TCR_Public/120709.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, July 9, 2012, Vol. 16, No. 189

                            Headlines

10 MAPLE ASSOC: Assets Not Encumbered by Sonoma Valley Loan
11027 LEOPARD: Case Summary & 7 Largest Unsecured Creditors
AMERICAN NATURAL: Inks Financing Term Sheet for $3MM Debentures
AMERICAN PATRIOT: Annual Meeting of Shareholders Set for Aug. 31
AMG CAPITAL: Fitch Affirms Securities Rating at 'BB-'

ANCHOR BANCORP: Three Directors Resign from Board
ARTE SENIOR LIVING: Files for Chapter 11 in Phoenix
AS SEEN ON TV: Closes APA of AsSeenOnTV.com for $2.7 Million
ASARCO LLC: Union Pacific Fights Bid for Additional Cleanup Fees
BASE HOLDINGS: Dallas Court Orders Trial in Lease Dispute

BAYOU GROUP: Goldman Loses Appeal of $20.5MM Arbitration Award
BIOZONE PHARMACEUTICALS: Issues $455,274 Convertible Notes
BONDS.COM GROUP: Hikes CFO's Annual Salary to $225,000
BON-TON STORES: 71.1% of Outstanding Old Notes Validly Tendered
BRAD C. HOKE: Case Summary & 18 Largest Unsecured Creditors

CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off
CASA DE LUNA: Case Summary & 8 Largest Unsecured Creditors
CASTLEVIEW LLC: Case Summary & 3 Largest Unsecured Creditors
CDC CORP: Files First Amended Chapter 11 Plan, Disclosures
CEMEX SAB: Fitch Rates Proposed $500MM Senior Notes at 'B+/RR3'

CHARLES M. BREWER: Case Summary & 20 Largest Unsecured Creditors
CHINA TEL GROUP: Ironridge Global Discloses 9.9% Equity Stake
CLAMAR ENTERPRISES: Voluntary Chapter 11 Case Summary
CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
CONSTELLATION BRANDS: Fitch Affirms 'BB+' LT Issuer Default Rating

CORD BLOOD: Issues $1.2 Million Convertible Note to Tonaquint
COUNTRYWIDE FIN'L: Allegedly Used Loan Program to Sway Congress
COWBOY CIAO: Restaurant Files for Chapter 11 Bankruptcy Protection
CULLIGAN INT'L: Bank Debt Trades at 16% Off in Secondary Market
DAVID KIRCHER: Failure to Amend Plan Prompts Chapter 7 Conversion

DAVINCI ESTATES: Voluntary Chapter 11 Case Summary
DELTA PETROLEUM: Wins Court Approval of Disclosure Statement
DELTATHREE INC: Inks Banking Services Pact with Int'l Bancard
DEWEY & LEBOEUF: Wants to Pay Up to $700K in Bonuses to Employees
DEWEY & LEBOEUF: Wants to Hire Firm to Liquidate Frankfurt Office

DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market
DIGITAL REALTY: Fitch Rates $453MM Redeemable Stock at 'BB+'
DRINKS AMERICAS: Hubert Millet Resigns from Board of Directors
DYNEGY HOLDINGS: To Present Plan for Confirmation Sept. 5
DYNEGY HOLDINGS: Town of Newburgh Seeks Tax Payments

DYNEGY INC: Follows Units in Chapter 11 to Set Stage for Merger
DYNEGY INC: U.S. Trustee Opposes Merger
EK HOSPITALITY: Voluntary Chapter 11 Case Summary
EMPIRE RANCH: Case Summary & 20 Largest Unsecured Creditors
EMPIRE RESORTS: Exercise Period Under Option Pact on Dec. 21

EP LINCOLN: Voluntary Chapter 11 Case Summary
EP PROVIDENCE: Case Summary & 10 Largest Unsecured Creditors
GAMETECH INTERNATIONAL: Case Summary & Creditors List
GARLOCK SEALING: Asbestos Claimants Seek Sanctions Against Firm
GENWORTH FINANCIAL: Moody's Assigns '(P)Ba1' Sub. Debt Rating

