million in fiscal 2012.

Rehoboth benefits from a mill levy imposed by the county, which
totaled $1.6 million in fiscal 2011 compared to $1.43 million in
fiscal 2010 and is expected to be $1.35 million in fiscal 2012.
The mill levy expires in 2012 and will require voter approval in
November for a renewal.  The mill levy has existed since 2004 and
management stated that the continuation of the mill levy is widely
supported. Rehoboth's debt service coverage calculation excludes
the mill levy revenue as a source of funds for debt service.

Revenue cycle issues and the negative cash flow in fiscal 2011
resulted in a drain on cash to only 5.2 days cash on hand and 13%
cash to debt at Dec. 31, 2011 from 65.9 days and 136.8% the prior
year.  Unrestricted cash and investments have rebounded to 25 days
and 57.1% cash to debt at April 30, 2012 and should further
improve as a portion of the SCP funding in fiscal 2011 is expected
to be received in fiscal 2012 ($1.129 million).  Rehoboth has a
liquidity covenant of 23 days in fiscal 2012 and 25 days in fiscal
2013, but failure to meet the covenant does not constitute an
event of default.

Although Rehoboth maintains the dominant market position of 62% in
its service area, the payor mix is challenging with 33% of
revenues from Medicaid and 7% self-pay.  Rehoboth's revenue mix is
36% inpatient and 64% outpatient.

Total debt outstanding was $7.04 million including $6.58 million
of bonds and $463,000 of capital leases.  All of the debt is fixed
rate and Fitch used maximum annual debt service (MADS) of $1.1
million, which includes the capitalized leases.  MADS drops to
$841,586 in fiscal 2012.

The Stable Outlook reflects Fitch's expectation that Rehoboth will
sustain its improved performance exhibited in the first four
months of 2012.  Rehoboth had long-term capital plans to open a
specialty hospital for medical detox, but those plans have been
put on hold given its financial performance.

Rehoboth McKinley Christian Hospital is a 69-bed general acute
care hospital located in Gallup, New Mexico (138 miles east of
Albuquerque, NM and 180 miles west of Flagstaff, AZ).  Rehoboth
changed its fiscal year end in fiscal 2010 to December from
August.  Total operating revenue in fiscal 2011 was $64.5 million.
Rehoboth covenants to provide annual financial statements within
30 days after the approval of the report by the state auditor,
which has usually resulted in fairly late receipt of audits.
Management stated that the audit should be available by August.
The fiscal 2011 results cited in this report are based on a draft
audit.  Rehoboth has also been posting monthly financial
statements on EMMA.


NORTEL NETWORKS: UK Pension Regulators Can't Appeal
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.K. pension regulators for a European branch of
Nortel Networks Inc. won't be permitted to appeal to the U.S.
Supreme Court from an opinion in December by the U.S. Court of
Appeals in Philadelphia blocking the foreign regulators from
deciding whether Nortel owes $3.1 billion on underfunded pension
plans.

The report recounts that the trustee for Nortel's U.K. pension
plan filed a claim in the U.S. bankruptcy court saying the company
could be liable for as much as $3.1 billion in underfunding.
Later, the pension trustee began proceedings in the U.K. that
could have resulted in orders requiring further contributions to
the pension plan.  Nortel notched the first victory when the
bankruptcy judge halted the U.K. proceedings for being in
violation of Section 362 of the U.S. Bankruptcy Code, which
automatically stops actions by creditors outside bankruptcy court.
The U.K. pension administrators lost again on appeal to the
district court and sustained a third loss on Dec. 29 in the
appeals court.  The appeals court in Philadelphia concluded that
the U.K. pension proceedings didn't fit within the exception to
the automatic stay allowing governmental police or regulatory
actions to go forward regardless of bankruptcy. The court also
ruled that neither the pension trustee nor the U.K. Board of the
Pension Protection Fund was a "governmental unit" and thus
couldn't take advantage of the police and regulatory exception.

Mr. Rochelle relates that on June 25, the Supreme Court decided
not to allow a further appeal.

Mr. Rochelle notes that Nortel's victory has practical
significance by removing a threat that foreign courts could
determine major liabilities in the U.S. bankruptcy.  The ruling
from the Supreme Court also gives greater stature to the appeals
court's opinion about the primacy of the U.S. automatic stay over
proceedings abroad.

The case in the Supreme Court is Trustees of Nortel Networks U.K.
Pension Plan v. Nortel Networks Inc., 11-1271, U.S. Supreme Court
(Washington). The opinion in the circuit court is Trustees of
Nortel Networks U.K. Pension Plan v. Nortel Networks Inc. (In re
Nortel Networks Inc.), 11-1895, 3rd U.S. Circuit Court of Appeals
(Philadelphia). The ruling by the district judge is Trustees of
Nortel Networks U.K. Pension Plan v. Nortel Networks Inc. (In re
Nortel Networks Inc.), 10-230, U.S. District Court, District of
Delaware (Wilmington).  The opinion by the magistrate judge is
Trustees of Nortel Networks U.K. Pension Plan v. Nortel Networks
Inc. (In re Nortel Networks Inc.), 10-230, in the same court.

                     About Nortel Networks

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHCORE TECHNOLOGIES: Launches ArtSmarts.com Site
---------------------------------------------------
Northcore Technologies Inc. launched a new customer web presence
delivered through its portfolio company Envision Online Media Inc.

As previously announced Northcore has acquired Envision, an Ottawa
based software development company and Microsoft Partner.
Envision has been one of the most respected boutique solutions
providers in the National Capital Area for over a decade and
brings a complementary product and skill set to Northcore.

The customer, ArtSmarts, is a national not for profit agency which
supports, promotes, and demonstrates the impact of the arts as a
way of engaging students in 21st century life and learning.  It
has been the advocacy group for a dynamic approach to teaching,
learning, doing and thinking that has been changing the lives of
students, artists, educators, and entire schools and communities
since 1998.  The web site and more information can be found at
http://www.artssmartsopen.ca/.

"The launch of the new ArtSmarts Open website is a major milestone
for our team," said Colin Jackson, Chair of Art Smarts.  "This
innovative Web presence will allow us to reach an even broader
range of participants and engage students and teachers in a wide
variety of novel and effective ways.  Thanks to the team at
Envision for their great work on this project."

"We are excited to welcome the team at ArtSmarts to our growing
list of customers," said Amit Monga, CEO of Northcore
Technologies.  "It is gratifying to see such a worthy cause
supported by a strong and vibrant web presence.  Kudos to the team
at Envision for the delivery of a quality product to another
satisfied customer."

Further disclosure on Envision's portfolio and capabilities can be
found on their web presence located at www.Envisiononline.ca.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of C$3.93
million in 2011, compared with a loss and comprehensive loss of
C$3.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed C$3.96
million in total assets, C$903,000 in total liabilities and C$3.06
million in total shareholders' equity.


NORTHSTAR AEROSPACE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, said
a committee of unsecured creditors has not been appointed in the
Chapter 11 cases of Northstar Aerospace (USA) Inc., and its
affiliates due to an insufficient response to the U.S. Trustee
communication/contact for service on the committee.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.


NORTHSTAR AEROSPACE: Sec. 341 Creditors' Meeting on July 18
-----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a Meeting of Creditors under 11 U.S.C. Sec. 341 in the
Chapter 11 cases of Northstar Aerospace (USA) Inc., and its
affiliates on July 18, 2012, at 1:30 p.m.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.


NORTHSTAR AEROSPACE: Hiring Harris Williams as Investment Banker
----------------------------------------------------------------
Northstar Aerospace (USA) Inc., and its debtor-affiliates seek
Bankruptcy Court authority to employ Harris Williams LLC, d/b/a
Harris Williams & Co., as their investment banker.

Harris Williams is a leading national middle market investment
banking firm headquartered in Richmond, Virginia.  Harris Williams
is part of The PNC Financial Services Group, a global diversified
financial services firm and Fortune 200 company.

Harris Williams provides public and private companies primarily
with M&A sell-side investment banking and financial advisory
services.  Harris Williams has successfully completed more than
115 strategic and financial M&A sell-side advisory engagements
over the past 24 months.

The Debtors first engaged Harris Williams in October 2010 to
advise a special committee of the Debtors' parent company
Northstar Aerospace, Inc.'s board of directors to provide M&A
sell-side investment banking services and financial advice with
respect to a possible merger, stock or investment transaction by
the company and further described in the Engagement Letter.
Harris Williams worked diligently to assist Northstar in
undertaking a transaction during the 12 month exclusive period
gaining valuable knowledge and background on the company.
However, the initial exclusive period for the engagement expired
after 12 months on Oct. 15, 2011, without a transaction acceptable
to Northstar being achieved.