GREAT OAKS: Voluntary Chapter 11 Case Summary
GULF COLORADO: Case Summary & 20 Largest Unsecured Creditors
HAMILTON BROKERAGE: Voluntary Chapter 11 Case Summary
HAWKER BEECHCRAFT: Bank Debt Trades at 42% Off in Secondary Market
HEALTH CARE REIT: Fitch Rates $1-Bil. Preferred Stock at 'BB+'

HOMELAND SECURITY: YA Global Forbearance Extended to Aug. 31
HORIZON LINES: Board Grants CEO 3-Mil. Restricted Stock Units
HOSPITAL AUTHORITY OF CHARLTON: Ch. 9 Dismissed, Not Converted
INDYMAC BANCORP: Officers Settle Class Suit for $6.5 Million
JOHN L SMITH: Failed Investments May Result in Bankruptcy Filing

KLAL INC.: Case Summary & 3 Largest Unsecured Creditors
KSK PLAZA: Case Summary & 6 Largest Unsecured Creditors
KV PHARMACEUTICAL: FDA Issues Further Guidance About Makena
LANDAMERICA 1031: 4th Cir. Affirms Ruling in Suit v. SunTrust
LANDAMERICA FINANCIAL: Commonwealth to Pay $11MM to Settle Suit

LAPOUR GRAND: To File for Chapter 11 Bankruptcy to Foil Receiver
LEE'S FORD DOCK: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Court Keeps Objection to JPMorgan Claim Intact
LEHMAN BROTHERS: Asks for Flexibility in ADR Procedures
LEHMAN BROTHERS: Opposes Agostini Trust's Bid to Recover Property

LEHMAN BROTHERS: Opposes MM 156's $76-Mil. Loss of Profit Claim
LEHMAN BROTHERS: AIG Says License Agreement Not a Lease
LEHMAN BROTHERS: Objects to Laurel Cove, Logan Hotels Claims
LEVEL 3: Board of Directors Modifies Committees Membership
LON MORRIS COLLEGE: Case Summary & 20 Largest Unsecured Creditors

MAH PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
METRO TOWER: Case Summary & 4 Largest Unsecured Creditors
MICHIGAN FINANCE: Moody's Confirms 'Ca' Rating on 20-B Bonds
MONTECITO AT MIRABEL: Files for Chapter 11 in Phoenix
MONTGOMERY BANK: Closed; Ameris Bank Assumes All Deposits

MORGAN'S FOODS: Posts $39,000 Net Income in May 20 Quarter
MOTORS LIQUIDATION: Court OKs Amendment to GUC Trust Agreement
NEDAK ETHANOL: In Default Under Arbor Bank Loan Agreement
N.F.K.A. CORP: Case Summary & 20 Largest Unsecured Creditors
OCEANSIDE YACHT: Case Summary & 20 Largest Unsecured Creditors

OPTIMUMBANK HOLDINGS: Amends Stock Purchase Pact with M. Gubin
PLAZA LATINA: Case Summary & 7 Largest Unsecured Creditors
QUALITY DISTRIBUTION: To Issue 2MM Shares Under Incentive Plan
RALPH ROBERTS: Court Wants Amendment to Plan Outline
RANDI'S INC: Court Denies Approval of Chapter 11 Plan

RESIDENTIAL CAPITAL: Files Schedules of Assets & Liabilities
RESIDENTIAL CAPITAL: GMAC Mortgage Files Schedules
RIVER GLIDER: Case Summary & 20 Largest Unsecured Creditors
RIVIERA HOLDINGS: Moodys Cuts CFR to 'Caa2'; Outlook Negative
ROTECH HEALTHCARE: Carter to Retire as President & CEO Dec. 31

SAFENET INC: Cancelled Dividend No Impact on Moody's 'B2' CFR
SANKO STEAMSHIP: Chapter 15 Case Summary
SANTA YSABEL: Has Green Light to Pay Wages & Other Bills
SANTA YSABEL: Case Summary & 18 Largest Unsecured Creditors
SDA INC: Strauss Auto Closes Stores, to File Liquidating Plan