Northstar re-engaged Harris Williams in late January 2012 to
continue its M&A sell-side efforts for Northstar and an amendment
to the parties' engagement letter was signed in February 2012.
The 2012 marketing process was broader than the prior marketing
process.  Among other things, Harris Williams assisted Northstar
with preparation of an updated confidential information memorandum
for delivery to potential purchasers.  In addition to contacting
potential interested bidders from the first process, an additional
group of financial and strategic buyers were contacted about a
potential transaction and portion bids for specific facilities of
Northstar (as opposed to Northstar as a whole) were specifically
encouraged.

Harris Williams proposes to continue to render its services on the
compensation terms set forth in the parties' engagement letter:

     -- A monthly fee of $25,000 per month;
     -- In the event of a Transaction, Northstar will pay Harris
Williams a cash fee, equal to an amount calculated as 1.5% of the
Purchase Price up to $280 million, plus 3.0% of that portion of
the Purchase Price between $280 million and $310 million, plus
5.0% of that portion of the Purchase Price in excess of $310
million.

If the Purchase Price is less than $250 million then the Closing
Fee shall be calculated as 1.25% of the Purchase Price;

     -- In the event of a Recapitalization Transaction, Northstar
will pay Harris Williams a cash fee equal to (i) 1.5% of the
aggregate committed amount of all new senior notes and new bank
debt (regardless of the amount of such capital that is funded as
of the closing), plus (ii) 3.5% of the aggregate committed amount
of all unsecured or secured, new non-senior and new subordinated
debt securities (regardless of the amount of such capital that is
funded as of the closing), plus (iii) 6% of the aggregate
committed amount of all new equity and new equity-linked
securities of Northstar (including without limitation new
convertible securities and new preferred stock, regardless of the
amount of such capital that is funded as of the closing); and

     -- Harris Williams will be reimbursed promptly for all
reasonable out-of-pocket expenses incurred in connection with the
proposed Transaction.

Pursuant to the Engagement Letter, "Transaction" means a sale
through merger, exchange or sale of all or substantially all of
the assets, business or shares of Northstar in a single or series
of related transactions as well as any recapitalization of
Northstar or other extraordinary dividend of cash, securities or
other assets to the shareholders of Northstar.

"Recapitalization Transaction" means a private issuance, sale,
exchange or placement of new financing in the form of equity,
equity-linked, or debt securities, instruments or obligations of
Northstar with one or more lenders and/or investors, or any loan
or other financing including without limitation any such
transaction that are consummated in the context of a proceeding
initiated under the CCAA in Canada, whether in connection with a
Plan of Arrangement or otherwise.

The Debtors have also agreed to indemnify Harris Williams.

The Debtors believe that the Fee Structure constitutes market-
based, fair and reasonable terms and conditions for the retention
by the Debtors of Harris Williams as its investment banker.

Jon Nemo, Managing Director of Harris Williams' Aerospace, Defense
& Government Services Group, attests that his firm (a) has no
connection with the Debtors, their creditors, or other parties-in-
interest in the Debtors' cases; (b) does not hold any interest
adverse to the Debtors' estates; and (c) is a "disinterested
person" as defined by section 101(14) of the Bankruptcy Code.

Harris Williams may be reached at:

         Jonathan (Jon) E. Nemo
         HARRIS WILLIAMS & CO.
         1600 Market Street, 21st Floor
         Philadelphia, PA 19103
         Tel: 267) 675-5900
         Fax: (267) 675-5901
         E-mail: jnemo@harriswilliams.com

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.


NORTHSTAR AEROSPACE: Employs Logan & Co as Administrative Agent
---------------------------------------------------------------
Northstar Aerospace (USA) Inc. and its affiliates seek Court
authority to appoint Logan & Company, Inc., as administrative
advisor.  By employing an administrative advisor to handle various
administrative tasks in the cases, the Debtors can focus their
efforts and those of their professionals on facilitating an
efficient going-concern sale of assets or confirmation of a plan
of reorganization or liquidation.

The Debtors have already won authority to employ Logan as claims
and noticing agent.

Under the parties' Engagement Agreement, the Debtors paid Logan a
$10,000 retainer.

Kathleen M. Logan attests that her firm (a) is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code, except that Logan & Co. was employed by the Debtors prior to
the Petition Date as allowed by section 1107(b) of the Bankruptcy
Code and (b) does not hold or represent an interest materially
adverse to the Debtors' estates.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.


OILSANDS QUEST: Negotiations With Bidders Ongoing
-------------------------------------------------
Oilsands Quest Inc. continues to work with its advisor, TD
Securities Inc., to review various bids submitted under the
previously announced solicitation process to find investors to
acquire, restructure or recapitalize the Company's business.  The
Company believes that some of the bids received could, if subject
to further negotiation, be capable of being brought before the
court for approval.

Negotiations with certain bidders are ongoing and Oilsands Quest
and its court appointed monitor, Ernst & Young Inc., have agreed
that the best interests of the Company and its stakeholders would
be served by transferring responsibility for managing the
Company's operations to the Monitor to reduce operating costs.

To accomplish this, the Company intends to apply to the court on
Thursday, June 28, to expand the powers of the Monitor to pursue
the completion of a transaction.  If that application is granted,
each member of the Board of Directors intends to resign and leave
oversight of the Company's activities in the Monitor's hands.  The
Monitor is expected to take steps to limit the Company's
activities to those core functions necessary to complete a
transaction and to distribute the proceeds to the Company's
stakeholders pursuant to the Companies' Creditors Arrangement Act
("CCAA") process that was launched late in 2011.

In combination with these activities, Oilsands Quest is seeking an
extension of the protection of the CCAA until September 28, 2012,
to provide the Monitor with adequate time to conclude negotiations
and to consider which, if any, of the bids ought to be accepted
and brought before to the court.  There can be no assurance that
this process will result in a financing or a sale of the Company
or in any other transaction.

As part of limiting of activities to focus on the sale and
distribution process, Oilsands Quest will not be pursuing its
proposed listing on the Canadian National Stock Exchange ("CNSX").
The Company expects its shares to be delisted from the NYSE MKT on
or about July 2, 2012.  Trading in the common shares of Oilsands
Quest remains halted on NYSE MKT.

                    About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands
Entities.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

The Company's common shares remain halted from trading until
either a delisting occurs or until the NYSE Amex permits the
resumption of trading.

Oilsands Quest obtained June 29, 2012, extension of the order
providing creditor protection under the Companies' Creditors
Arrangement Act (Canada).


PET RESORTS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Mesa, Arizona-based Pet Resorts, Inc., filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-13494) on June 15, 2012,
citing about $9.5 million in debts.

Judge George B. Nielsen Jr. presides over the case.  Stephen E.
Traverse, Esq., at Buckley King LPA, represents the Debtor.  The
Debtor disclosed assets of $2,300,802, and liabilities of
$9,500,934.

Danielle Verbrigghe, editorial intern at Phoenix Business Journal,
reports that Pet Resorts owns a 52% stake in Pete and Mac's Pet
Resorts with two Phoenix locations.  The report says all the
claims against the company are unsecured.  The largest claim is
about $6.9 million by Wes Remington, who owns about 37% of the
company.

The report notes the company owes more than $300,000 to American
Pet Care Properties Northglenn LLC for unpaid rent.  ARC Building
Group Inc. is another large creditor, with a disputed claim of
nearly $500,000.  Pet Resorts also owes unpaid wages.

The report adds Pete and Mac's is listed as a co-debtor for some
of the claims.


PETTERS COMPANY: Andrew Moran Substitutes Zachary Crain as Counsel
------------------------------------------------------------------
Petters Company, et al., notified the U.S. Bankruptcy Court for
the District of Minnesota that Andrew D. Moran will substitute for
Zachary J. Crain who has withdrawn as counsel for the Debtors.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHILADELPHIA ORCHESTRA: Files Disclosure Statement on Amended Plan
------------------------------------------------------------------
The Philadelphia Orchestra Association and the Academy of Music of
Philadelphia Inc. filed a disclosure statement in support of its
first amended joint plan of reorganization dated June 11, 2012.

The Plan contemplates the reorganization of the Debtors and the
resolution of all outstanding Claims against, and Interests in,
the Debtors.  Subject to the specific provisions set forth in the
Plan, all Claims will be satisfied by cash payments to be issued
by the Debtors.  Because the Debtor POA is a non-profit
corporation, there are no Interests in it to be cancelled.  POA's
ownership interest in Debtor AOM, which is a non-profit stock-
issuing corporation, and the membership interests of the
respective Boards in the Debtors, will be retained.

The Debtors have estimated the ultimate distributions that will be
made in respect of Allowed Claims and Interests.  The Debtors
believe that if the Plan is not consummated, it is likely that
Holders of Claims against and Interests in the Debtors' estates
will receive less than they would if the Plan is confirmed because
dismissal of these Chapter 11 Cases and subsequent dissolution of
the Debtors' organizations will not result in a higher
distribution to any Class of Claims or Interests.  Similarly, if
the Debtors' organizations were for-profit entities that could be
involuntarily liquidated under chapter 7 of the Bankruptcy Code,
liquidation of the Debtors' assets will not result in a higher
distribution to any Class of Claims or Interests.