SEARS HOLDINGS: Edward Lampert Discloses 61.8% Equity Stake
SHANTA CORP: Required to File Amendment to Plan Outline July 6
SHILLING PIPE: Case Summary & 20 Largest Unsecured Creditors
SKINNY NUTRITIONAL: J. Arsenault Succeeds D. McDonald as CFO
SOLUTIA INC: Moody's Lifts Rating on Sr. Unsecured Notes From B1

SOUTH EDGE: Meritage Action Should Be Heard in Nevada
SPIRIT MOUNTAIN: Case Summary & 10 Largest Unsecured Creditors
STANCORP FIN'L: Fitch Keeps 'BB+' Rating on Jr. Subordinated Debt
SYNIVERSE HOLDINGS: Moody's Alters Ratings Outlook to Stable
TALON THERAPEUTICS: Amends Investment Pact with Warburg, et al.

TEJAL INVESTMENT: Voluntary Chapter 11 Case Summary
THINES LLC: M&T Bank Has $726,800 Secured Claim
TRANS ENERGY: Seven Directors Elected at Annual Meeting
TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
VALENCE TECHNOLOGY: Carl Warden Extends Debt Maturity to July 31

VUZIX CORP: LC Capital Discloses 14.8% Equity Stake
VUANCE LTD: Posts $105,000 Net Income in First Quarter
WEST END FINANCIAL: Judge Cuts Robinson Brog, Arent Fox Fees
WESTERN BRIDGE: Closes Doors; NCUA's Resolution Plan Proceeds

* Bankruptcy Filings Slide In 1st Half Of 2012, Report Says
* McGuireWoods' Cox Jumps to Bradley Arant's Charlotte Office

* BOND PRICING -- For Week From July 2 to 6, 2012

                            *********

10 MAPLE ASSOC: Assets Not Encumbered by Sonoma Valley Loan
-----------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky ruled that the two deeds of
trust executed by an officer of 10 Maple Associates LLC to
encumber the company's assets to secure that officer's personal
loan with Sonoma Valley Bank were not enforceable by the bank due
to lack of consideration and known lack of authority of the
officer to execute them.  Judge Jaroslovsky also held that, as a
matter of law, Westamerica Bank, which acquired the assets of
Sonoma Valley after it was taken over by the Federal Deposit
Insurance Corp. in late 2010, has no more right to assert the
validity of the deeds of trust than Sonoma Valley Bank and is
subject to the same defenses.  The Court said the two deeds of
trust, executed in 2008 and in 2010, to be null and void and that
Westamerica Bank has no right, title or interest in the real
property of 10 Maple on account of those deeds of trust.  10 Maple
shall also recover its costs of suit.

Jeffrey Freiberg on June 18, 2008, borrowed $320,00 from Sonoma
Valley Bank in the name of The Jeffrey L. Freiberg and Bonnie K.
Freiberg Living Trust.  The loan was for personal purposes
completely unrelated to 10 Maple.  Mr. Freiberg pledged 10 Maple's
property as security, signing a deed of trust to 10 Maple's
project.  Mr. Freiberg signed the deed of trust 25 times, for each
of the investors in 10 Maple, using the power of attorney.  There
was no evidence given to the Bank that the investors in 10 Maple
consented to the encumbrance.

In November 2009, 10 Maple became a Limited Liability Company.  A
new operating agreement was signed, making Mr. Freiberg the sole
Managing Member.  He was given exclusive authority to undertake
any "mortgage or assignment as security of all or a substantial
part of the Company's assets in connection with obtaining
financing other than in the ordinary course of business of the
Company."

At the end of 2009, both Mr. Freiberg and Sonoma Valley Bank were
struggling.  The Bank approached Mr. Freiberg with the suggestion
that he secured his outstanding personal obligations to the Bank
by pledging the property of 10 Maple as security.  This would have
the dual effect of improving Mr. Freiberg's credit and improving
the Bank's portfolio for bank examiners.  On July 8, 2010, Mr.
Freiberg, on behalf of 10 Maple (now an LLC), signed a deed of
trust intending to collateralize several of his personal loans
totaling $700,000.

Mr. Freiberg had a very close relationship with Sonoma Valley
Bank.  When the bank was founded, Mr. Freiberg's father had been
consulted and invited to invest in the Bank and be a member of its
board of directors.  Both Mr. Freiberg and his father had been
among the initial investors in the Bank.  Mr. Freiberg, now 66,
was also a sophisticated real estate consultant, investor and
developer.

The case is 10 MAPLE ASSOCIATES, LLC, Plaintiff(s), v. WESTAMERICA
BANK, Defendant(s), Adv. Proc. No. 11-1283 (Bankr. N.D. Calif.).
A copy of the Court's July 3, 2012 Memorandum After Trial is
available at http://is.gd/IVhLHpfrom Leagle.com.

                     About 10 Maple Associates

Based in Sonoma, California, 10 Maple Associates, LLC, was formed
as a tenancy in common for tax reasons in 2006 and remained as
such until late 2009, when it became a limited liability company.
There were 15 investors in the project, taking title as tenants in
common.

10 Maple filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case
No. 11-13639) on Sept. 30, 2011.  Judge Alan Jaroslovsky oversees
the case.  Michael St. James, Esq., at St. James Law P.C., serves
as the Debtor's counsel.  In its petition, 10 Maple estimated
assets and debts of $1 million to $10 million.  The petition was
signed by Leslie B. Seely, III, co-managing member.


11027 LEOPARD: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 11027 Leopard LLC
        11027 Leopard Street
        Corpus Christi, TX 78410

Bankruptcy Case No.: 12-20354

Chapter 11 Petition Date: July 2, 2012

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

Judge: Richard S. Schmidt

Debtor's Counsel: Matthew A. Rosenstein, Esq.
                  LAW OFFICES OF MATTHEW A. ROSENSTEIN
                  615 North Upper Broadway, Suite 720
                  Corpus Christi, TX 78401
                  Tel: (361) 883-5577
                  Fax: (361) 883-5590
                  E-mail: info@lawmar.net

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

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

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txsb12-20354.pdf

The petition was signed by Brad C. Hoke, managing director.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Brad C. Hoke, D.V.M.                  12-20355           7/02/12
  dba Nueces Veterinary Hospital


AMERICAN NATURAL: Inks Financing Term Sheet for $3MM Debentures
---------------------------------------------------------------
American Natural Energy Corporation has signed a Term Sheet with a
private investment group for a financing consisting of a series of
US$1 million Unsecured Convertible Debentures, up to a total of
US$3 million.  The financing is to be used for the drilling and
completion of wells included in ANEC's inventory of Proved
Undeveloped reserves.  ANEC's PUDs include 11 locations on its
Bayou Couba project in St. Charles Parish, Louisiana with
potential reserves in excess of 2 million net barrels of oil.

Each debenture will be due and payable two years from issuance,
with interest payable quarterly at an equivalent rate of 12% per
annum in either cash or common shares, and be convertible into
shares of ANEC common stock at a conversion rate of US$0.10 per
share.  Warrants, expiring in two years and exercisable into
common shares, will also be issued with the funding of each
debenture equivalent to one warrant share for each converted share
and will be exercisable into common shares at US$0.23 per share .
The warrants are non-transferable.

Holdings by the investment group, including conversion of shares
and exercise of warrants is limited to 19.9% of the outstanding
shares of ANEC without the approval of a majority of the
outstanding existing shareholders.

Completion of the funding under the Term Sheet is subject to
completion of definitive documentation.  Completion of this
financing will also allow ANEC to draw an additional $2 million
from the previously announced (Jan. 12, 2012) institutional
investor financing.

ANEC is a Tulsa, Oklahoma based independent exploration and
production company with operations in St. Charles Parish,
Louisiana.

                      About American Natural

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

The Company reported a net loss of $905,792 in 2011, compared with
a net loss of $2.06 million in 2010.