The classification and treatment of claims under the plan are:

     A. Class 1 (Secured Claims) will receive (a) Cash equal to
        the amount of the Allowed Secured Claim on or as soon as
        practicable after the later of (i) the Effective Date,
        (ii) the date that the Secured Claim becomes Allowed, and
        (iii) a date agreed to by the applicable Debtor and the
        Holder of the Class 1 Secured Claim; (b) Reinstatement of
        the Allowed Secured Claim; (c) the Property securing the
        Secured Claim; or (d) other treatment on such other terms
        and conditions as may be agreed upon in writing by the
        Holder of Claim and the Debtor.

     B. Class 2 (Priority Claims) will receive (a) the amount of
        unpaid Allowed Claim in Cash on or as soon as reasonably
        practicable after the later of (i) the Effective Date,
        (ii) the date on which such Class 2 Claim becomes Allowed,
        and (iii) a date agreed to by the applicable Debtor and
        the Holder of the Class 2 Priority Claim; or (b) other
        treatment on other terms and conditions as may be agreed
        upon in writing by the Holder of the Claim and the
        applicable Debtor.

     C. Class 3 (ESI, PNPP and Peter Nero Claims against POA) will
        receive payment in accordance with the terms of the ESI
        Settlement.  All contracts and other agreements between
        ESI, PNPP, Finger Prince, Inc. and/or Peter Nero, on the
        one hand, and POA, on the other, are terminated pursuant
        to the Plan and replaced with the ESI Settlement.

     D. Class 4 (KCI Claims) will be paid as set forth in the KCI
        Settlement in full satisfaction of these Claims.  Upon the
        Effective Date, the KCI Lease will be assumed as modified
        by the KCI Settlement.

     E. Class 5 (AFM-EPF Claims) will be paid in accordance with
        the AFM-EPF Settlement, such that upon the Effective Date,
        AFM-EPF will receive $1,750,000 in full satisfaction of
        such Claims.  All AFM-EPF Claims asserted in these Chapter
        11 Cases will be fully resolved upon the Effective Date
        upon the payment of the amount of the AFM-EPF Settlement.

     F. Class 6 (PBGC Claims and Termination Premiums) POA will
        pay to PBGC the sum of $1,317,387.  Upon the Effective
        Date, POA will pay to PBGC a payment of $124,887 in full
        satisfaction of the PBGC Claims.  In addition, POA will
        pay Termination Premiums to PBGC in an amount totaling
        $1,192,500 to be paid in three payments: the initial
        payment of $397,500 will be paid upon the Effective Date;
        the second payment of $397,500 will be paid not later than
        12 months following the Effective Date; and the final
        payment of $397,500 will be paid not later than 24 months
        from the Effective Date.

     G. Class 7A (General Unsecured Claims Against POA) will
        receive an amount of Distributable Cash equal to 50% of
        the aggregate amount in U.S. dollars of the Holder's Class
        7A Allowed General Unsecured Claim, without payment of
        interest.

     H. Class 7B (General Unsecured Claims Against AOM) will
        receive an amount of Distributable Cash equal to 100% of
        the aggregate amount in U.S. dollars of such Holder's
        Class 7B Allowed General Unsecured Claim, without payment
        of interest.

     I. Class 8 (Convenience Class Claims Against POA) will
        receive an amount of Distributable Cash equal to the
        lesser of the value of the Allowed Claim or $1,000,
        without payment of interest, upon the Effective Date.

     J. Class 9 (SpectiCast Claims) will be deemed rejected and
        terminated pursuant to the Plan.  All SpectiCast Claims
        are Disputed.  If any, Allowed SpectiCast Claims will
        receive, in full satisfaction, settlement, release,
        extinguishment and discharge of the Claims, treatment in
        accordance with Class 7A of this Plan.

     K. Class 10 (Interests) will retain its Interest and receive
        no Property or other distribution of value on account of
        its Interest.

A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/PHILADELPHIAORCHESTRA_ds_1amended.pdf

                 About Philadelphia Orchestra

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

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

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

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

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

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


PINNACLE AIRLINES: Hearing on NSB Aviation Hiring Set for Today
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing today, June 27, 2012, at 9:45 a.m., to
consider Pinnacle Airlines Corp., et al.'s motion to (i) employ
NSB Aviation, LLC, as their advisor/consultant to provide interim
management and restructuring services; and (b) designate Steven A.
Rossum as chief restructuring officer.

Damian S. Schaible, Esq., at Davis Polk & Wardwell LLP, counsel
for the Debtors, submitted a declaration of no objections after
the deadline for filing objections to the motion has passed.

In separate filings, parties expressed some concerns relating to
the Debtors' application:

   -- Air Line Pilots Association, International related that it
      does not oppose to the application, however, at the minimum
      the parties and the Court must monitor those services and
      accrual of fees, well as considering them in the context of
      related issues in the case.  ALPA is the collective
      bargaining representative of the air line pilots employed by
      the Debtors.

   -- the Official Committee of Unsecured Creditors related that
      the Debtors and Mr. Rossum must take steps to minimize
      expenses in a variety of areas, and is supportive of any
      actions by the Debtors to rein in costs during the Chapter
      11 cases.

As reported in the Troubled Company Reporter on June 21, 2012, NSB
will, among other things:

   a) assist the Debtors' management in the design and
      implementation of a restructuring strategy;

   b) advise the Debtors' management and boards of directors and
      working with management and its advisors on achieving cost
      targets contemplated by the Debtors' business plan; and

   c) provide, if requested by the Debtors, testimony in
      connection with any Chapter 11 cases.

Mr. Rossum, president and managing director of NSB, tells the
Court that the Debtors agreed to compensate him and NSB as:

   1. A monthly fee in the amount of $57,000, payable upon
      submission of monthly invoices.

   2. In the event of a Termination without Cause by the Debtors,
      the Engagement Letter provides that the Debtors will have no
      further liability or obligation whatsoever, except that they
      will pay NSB all compensation that has accrued, but is
      unpaid prior to the termination, and any expenses incurred
      prior to the termination and payable pursuant to the
      Engagement Letter.

   3. NSB will submit monthly invoices to the Debtors that will
      include (i) a reasonable summary of services provided, (ii)
      an approximation of the aggregate hours worked, and (iii) a
      summary of expenses incurred to the Debtors.

   4. NSB will file with the Court quarterly reports of
      compensation earned and provide copies to the U.S. Trustee
      and Committee Counsel; and parties-in-interest in these
      Chapter 11 cases will have the right to object to fees paid
      and expenses reimbursed to NSB within 20 days after NSB
      files the reports.

Mr. Rossum assures the Court that NSB and its professionals are
"disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: Agrees on Protective Order With Unions
---------------------------------------------------------
Pinnacle Airlines Corp., et al., notified the U.S. Bankruptcy
Court for the Southern District of New York that they entered into
stipulated protective orders with:

   1. Air Line Pilots Association, International;

   2. United Steel, Paper and Forestry, Rubber, Manufacturing,
      Energy, Allied Industrial and Service Workers International
      Union, AFL-CIO¨CLC;

   3. Association of Flight Attendants-CWA; and

   4. Transport Workers Union of America.

Under the stipulations, the parties agreed that disclosures of
Confidential Information by Pinnacle to the recipients will be
governed by these terms and conditions, among other things:

   -- Recipients will use the Confidential Information only for
      the Business Purpose and will use reasonable best efforts to
      hold and maintain the Confidential Information in strict
      confidence; and

   -- Recipients agree that because of the unique nature of the
      Confidential Information, any breach of the agreement would
      cause Pinnacle irreparable harm and monetary damages and
      other damages available at law may be inadequate to
      compensate Pinnacle for the breach.

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

http://bankrupt.com/misc/Pinnacle_StipulatedProtectiveOrder4.pdf
http://bankrupt.com/misc/Pinnacle_StipulatedProtectiveOrder1.pdf
http://bankrupt.com/misc/Pinnacle_StipulatedProtectiveOrder2.pdf
http://bankrupt.com/misc/Pinnacle_StipulatedProtectiveOrder3.pdf

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PT ARPENI: OK With Gramercy Funds Suit on Exchange Offer
--------------------------------------------------------
PT. Arpeni Pratama Ocean Line Tbk. asks the U.S. Bankruptcy Court
for the Southern District of New York to approve a stipulation
modifying the recognition order, solely and exclusively for the
purpose of permitting Gramercy Funds Management LLC to commence
suit in a court in order to resolve the dispute and litigate the
suit to final judgment.

As reported in the Troubled Company Reporter on Jan. 20, 2012, the
Debtor won the signature of a bankruptcy judge in New York on an
order recognizing a court in Indonesia as having the company's
principal insolvency proceeding.