The Company's balance sheet at March 31, 2012, showed $17.15
million in total assets, $10.47 million in total liabilities and
$6.67 million total stockholders' equity.

In its audit report accompanying the 2011 financial statements,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss in
2011 and has a working capital deficiency and an accumulated
deficit at Dec. 31, 2011.


AMERICAN PATRIOT: Annual Meeting of Shareholders Set for Aug. 31
----------------------------------------------------------------
American Patriot Financial Group, Inc., will hold its 2012 annual
meeting of shareholders on Friday, Aug. 31, 2012.

The 2012 Annual Meeting will be held more than 30 days after the
anniversary of the 2011 Annual Meeting of Shareholders.  As a
result, pursuant to Rule 14a-8 under the Securities Exchange Act
of 1934, as amended, the Company has set a revised deadline for
the receipt of any shareholder proposals submitted pursuant to
Rule 14a-8 for inclusion in the Company's proxy materials for the
2012 Annual Meeting.  The new deadline for delivering shareholder
proposals to the Company is the close of business on July 13,
2012, which date was determined in accordance with Rule 14a-8(e).
Proposals should be addressed to the Company's Secretary at P.O.
Box 610, Greeneville, Tennessee 37744.  Any shareholder proposal
requested to be included in the proxy materials for the 2012
Annual Meeting must comply with the requirements of Rule 14a-8 and
other applicable law, or otherwise may be omitted from the proxy
statement.

                       About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at Dec. 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."

In its audit report for the 2011 results, Hazlett, Lewis & Bieter,
PLLC, in Chattanooga, Tennessee, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses for the past five years resulting in a retained
deficit of $7.15 million at Dec. 31, 2011.  At Dec. 31, 2011 and
2010, the Company and its subsidiary were significantly
undercapitalized based on regulatory standards and has consented
to an Order to Cease and Desist with its primary federal regulator
that requires, among other provisions, that it achieve regulatory
capital thresholds that are significantly in excess of its current
actual capital levels.  The Company's nonperforming assets have
increased significantly during 2011 and 2010 related primarily to
deterioration in the credit quality of its loans collateralized by
real estate.  The Company, at the holding company level, has a
note payable that was due Feb. 28, 2011, which is now in default.
This note is securitized by 100 percent of the stock of the
subsidiary.

The Company reported a net loss of $1.18 million in 2011, compared
with a net loss of $2.29 million in 2010.

The Company's balance sheet at March 31, 2012, showed $92.82
million in total assets, $91.75 million in total liabilities and
$1.06 million in total stockholders' equity.


AMG CAPITAL: Fitch Affirms Securities Rating at 'BB-'
-----------------------------------------------------
Fitch Ratings has completed a peer review of four rated Investment
Managers (IMs), resulting in the affirmation of the long-term
Issuer Default Ratings (IDRs) of Affiliated Managers Group Inc.
(AMG), AllianceBernstein L.P. (AB), Invesco Ltd. (IVZ), and
Schroders Plc (Schroders).

Affirmed ratings are centered in the 'A' rating category, with the
exception of AMG, which is rated 'BBB-'. Company-specific rating
rationales are described below, and a full list of rating actions
is provided at the end of this release. The Rating Outlook for all
investment managers has been maintained at Stable.

Many IMs have used have used the past two years to increase assets
under management, improve relative investment performance,
streamline expense base, reduce leverage, and fix any operational
problems. Recent headwinds, including unsettled equity markets,
near-zero interest rates, risks of renewed global recession, and
ongoing turmoil in the Eurozone sector, could pose challenges for
IMs. However, Fitch believes that improved or at least stable
financial and operational flexibility should help most IMs
maintain rating stability over the next year despite these
headwinds.

Affiliated Managers Group

AMG's affirmation reflects its growing scale in the asset
management space, solid investment performance by its affiliates,
strong cash flow generation, and improving leverage and coverage
ratios. Ratings also factor in the company's inherent exposure to
volatility in broader financial markets.