The Debtor relates that it has been unable to resolve the dispute
with Gramercy on Exchange and Tender Offer for its 8.75%
Guaranteed Senior Secured Notes Due 2013, which were issued by
Arpeni Pratama Ocean Line Investment B.V.

The stipulation also provides that the Foreign Representative and
Foreign Debtor, by agreeing to modify the Recognition Order, are
not consenting to service with respect to, and are not waiving any
claims, rights or defenses in connection with, any suit commenced
by Gramercy to resolve the Dispute, all of which the claims,
rights and defenses are expressly reserved.

                    About PT Arpeni Pratama

PT Arpeni Pratama Ocean Line Tbk -- http://www.apol.co.id/-- is
Indonesia's leading diversified shipping company, owning and
operating the largest fleet of Indonesian flagged dry bulk
vessels.  Arpeni operates a fleet of general-purpose specialist,
such as their tweendecker MV Alas, which is designed to transport
dry cargoes such as plywood and agricultural products.  As of
June 30, 2011, Arpeni operated 77 wholly-owned vessels and two
vessels under long term charters.

Arpeni filed for bankruptcy protection on Dec. 12, 2011, in the
U.S. to block a group of dissident note holders from torpedoing
its debt restructuring in Indonesia.  Fida Unidjaja, as PT
Arpeni's foreign representative, estimated $500 million to
$1 billion in assets and liabilities in the Chapter 15 petition
(Bankr. S.D.N.Y. Case No. 11-15691) for the company.  Judge Allan
L. Gropper oversees the Chapter 15 case.  Fida Unidjaja is
represented by Pedro A. Jimenez, Esq., and Ross Barr, Esq., at
Jones Day.

Arpeni sought U.S. court recognition of its proceeding before
the Commercial Court at the Central Jakarta District Court
as a foreign main proceeding.  PT Bank Central Asia Tbk., an
unsecured lender, commenced the Jakarta proceeding on Aug. 5,
2011, which Arpeni voluntarily joined.  On Aug. 24, 2011, the
Jakarta Court issued a temporary suspension of debt payment
decision, effectively staying actions on claims against the
Foreign Debtor for an initial period of 45 days.

Throughout the proceeding, Arpeni remained in possession of and
continued its business while it restructured its debt.

On Dec. 9, 2009, Arpeni announced an informal payment moratorium
with certain of its creditors pursuant to which Arpeni ceased
making payments of interest or principal.

The trustee under the indenture with respect to the U.S. Notes on
Sept. 6, 2011, had accelerated the U.S. Notes and demanded
performance by the Debtor of its obligations as guarantor under
the U.S. Notes Indenture.

In the Jakarta proceeding, the Debtor sought and obtained
approval of a composition plan from the requisite percentage of
its creditors participating in the plan pursuant to Indonesian
bankruptcy law.  In particular, the Composition Plan was approved
by approximately 95% of the Debtor's secured creditors and 80% of
the Debtor's unsecured creditors, in each case present and voting
at a hearing before the Indonesian Court on Nov. 1, 2011 and
holding claims that had been verified for inclusion in the
Foreign Proceeding.  As provided in the Composition Plan as
embodied in the Settlement Agreement, on Nov. 18, 2011, Arpeni
launched an exchange offer and tender offer.


RG STEEL: Environmentalists Want Stay Exception
-----------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that environmental
advocates asked a Delaware bankruptcy judge on Friday to allow an
appeal to go forward of a federal court decision that trimmed RG
Steel LLC's obligations to monitor contamination at its Sparrows
Point, Md., steel mill.

Bankruptcy Law360 relates that the Chesapeake Bay Foundation Inc.,
Blue Water Baltimore Inc. and several individuals filed a motion
to modify the automatic stay in RG Steel's bankruptcy case to
pursue the appeal to the Fourth Circuit, saying the appeal
qualifies for the "police powers exception" provided for in the
Bankruptcy Code.

                           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.


RITZ CAMERA: Wins Interim Approval to $20MM DIP Financing
---------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross on Monday gave interim approval to $20 million
in debtor-in-possession financing for Ritz Camera and Image LLC,
allowing the bankrupt retailer access to working capital as it
proceeds to shutter roughly half its stores in advance of a
Chapter 11 auction.

Judge Gross signed off on a slate of first-day motions, including
interim approval of the DIP facility and the use of cash
collateral, which the company said it will use to stabilize
operations, according to Bankruptcy Law360.

                         About Ritz Camera

Ritz Camera & Image LLC, the operator of 265 camera stores in 34
states as well as an Internet business, sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012.

Beltsville, Maryland-based Ritz Camera --
http://www.ritzcamera.com-- claims to be the largest camera and
image chain the U.S.  The Ritz Camera business, which has 1,960
employees, has returned to bankruptcy court to close unprofitable
stores.  Ritz Camera intends to shut 128 locations and cut its
staff in half.  Included in the closing are 10 locations in
Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

Attorneys at Cole, Shcotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

RCI estimated total assets and liabilities of $50 million to $100
million as of the Chapter 11 filing.


ROOMSTORE INC: Delays Fiscal 2012 Form 10-K Due to Bankruptcy
-------------------------------------------------------------
RoomStore, Inc., filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court of the Eastern District of Virginia, Case
No. 11- 37790-DOT, on Dec. 12, 2011.  RoomStore determined that it
was necessary and prudent to delay the filing of its annual report
on Form 10-K to focus on providing the required information and
making the necessary filings with the Bankruptcy Court in its
Chapter 11 proceeding and to focus on certain other business
matters.  Due to the nature of these undertakings and important
competing demands on Company management, the delay could not be
avoided without unreasonable effort and expense.

                        About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


RTW PROPERTIES: Aug. 10 Hearing on Continued Cash Collateral Use
----------------------------------------------------------------
The Bankruptcy Court set a hearing for Aug. 10, 2012, at 9:00 a.m.
to consider the request of RTW Properties LP to continue using the
cash collateral involving Arvest Bank.

When it filed for bankruptcy, the Debtor obtained the court's
signature on an Agreed Interim Order Granting and Conditioning
Debtor's Use of Cash Collateral.

A Chapter 11 plan for small businesses is due in the case by
Dec. 17.

Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.

The Debtor sought bankruptcy protection to deal with a $22 million
federal income tax lien.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


RUBICON FINANCIAL: Horizon Issues Shares After Deal Cancelled
-------------------------------------------------------------
Dial-A-Cup, Inc., a wholly owned subsidiary of Rubicon Financial
Incorporated, cancelled the Feb. 17, 2011, letter of intent to
merge with Horizon Exterior Technology, Inc.

Pursuant to the terms of the cancellation, Horizon has agreed to
issue the Company 100,000 shares of its common stock.

                           About Rubicon

Irvine, Calif.-based Rubicon Financial Incorporated is a financial
services holding company.  The Company operates primarily through
Newport Coast Securities, Inc., a fully-disclosed broker-dealer,
which does business as Newport Coast Asset Management as a
registered investment advisor and dual registrant with the
Securities and Exchange Commission and Newport Coast Securities
insurance general agency.

After auditing the 2011 results, Weaver Martin & Samyn, LLC, in
Kansas City, Missouri, expressed substantial doubt about Rubicon
Financial's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and had negative cash flows from operations.

The Company reported a net loss of $2.0 million for 2011, compared
with a net loss of $1.7 million for 2010.

The Company's balance sheet at March 31, 2012, showed $5.16
million in total assets, $4.79 million in total liabilities and
$362,683 total stockholders' equity.


SEMINOLE TRIBE: Fitch Raises Rating on $528-Mil. Bonds to 'BB+'
---------------------------------------------------------------
Fitch Ratings upgrades approximately $1.74 billion of Seminole
Tribe of Florida's (STOF) outstanding gaming division bonds and
term loans to 'BBB-' from 'BB+' and approximately $528 million of
STOF's special obligation bonds to 'BB+' from 'BB'.  STOF's Issuer
Default Rating (IDR) is also upgraded to 'BB+' from 'BB'.  The
Rating Outlook is Stable.

The upgrade of STOF's ratings reflects Fitch's increased level of
comfort about the tribe's governance practices since the agency
downgraded all of STOF's ratings out of investment grade in June
2010.  The 'BB+' IDR is still being weighed down somewhat by the
lack of an established track record of prudent governance
practices at the tribal level in the context of concerns
surrounding STOF's leadership history.  Other concerns being
incorporated into the IDR include:

  -- The expiration of the tribe's authority to operate table
     games in 2015;

  -- Possible legalization of expanded gaming in Florida (next
     session starts early 2013);

  -- The need to address the term loan bullet coming due March
     2014, and

  -- Gaming division management's employment contracts expiring
     May 2013.

Longer-term, STOF's operating profile can support an investment
grade IDR.  Further reduction in debt levels through amortization
and/or expansion of the gaming division's cash generation can
expedite an upgrade to 'BBB-'.

STOF's 'BB+' IDR, which is among the highest in Fitch's Native
American gaming universe, is largely supported by the gaming
division's:

  -- Strong competitive position in southeast Florida and monopoly
     in the Tampa area;
  -- Considerable market/geographic diversification relative to
     other tribal gaming credits;
  -- Solid credit metrics.

Governance

The downgrade in 2010 followed an issuance of a Notice of
Violation (NOV) letter to the tribe by the National Indian Gaming
Commission (NIGC).  The NOV cited the tribe's failure to comply
with the tribe's own bylaws and the Indian Gaming Regulatory Act
(IGRA) with respect to allocating gaming related revenues.

Since the downgrade, STOF has cured all of the violations cited in
the NOV and has entered into a Civil Fine Assessment (CFA)
agreement with the NIGC.  The tribe agreed to pay a $500,000 fine
and agreed to undergo three annual audits of its adherence to the
use of net gaming revenue provisions.  So far the tribe completed
two clean audits.  Importantly, STOF canceled its tribal council's
discretionary accounts, which historically increased the risk of
mismanaging gaming revenues with respect to RAP compliance.

Fitch views positively STOF's recent dedication to building and
maintaining cash and investment reserves at the tribal level.
Relative to the time of the downgrades, Fitch is less concerned
about the tribe's governance issues interrupting the gaming
operations or the flow of funds that secures the rated debt.

Due to the tight trustee controlled flow of funds, interruption in
debt service payments can only be caused by fraud at the gaming
division or trustee level or by the closure of the casinos by
regulators. (Flow of funds can also be shutoff prior to the
special obligation debt service being paid if debt service
coverage at the gaming enterprise declines below 2 times [x]).
The tribe covenants to maintain fidelity insurance to protect
against the possibility of fraud occurring that may prevent gaming
revenues from entering the trustee waterfall.

Closure risk is also manageable within the context of the ratings.
Fitch is aware of only ten Closure Orders from the NIGC and most
were triggered by tribes operating casinos without a compact.
There is one instance of a closure due to a leadership dispute and
another due to failure to maintain proper records and conduct
proper background checks.

Operating Profile

The tribe operates six major casinos throughout the state of
Florida, including two flagship Hard Rock branded properties in
Tampa and Hollywood.  STOF recently expanded its casino in Coconut
Creek adding 700 slot machines, 34 table games, a new parking
structure and additional amenities.  The Tampa Hard Rock is also
undergoing an expansion which will add 750 new slots and a 1,200
space parking structure by the end of this June.

STOF's gaming division operating performance has been resilient
through the 2008-2009 recession and the period of heavy expansion
of slot machines at the pari-mutuel facilities in the Miami-Dade
and Broward Counties (mostly in late 2006/early 2007 and late
2009/early 2010).  The resiliency can be largely attributed to
STOF's strong market position and the conversion to Class III
slots and addition of table games starting 2008.  Gaming
division's revenues exhibited strong uninterrupted growth over the
last five years with the exception of fiscal 2010, when revenues
were flat.

Per the 2010 compact with the state, the tribe has exclusivity to
Class III slots outside of Miami-Dade and Broward Counties through
2030.  Table game exclusivity applies to the entire state but the
tribe's authorization and exclusivity to operate table games
expires in 2015 unless renewed.

Competition

At present competition is limited to six pari-mutuel facilities
that offer Class III slots - three in Broward County and three in
Miami-Dade County.  Each facility is permitted to operate 2,000
slot machines and there were 6,389 slot machines in aggregate at
these facilities as of May 2012.  Two more facilities can
potentially open slot operations, including Dania Jai-Alai near
Ft. Lauderdale and Hialeah Park in Miami.

The pari-mutuels are at a competitive disadvantage relative to
STOF since they are taxed at 35% compared to STOF's 12% (on the
first $2 billion of revenue), do not offer table games and are
mandatorily non-smoking.  The tax rate was reduced to 35% from 50%
in 2010 when STOF's compact was ratified.

A more significant competitive threat is the possibility of the
state legislature expanding gaming in the state.  In 2011, two
nearly identical bills were filed proposing three integrated
casino resorts in Broward and Miami-Dade Counties.  The minimum
investment was set at $2 billion and the tax rate was initially
proposed at 10%.  Prior to going to committee in the 2012, session
the bills were pulled due to lack of support.  However, Fitch
expects similar proposals in the 2013 session since the initiative
is heavily lobbied for by commercial operators, especially Genting
Malaysia Berhad, which has purchased substantial prime land in
Miami for a mixed-use development.

Fitch believes there is a low likelihood that the integrated
resort proposal passes in the near-term since it faces heavy
opposition from STOF, the pari-mutuels, the Orlando theme-park
companies and other interest groups. If it eventually passes,
Fitch expects the impact on STOF's financial profile will be
manageable.  Per the compact agreement, STOF would be able to stop
making the compact fee payments from its Broward County casinos
(Hollywood Hard Rock and the non-branded casinos in Hollywood and
Coconut Creek) which account for about half of the gaming
division's revenues.  Other facilities in Immokalee, Tampa and
Brighton would not be directly impacted.

Credit Metrics And Liquidty

The gaming division's credit metrics remain strong and are
expected to improve as the tribe's debt amortizes and expansions
at Coconut Creek and Tampa ramp up.  STOF's leverage measured as
total debt (including special obligation bonds) divided by the
gaming division's LTM March 31, 2012 EBITDA is 2.1x.  Scheduled
principal amortization and interest coverage by EBITDA is 3.9x
(4.9x for the gaming division debt only) for the same period.

There is some room in the ratings for modest deterioration in the
credit metrics driven by mild recessionary pressures or additional
borrowing for capital projects.  At some point, Fitch expects that
STOF may seek to further expand its Hard Rock branded properties
in Tampa and Hollywood, as well as its Coconut Creek facility.

Cash levels are adequate at the casino and on the tribal
government side to absorb a minor cash flow shock.  However, STOF
does not have a revolving credit facility and the total available
liquidity is limited.  About half of STOF's debt is self-
amortizing but the tribe does have a $736 million term loan bullet
that is due in March 2014.  Also $367 million in outstanding
gaming division bonds issued in 2010 come due in 2017.  The
looming term loan maturity is a concern that is factored into the
ratings.

Security Specific Ratings

The one notch differential on the gaming division debt (includes
the bonds and the term loan) relative to the IDR and the
investment grade rating reflects:

  -- The additional debt incurrence test of 3.5x leverage for the
     senior lien gaming division debt (4.5x for total gaming
     division debt) and gaming division maximum annual debt
     service (MADS) coverage by EBITDA test of 3.0x. For covenant
     purposes, MADS is calculated by spreading bullet maturities
     over six years.

  -- The gaming division seniority in the casino revenue trustee
     guided waterfall relative to the special obligations bonds.

  -- The gaming division debt holders' ability to shut off the
     flow of funds at the gaming division level before
     distributions into the Governmental Distribution Fund are
     made if MADS coverage by EBITDA goes below 2x (3.4x as of
     March 31, 2012).  Money retained in the waterfall would go
     towards redeeming the gaming revenue debt with some carveouts
     for payments to the tribe to maintain critical governmental
     operations.

The special obligation bonds only have recourse to the funds
available in the Governmental Distribution Fund so there is risk
that the debt service on these bonds will not get paid if MADS
coverage goes below 2x on the gaming side.  The special obligation
bondholders do not have recourse to the tribe outside of the cash
in the Governmental Distribution Fund, which receives the flow of
funds monies through a trustee after the gaming division debt is
paid.  Money is released to the tribe from the Governmental
Distribution Fund once the debt service on the special obligation
bonds is paid.

The special obligation bonds' indenture has an additional debt
incurrence covenant stipulating that pari passu debt cannot exceed
15% of Available Revenues.

Fitch upgrades the following ratings:

Seminole Tribe of Florida

  -- IDR to 'BB+' from 'BB';
  -- $367 million gaming division bonds, series 2010A&B to 'BBB-'
     from 'BB+';
  -- $412 million gaming division bonds, series 2005A&B to 'BBB-'
     from 'BB+';
  -- $889 million term loan to 'BBB-' from 'BB+';
  -- $435 million special obligation bonds, series 2007A&B to
     'BB+' from 'BB';
  -- $94 million special obligation bonds, series 2008A to 'BB+'
     from 'BB'.


SLS CAPITAL: Luxembourg Firm Files in US Amid Missing Funds
-----------------------------------------------------------
Liquidators of Luxembourg based SLS Capital S.A. filed in
Manhattan, New York a petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-12707) to seek
recognition of proceedings in Luxembourg as "foreign main
proceeding".

Maitre Yann Baden, the liquidator and foreign representative,
estimated SLS Capital to have assets and debts of $100 million to
$500 million.