AMG's affiliates' assets under management (AUM) have more than
doubled post-crisis, and measured $364 billion at the end of the
first quarter (1Q'12), compared to $170 billion at year-end 2008.
The increase has mainly come from strong organic growth ($120
billion) and partly from the six acquisitions made during the
downturn ($70 billion). AMG has now generated positive flows for
eight consecutive quarters, with approximately $40 billion in
total net inflows in the past two years.

Revenues and earnings have been solid as a result of higher
average AUM and fee generation. Increased cash flows have led to
consistent deleveraging. Leverage, measured as gross debt to
trailing twelve months (TTM) adjusted EBITDA, was 2.1x at 1Q'12,
down from 3.2x at year-end 2010. Interest coverage, measured as
TTM adjusted EBITDA to interest expense, strengthened to 6.6x in
1Q'12, from 6.1x at year-end 2010. Fitch notes that leverage
ratios are susceptible to temporary increases following large
acquisitions.

Demonstrated access to public debt markets, maintenance of current
leverage, improvement in interest coverage, and consistent
operating and investment performance could lead to positive rating
action. Conversely, aggressive acquisitions funded by increased
debt levels, material deterioration in leverage or interest
coverage ratios, sustained investment underperformance at major
affiliates, significant increase in equity puts by affiliates
leading to liquidity issues, and/or unexpected operational losses
or significant net outflows, could lead to negative rating action.

AllianceBernstein:

AB's ratings affirmations reflect its established position in the
investment management space, strong debt and interest coverage
metrics due to a modest use of leverage, and a balanced AUM mix by
product, channel and geography. Rating constraints include
sensitivity of AUM to global financial markets, subpar investment
performance in its core equity strategies, and lagging operating
margins.

Revenues have declined due to lower average AUM and the shift in
asset mix from equities to fixed income. EBITDA, adjusted for non-
cash charges and one-time non-recurring expenses, measured $555.8
million in 2011, down 30% from $797.3 million in 2010. Expense
reduction efforts have trailed revenue declines, pressuring
operating margins. Fitch believes that significant top-line
revenue growth is needed to push margins back to pre-crisis 25%-
30% levels.

Fitch believes that AB's minimal use of balance sheet leverage
provides the company significant financial flexibility and offers
good protection to its creditors.

AB's solid capital base offers a comfortable cushion to support
organic growth of the business. Although, Fitch notes that AB has
increased its use of seed capital investments to support new
product development, which if not properly managed could impact
capital levels. Fitch expects tight controls over management of
these investments, and any further increase in the seed
investments would be viewed negatively.

The Stable Outlook reflects Fitch's expectation that the company
will be able to maintain - if not improve - current AUM levels,
generate consistent investment performance, and strengthen
operating margins without materially increasing investment or
balance sheet risk.

Fitch will revise the Outlook or its ratings if:

-- AUM levels drop below $375 billion, due to client outflows or
    negative investment performance;

-- EBITDA, as calculated by Fitch and adjusted for non-cash and
    one-time charges, falls below $450 million.

Additionally, material increase in seed capital balance or losses,
and/or an increase in leverage could result in negative rating
action. Upward ratings potential is limited due to AB's AUM,
earnings, and cash flow sensitivity to financial market trends.

Invesco Ltd.:

IVZ's affirmation reflects robust operating performance, continued
AUM growth, improved debt service coverage and leverage metrics
and its low-risk balance sheet. Fitch believes IVZ will maintain
reduced financial leverage as it focuses on organic growth and
builds its available cash balance.

The benefits of the Morgan Stanley/Van Kampen acquisition became
apparent in 2011. IVZ improved its operating metrics as it
benefitted from greater scale and diversity of AUM. Furthermore,
IVZ's positive long-term fund flows have been supported by
respectable investment performance. Adjusted operating margin was
36.9% in FY2011, up from 35.6% in FY2010. AUM was up 7.6% during
1Q'12, but has experienced declines in April and May due to risk
aversion in global equity markets.

IVZ has reduced leverage, and debt-to-adjusted TTM EBITDA stood at
1.0x at 1Q'12, down from 1.3x at YE2010. Interest coverage has
also improved to 22.1x in 1Q'12, compared to 17.3x in YE2010. Both
measures provide ample room under the company's covenants and
compare favorably to peers.