SLS was a financial services company whose primary business was
the issuance of bonds to persons residing outside the United
States.  In the operation of its business SLS had counterparties
and advisors in the United States and had significant assets held
in custodial asset and cash accounts in New York City. The assets
held in the United States were the primary collateral for the
bonds that SLS issued.

On June 4, 2009, the State Prosecutor in Luxembourg filed an
application in the District Court of and in Luxembourg (Case
Number L-6258/09), to wind up and order the liquidation of SLS, a
Luxembourg joint stock company, pursuant to Article 203 of the law
of 10 August 1915 of Luxembourg, as subsequently amended.

On Oct. 1, 2009, the Luxembourg Court ordered the dissolution of
SLS and placed SLS into liquidation "declar[ing] applicable those
legal provisions pertaining to the liquidation of a bankruptcy"
and "appoint[ing] as magistrate in bankruptcy [Supervising Judge]
Mrs. Carole BESCH, judge with the Luxembourg Court, and
designat[ing] as liquidator Maitre Yann BADEN, lawyer residing in
Luxembourg. . . ."

The liquidator says that there is need for U.S. recognition of the
Luxembourg proceeding.  As part of the process of marshaling SLS's
assets and paying SLS's debts, the SLS Liquidator seeks to
investigate the disappearance of SLS's assets including assets
held in custodial accounts and to pursue such actions as are
appropriate in order to recover SLS's assets and/or seek damages
from culpable third parties.


SOLYNDRA LLC: Court OKs Sept. 29 Loan Termination Date Extension
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Solyndra LLC, et al., to:

   -- extend until Sept. 29, 2012, extension of the commitment
      termination date; and

   -- increase the amount of borrowing available from $4 million
      to $7 million.

As reported in the Troubled Company Reporter on May 23, 2012, the
commitment termination date under the final order was June 2, and
the extent of financing available to the Debtors was $4 million.

The Debtors proposed to borrow additional funds consistent with
the increased DIP commitment and to make disbursements through the
proposed extended commitment termination date.

The Debtors were soliciting consent to the proposed extended
commitment termination date and increase commitment from their
principal secured lenders, Argonaut Ventured, L.L.C., as
prepetition tranche A term loan facility representative and
prepetition tranche E agent, and the United States Department of
Energy, as prepetition tranche B/D agent.

A full-text copy of the terms of the amendment is available for
free at http://bankrupt.com/misc/SolyndraLLC_dipfinancingext.pdf

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SONIC AUTOMOTIVE: Moody's Affirms B1 CFR, Rates $200MM Notes B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Sonic
Automotive, Inc.'s proposed $200 million senior subordinated notes
due 2022, and affirmed the company's B1 Corporate Family and
Probability of Default ratings. The outlook is stable.

Proceeds from the proposed note issue will be used to repay
Sonic's $135 million 5% senior unsecured convertible notes due
2029 (not rated), fund share repurchases for the variable portion
above the par amount of the convertible notes, including assumed
tender premium, and transaction fees and expenses.

The B3 rating on the proposed senior subordinated notes -- two
notches below the company's Corporate Family Rating -- largely
reflects the instruments legal subordination to the company's $175
million ABL facility and syndicated floor plan facility, and first
lien mortgage notes related to its dealership properties.

The affirmation of Sonic's B1 Corporate Family Rating considers
that the proposed transaction will eliminate the risk of the
senior unsecured convertible notes due 2029 being put back to
Sonic in October 2014. Holders of these notes have the right to
require Sonic to purchase the convertible notes for cash at that
time. Additionally, the affirmation considers that despite the
slight increase in leverage and interest costs resulting from the
transaction, pro forma debt/EBITDA at 4.7 times remains well below
the 5.25 times rating debt/EBITDA level that could trigger a
downgrade, and above the 4.5 times debt/EBITDA trigger for an
upgrade.

New rating assigned:

Proposed $200 million senior subordinated notes due 2022 at B3
(LGD 6, 90%)

Ratings affirmed and LGD point estimates adjusted:

Corporate Family Rating at B1

Probability of Default Rating at B1

$210 senior subordinated notes at B3 (to LGD 6, 90% from LGD 6,
94%)

Ratings Rationale

In addition to benefits afforded by the proposed transaction,
Sonic's B1 Corporate Family Rating considers Moody's expectation
of further revenue and earnings growth, the company's brand
diversity and broad product offering which span across almost all
of the major Asian, German and domestic auto brands, and the
contribution from Sonics' parts and service and finance and
insurance segments, which help reduce its reliance on new car
sales. While only 18% of Sonics' revenues come from its parts and
service and finance and insurance segments, these segments account
for about 66% of the company's consolidated gross margin.

Key rating concerns include the company's exposure to
macroeconomic conditions which Moody's expects will continue to
have a significant impact on overall new car sales. Currently, the
environment for new car sales has been favorable, and Moody's
expects this trend to continue in the foreseeable future. However,
this trend can change both on a national and/or local basis at any
time and negatively impact new car sales which in turn could have
an unfavorable short-term and/or long-term impact on Sonic's
earnings.

The stable rating outlook reflects Moody's view that while the
rating agency expects Sonic's earnings will continue to benefit
from current new car sales demand and a high degree of operating
leverage, Moody's believes some uncertainty exists with respect to
Sonic's ability to achieve and maintain debt/EBITDA at or below
4.5 times and EBIT/interest of 2.5 times (2.2 times on a pro forma
basis) -- the triggers required for an upgrade -- over the longer-
term, particularly given the automotive retailing sector's
exposure to changes in macroeconomic conditions. Separately,
ratings could be lowered if Sonic's operating performance were to
weaken or if financial policy were to become aggressive such that
debt/EBITDA rose above 5.25 times or if EBIT/Interest approached 2
times.

The principal methodology used in rating Sonic Automotive was the
Global Automotive Retailer Industry Methodology published in
December 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.

Sonic Automotive, headquartered in Charlotte, NC, is a leading
auto retailer with 118 stores representing 135 franchises, and
annual revenues of around $8 billion.


SOUTH MOUNTAIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: South Mountain Property Enterprises, LLC
        3 Friends Lane
        Suite 202
        Newtown, PA 18940

Bankruptcy Case No.: 12-15977

Chapter 11 Petition Date: June 21, 2012

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com

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

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

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

The petition was signed by John J. McGrath, Jr., managing member.


SOUTHEAST HOUSING: Moody's Cuts Rating on Revenue Bonds to 'Ba1'
----------------------------------------------------------------
Moody's has downgraded the rating on $451,700,000 of outstanding
Southeast Housing, LLC'S Taxable Military Housing Revenue Bonds,
Series 2007 Class I Bonds to Ba1 from Baa3. The outlook is
negative.

Rating Rationale

The rating rationale is that despite a project rescope and
financial restructuring last year, the project displays weak
financial performance. The financial restructuring of the project
is still in process, and it is contemplated that additional bonds
may be redeemed using proceeds of two property sale dispositions
at Key West and Jacksonville bases. Moody's analyzed several
scenarios where sale disposition proceeds were used to redeem
debt. If the restructuring and rescope are completed as planned,
the project will likely perform in line with other military
housing credits in this rating category.

Credit Strengths

* Revised rescope is nearing completion with only two units to
   renovate and approximately 110 units left to demolish

* Potential financial restructuring from the sale of land and
   bond redemptions before the end of the initial development
   period (IDP) in November 2013 will reduce debt service on the
   bonds and increase debt service coverage

* Occupancy has improved from 87.7% in 2010 to 93.5% in 2011

* Several bases are essential, which limits the risk of base
   closure or significant downsizing

* Project has debt service reserve fund provided by a surety
   bond by National Public Finance Guarantee Corporation (rated
   Baa2/NEG)

Credit Challenges

* Moody's calculated debt service coverage from audited
   financial statements for the year ending in 2011 show 1.03x
   debt service coverage. This calculation is based on asset and
   management incentive fees subordinated to debt service,
   demolition costs above the line, and includes capitalized
   interest.

* Low BAH increase of 0.92% for 2012 and decrease of 3.67% for
   2011

* Future financial performance is contingent upon sale of land
   at Key West and Jacksonville and subsequent debt restructuring
   consented to by bondholders

* The project is subject to real estate risks, including
   competition from surrounding real estate.

Outlook

The outlook on the bonds is negative due to the uncertainty
surrounding the execution of the sale of disposition properties
and subsequent financial restructuring. The project has already
been able to successfully redeem $75,000,000 of Class I bonds and
believes there is a likelihood the project will be able to
complete the financial restructuring. The negative outlook is also
due to the soft real estate markets surrounding the bases. The
economic downturn has significantly reduced the home prices and
created strong competition for on-base housing.

What could change the rating UP:

- Increase in debt service coverage

- Improvement in occupancy rates and BAH increases

What could change the rating DOWN:

- Decline in debt service coverage

- Significant troop population changes at one or more of the
   project's bases

Principal Methodology

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


SPRINT NEXTEL: Virgin Mobile Selling Contract-Less iPhone
---------------------------------------------------------
One of Sprint Nextel Corporation's prepaid brands, Virgin Mobile
USA, will offer Apple Inc.'s iPhone without a contract beginning
on June 29.  iPhone 4 on Virgin Mobile will cost $549.99 for the
8GB model, and iPhone 4S will be $649.99 for the 16GB model.  Any
iPhone devices sold by Virgin Mobile will count toward Sprint's
current unit commitment under the existing agreement with Apple.
Sprint expects that bringing the iPhone to Virgin Mobile should
have no material impact to Adjusted OIBDA in 2012.

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at March 31, 2012, showed
$50.61 billion in total assets, $40.02 billion in total
liabilities, and $10.59 billion in total shareholders' equity.

                            *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes. The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire. All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

Fitch Ratings has assigned ratings to Sprint's $2 billion notes
offering.  This includes a 'BB/RR2' rating to the junior
guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the
unsecured senior notes due 2017.


SPRINT NEXTEL: Dodge & Cox Holds 10.3% of Series 1 Common Shares
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Dodge & Cox disclosed that, as of May 31,
2012, it beneficially owns 307,414,528 common shares - series 1 of
of Sprint Nextel Corporation representing 10.3% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/q96th5

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at March 31, 2012, showed
$50.61 billion in total assets, $40.02 billion in total
liabilities, and $10.59 billion in total shareholders' equity.

                            *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes. The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire. All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

Fitch Ratings has assigned ratings to Sprint's $2 billion notes
offering.  This includes a 'BB/RR2' rating to the junior
guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the
unsecured senior notes due 2017.


TRAINOR GLASS: Has Access to Cash Collateral Until July 11
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended Trainor Glass Company's authorization to: (a) use cash
collateral; (b) incur postpetition debt; and (c) grant adequate
protection and provide security and other relief to First Midwest
Bank.

The Court ordered that the definition of the termination date in
the final cash collateral order/DIP financing order is amended to
read as:

   At the prepetition lender's election, the earlier to occur of:
   (a) the date on which postpetition lender provides, via
   facsimile or overnight mail, written notice to counsel for the
   Debtor and counsel for the Committee of the occurrence of an
   event of default; and (b) July 11, 2012, unless the
   postpetition lender will have agreed in writing to a budget
   providing for the use of the cash collateral beyond July 11,
   2012.

Under the final cash collateral/DIP financing order, as amended by
order dated May 10, 2012, the Debtor's access to the cash
collateral is set to expire on June 6.

First Midwest Bank, in its capacity as Postpetition Lender, has
agreed to a further amended and supplemental budget which runs
through the week ending June 29.

                       About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Hires William Black as Local North Carolina Counsel
------------------------------------------------------------------
Trainor Glass Company asks for permission from the U.S. Bankruptcy
Court to employ William M. Black, Jr., and the partners,
associates and paralegals of the law firm of William M. Black, Jr.
Attorneys as local North Carolina counsel.

The Debtor requires Black to render all lien-related services for
these construction projects:

   (a) Duke Cancer Center Quiet Room (Durham, North Carolina);
   (b) Project Green (Whitsett, North Carolina);
   (c) all other legal services for the Debtor related to the
       review, preparation recording and perfection of liens on
       the construction projects.

The Debtor believes that the amount of outstanding claims to be
served with lien notices may total nearly $500,000 with a net
balance to the Debtor of approximately $230,000.

The firm's rates are:

         Personnel                  Rates
         --------                   -----
      William M. Black, Jr.     $210 per hour
      Pat A. Cook               $210 per hour

William M. Black, Jr., the owner and principal of Black, attests
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                       About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRONOX INC: Expert Says Firm Was Bankrupt at Time of IPO
--------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a Tronox Inc.
solvency expert took the stand Monday in a trial in which the
pigment maker is suing ex-parent Kerr-McGee Corp. over legacy
environmental liabilities it says sent it into bankruptcy,
testifying that Tronox was insolvent following its 2005 initial
public offering.

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


VCR I: Voluntary Chapter 11 Case Summary
----------------------------------------
Debtor: VCR I, LLC
        559 Bozeman Rd
        Madison, MS 39110

Bankruptcy Case No.: 12-02009

Chapter 11 Petition Date: June 21, 2012

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Edward Ellington

Debtor's Counsel: Robert Rex McRaney, Jr., Esq.
                  MCRANEY & MCRANEY
                  P.O. Drawer 1397
                  Clinton, MS 39060
                  Tel: (601) 924-5961
                  Fax: (601) 924-1516
                  E-mail: mcraneymcraney@bellsouth.net

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Pradeep Raj Rai, manager.


VHGI HOLDINGS: Scott Haire Resigns as Board Chairman and CFO
------------------------------------------------------------
Scott A. Haire informed VHGI Holdings, Inc., that he would be
resigning from his positions as a member and chairman of the
Company's Board of Directors and as the Company's Chief Financial
Officer.  His resignation was effective as of May 25, 2012.

                         About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from the following business segments: (a)
precious metals (b) oil and gas (c) coal and (d) medical
technology.

For 2011, Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah,
expressed substantial doubt about VHGI Holdings' ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred substantial losses and has a working
capital deficit.

The Company reported a net loss of $5.43 million on $499,600 of
revenues for 2011, compared with a net loss of $1.67 million on
$482,300 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.22 million
in total assets, $9.12 million in total liabilities, and a
stockholders' deficit of $1.90 million.


VITRO SAB: Bondholders Opposing Expedited Circuit Appeal
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB bondholders told the U.S. Court of Appeals
in New Orleans Monday that Mexican glassmaker should be denied an
expedited appeal from a ruling by the bankruptcy judge on June 13
refusing to enforce the Mexican reorganization plan in the U.S.

The report recounts that the bankruptcy judge in Dallas ruled that
the Mexican reorganization violated U.S. law and public policy by
reducing the liability of non-bankrupt Vitro subsidiaries on their
guarantees of $1.2 billion in defaulted bonds.  The bankruptcy
judge recommended that the 5th Circuit permit a direct appeal to
avoid an intermediate appeal in the federal district court in
Dallas.

According to the report, the bondholders are opposing an expedited
appeal even though they may soon be able to start seizing assets
of Vitro and its subsidiaries.  Bondholders argue that the
subsidiaries can file their own bankruptcies to avoid having their
assets attached.  The bondholders want the usual 30 days to file
their brief on appeal after Vitro submits its papers. Vitro would
have the bondholders brief filed within 10 days.

Mr. Rochelle notes that in deciding that the Vitro reorganization
won't be enforced in the U.S., the bankruptcy judge in Dallas said
his ruling won't take effect until June 29.  After that, any
injunction halting seizure of assets must be granted by an
appellate court, the bankruptcy judge said.  There will be a
hearing in district court on June 28 to decide whether bondholders
will be precluded from seizing assets while the case is processed
in the appeals court.

The appeal is Vitro SAB de CV v. Ad Hoc Group of Vitro
Noteholders (In re Vitro SAB de CV), 12-90055, 5th U.S. Circuit
Court of Appeals (New Orleans). Vitro's motion in district court
for a stay pending appeal is In re Vitro SAB de CV, 11-3554,
U.S. District Court, Northern District of Texas (Dallas). The
suit in bankruptcy court where the judge decided not to enforce
the Mexican reorganization in the U.S. is Vitro SAB de CV v. ACP
Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S. Bankruptcy
Court, Northern District of Texas (Dallas).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.  In
December, the U.S. Trustee in Dallas filed a motion to convert the
subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said US$5.1 million in bills were
run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


VNSD INC: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: VNSD, Inc.
        218 N Washington Ave
        Bergenfield, NJ 07621

Bankruptcy Case No.: 12-25799

Chapter 11 Petition Date: June 21, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Robert L. Sweeney, Esq.
                  141 Main Street, 2nd Floor
                  Hackensack, NJ 07601
                  Tel: (201) 488-0182
                  Fax: (201) 488-3463
                  E-mail: rsweeneylaw@aol.com

Scheduled Assets: $1,500,000

Scheduled Liabilities: $2,559,122

A copy of the Company's list of its 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/njb12-25799.pdf

The petition was signed by Peter Darakjian.


WASHINGTON MUTUAL: JPMorgan Wins Interim OK for $4M Settlement
--------------------------------------------------------------
Kelly Rizzetta at Bankruptcy Law360 reports that JPMorgan Chase
Bank NA earned preliminary approval Monday for a $4 million
settlement that lays to rest a Pennsylvania class action accusing
Washington Mutual Inc. of collecting kickbacks in return for
referring borrowers to certain private mortgage insurers.

If the proposed settlement wins final approval this fall, it would
close the book on a five-year-old lawsuit left over from
JPMorgan's 2008 acquisition of WaMu following its seizure by the
Federal Deposit Insurance Corp., according to Bankruptcy Law360.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WHITE ELEPHANT TRADING: SEC Sues Over Astrology-Based Ponzi Scheme
------------------------------------------------------------------
The Securities and Exchange Commission on June 21 charged that a
former broker in Orlando, Fla., defrauded investors in an
astrology-based Ponzi scheme.

The SEC alleges that Gurudeo "Buddy" Persaud lured family,
friends, and others into investing in his firm, White Elephant
Trading Company LLC, by falsely guaranteeing their money would be
safe and yield lofty returns ranging from 6% to 18%.  Persaud told
investors he would invest in the debt, stock, futures, and real
estate markets, but did not reveal that his trading strategy was
based on his belief that markets are affected by gravitational
forces.

According to the SEC's complaint filed in U.S. District Court for
the Middle District of Florida, Persaud used investors' money to
make payments to other investors, the hallmark of a Ponzi scheme.
Persaud also lost $400,000 of investor funds through his trading
and diverted at least $415,000 to pay for his personal expenses,
the SEC alleged.  The same month Persaud began receiving investor
money, he started using some of that money for his personal
expenses. The SEC said that Persaud created phony account
statements to hide his trading losses and give investors a false
sense of security.

"Persaud preyed on people who trusted him by promising high and
steady returns while hiding his unconventional trading strategy,"
said Eric I. Bustillo, Director of the SEC's Miami Regional
Office. "When Persaud blatantly lied to investors and hid their
losses through a Ponzi scheme, he should have known that an SEC
enforcement action was in the stars."

Persaud was a registered representative at a Florida-based broker-
dealer but separately operated the now-inactive White Elephant,
starting in mid-2007.  In all, Persaud raised more than $1 million
from at least 14 investors between July 2007 and January 2010.

The SEC alleges that in making trading decisions, Persaud chiefly
relied on an Internet service that provided directional market
forecasts based on lunar cycles and gravitational pull.  Persaud's
strategy was premised on the idea that gravitational forces affect
mass human behavior, and in turn, the stock market.  For example,
Persaud believed that when the moon exerts greater gravitational
pull on the Earth, people feel dejected and are more inclined to
sell securities.

The SEC's complaint seeks disgorgement of ill-gotten gains,
financial penalties, and injunctive relief against Persaud to
enjoin him from future violations of the federal securities laws.

The SEC's investigation was conducted in the Miami Regional Office
by Senior Counsel Rachel K. Paulose and Accountant Karaz S. Zaki
under the supervision of Assistant Regional Director Elisha L.
Frank, with assistance from examiners Anson Kwong and Brian H.
Dyer, Examination Manager George Franceschini, Assistant Regional
Director Nicholas A. Monaco, and Associate Regional Director John
C. Mattimore.  Amie Riggle Berlin will lead the SEC's litigation.


WSG RIVERVIEW: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: WSG Riverview, LP
        400 Arthur Godfrey Road, Suite 200
        Miami, FL 33140

Bankruptcy Case No.: 12-13888

Chapter 11 Petition Date: June 21, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Brian F. Kenney

Debtor's Counsel: Christopher A. Jones, Esq.
                  WHITEFORD TAYLOR & PRESTON, LLP
                  3190 Fairview Park Drive, Suite 300
                  Falls Church, VA 22042
                  Tel: (703) 280-9263
                  Fax: (703) 280-8942
                  E-mail: cajones@wtplaw.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 eight largest unsecured
creditors is available for free at
http://bankrupt.com/misc/vaeb12-13888.pdf

The petition was signed by Eric Sheppard.

Previous Chapter 11 filings by related entities:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
ATL 2130 LP                            11-76017   09/06/11
WSG Charlottesville, LLC               12-12785   05/01/12
WSG Dulles GL, LLC                     12-11151   02/23/12
WSG Dulles, L.P.                       12-11149   02/23/12
WSG Trace Fork, L.P.                   12-11756   03/16/12


ZALE CORP: Incurs $4.5 Million Net Loss in April 30 Quarter
-----------------------------------------------------------
Zale Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.52 million on $445.17 million of revenue for the three
months ended April 30, 2012, compared with a net loss of $8.99
million on $411.84 million of revenue for the same period during
the prior year.

The Company reported a net loss of $7.56 million on $1.45 billion
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $79.66 million on $1.36 billion of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed
$1.22 billion in total assets, $1.01 billion in total liabilities
and $202.13 million in total stockholders' investment.

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

                        http://is.gd/FFTDiv

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/


* State SFAs Respond to Decline in Single Family Bond Issuance
--------------------------------------------------------------
State housing finance agencies (HFA) are responding in a number of
new ways as single family bond issuance has declined substantially
since 2009, says Moody's Investors Service, which has recently
issued three distinct reports on state HFAs.

"With conventional mortgage rates at 40-year lows, HFAs are not
able to offer competitive single family mortgage loan products
utilizing their traditional financing method of issuing mortgage
revenue bonds, and are now turning to the secondary mortgage
market," said Moody's Eileen Hawes, author of one of the reports,
"Secondary Market Funding Strategies Buoy State HFAs' Growth But
Add to Their Risks."

The secondary market, including the To Be Announced (TBA) program,
was established in the 1970s for the forward trading of mortgage-
backed securities, creating parameters under which mortgage pools
can be considered fungible and thus do not need to be explicitly
known --"To Be Announced" -- when a trade is initiated.

"The approach is positive but there could be challenges if they
are not properly managed," said Ms. Hawes. "The secondary market
may also expose HFAs to potential interest rate risk in the event
the market shifts adversely against the hedges executed in
secondary market trades."

If current trends continue, Moody's also foresees an increasing
number of HFA single family programs entering run-off, as the
number of bonds outstanding are reduced over time due to the lack
of new issuance.

"While certain risks may increase as programs run off, we believe
the programs will maintain stable credit quality during run-off,"
said Moody's VP-Senior Credit Officer William Fitzpatrick. "Their
structure allows them to become stronger as no new mortgages are
added, and we expect that HFA financial management teams will
continue to make decisions that support credit quality."

Mr. Fitzpatrick is the author of the special comment, "State
Housing Finance Agency Single Family Programs in Run-off Likely to
Maintain Credit Quality. "

In the past several years, state HFAs have also sought new bond
structures to help facilitate the replacement of expiring
liquidity contracts for variable rate demand bonds (VRDBs).

"These structures include floating-rate notes, direct purchase
notes, direct loans, and index floaters and all carry many of the
same risks as VRDBs, including interest rate risk, renewal risk,
and the risk of bond acceleration due to an event of default,"
said Moody's VP - Senior Analyst Rachael McDonald, author of the
third report, "Availability of Floating-Rate Debt Structures a
Benefit for State Housing Finance Agencies."

"However, they do not allow for optional tenders which eliminates
remarketing risk, one of the key risks inherent with VRDBs," said
Ms. McDonald. "While we view all variable rate debt, including
these structures, as riskier than fixed rate bonds, the
alternative structures are a potential credit positive for HFAs if
they are used to replace traditional VRDB structures."


* US Manufacturers' Cash Piles Decline as Acquisitions Ramp Up
--------------------------------------------------------------
US manufacturing corporate cash holdings declined 23% in 2011 as
spending on acquisitions and shareholder initiatives ramped up,
says Moody's Investors Service in a new special comment titled,
"US Manufacturing Industry: Cash Pile Declines As Spending on
Shareholder Returns and Acquisitions Surges."

"Spending on acquisitions and shareholder returns has outpaced
capital expenditures by the manufacturing industry, with little
impact on credit quality," said Edwin Wiest, a Moody's Vice
President -- Senior Analyst and author of the report. "Share
repurchases tripled in value during 2011, and dividend payments
jumped by 20%."

Investment-grade issuers held 75% of cash held by manufacturers at
the end of 2011. While that was comparable to the 77% they held of
total corporate cash, holdings are down 27% from the previous
year, says Moody's.

The report's findings are based on an analysis of the cash
holdings of 80 rated manufacturers. General Electric Company (Aa3
stable) experienced by far the largest cash decline in dollar
terms during 2011. But GE's decline in cash was largely due to
energy-related acquisitions rather than efforts to boost
shareholder returns.

Other manufacturers that saw cash declines in excess of $1 billion
were 3M (Aa2 stable), Danaher Corporation (A2 stable) and Tyco
International Ltd., the guarantor of Tyco International Finance
S.A. (A3 under review).

Despite these outflows among manufacturers, Mr. Wiest says
liquidity generally remains strong and operating cash flow-to-debt
metrics are still healthy. Moody's outlook on the heavy
manufacturing/capital goods sector is positive, while the
diversified manufacturing sector outlook is stable.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact:             1-240-629-3300

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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