Fitch expects IVZ to be able to maintain performance appropriate
to the current rating level, even under a moderate period of
equity market stress. While positive rating momentum is not likely
in the near term, continued progress in expanding the franchise as
well as a further reduction in leverage and improvement in debt
service coverage could benefit the ratings and/or Outlook. A
severe and prolonged decline in equity markets could pressure the
rating and/or Outlook, as well as unexpected operational losses or
significant net redemptions.

Schroders Plc:

Schroders' IDRs reflect its well-diversified and strong franchise
and sound, if volatile, profitability and cash generation in the
context of its low overall leverage. Schroders itself has a liquid
balance sheet and substantial capital resources (consolidated
tangible equity/assets excluding insurance of around 34%) and no
debt. Its private banking subsidiaries are strongly capitalized
and have low overall credit and liquidity risk profiles.

Like all IMs, Schroders' AUM and ultimately earnings and cash flow
are inherently linked to financial markets, the group's investment
performance relative to peers, and overall investor sentiment. The
company is also exposed to operational and reputational risks.
Despite this, in Fitch's opinion, Schroders' low overall leverage
and its low risk appetite and conservative risk culture (Schroder
Investment Management has an 'M1' Asset Manager Rating from Fitch)
provide a significant cushion for creditors of the company.

There is limited upside to Schroders' ratings, given their high
level and the sensitivity of IM industry participants' AUM,
earnings and cashflow to financial market trends and to firm-
specific investment performance, which Fitch believes will
inevitably oscillate over time. Schroders' ratings could be
sensitive to a significant reduction in capitalization or material
increase in leverage, for example as a consequence of a major
acquisition or from material reputational damage or sustained
weakening of performance or notable AUM net outflows.

Fitch has affirmed the following:

Affiliated Managers Group, Inc.
-- Long-term IDR at 'BBB-';
-- Senior bank credit facility at 'BBB-';
-- Senior convertible notes at 'BBB-'.

AMG Capital Trust I
AMG Capital Trust II
-- Trust preferred securities at 'BB-'.

AllianceBernstein L.P.
-- Long-term IDR at 'A+';
-- Short-term IDR at 'F1';
-- Short-term debt at 'F1'.

Invesco Ltd.
-- Long-term IDR at 'A-';
-- Senior unsecured debt at `A-'.

Invesco Holding Company Ltd.
-- Long-term IDR at 'A-';
-- Senior unsecured debt at `A-';

IVZ, Inc.
-- Long-term IDR at 'A-';
-- Senior unsecured debt at `A-';

Schroders Plc
-- Long-Term IDR at 'A+';
-- Short-Term IDR at 'F1'

The Rating Outlook is Stable.


ANCHOR BANCORP: Three Directors Resign from Board
-------------------------------------------------
Messrs. Donald D. Kropidlowski, Greg M. Larson and Donald D.
Parker retired from Anchor BanCorp Wisconsin Inc.'s Board of
Directors effective June 30, 2012.  Their retirements were not due
to any dispute or disagreement with the Company or its Board of
Directors or management.

                        About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.

The Company reported a net loss of $36.73 million on $127.25
million of total interest income for the fiscal year ended March
31, 2012, a net loss of $41.17 million on $166.46 million of total
interest income for the year ended March 31, 2011, and a net loss
of $176.91 million on $217.08 million of total interest income for
the year ended March 31, 2010.

The Company's balance sheet at March 31, 2012, showed $2.78
billion in total assets, $2.81 billion in total liabilities and a
$29.55 million total stockholders' deficit.

McGladrey LLP, inMadison, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the cease and
desist order.  The subsidiary bank has also suffered recurring
losses from operations.  Failure to meet the capital requirements
exposes the Corporation to regulatory sanctions that may include
restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.  In addition,
the Corporation's outstanding balance under the Amended and
Restated Credit Agreement is currently in default.  These matters
raise substantial doubt about the ability of the Corporation to
continue as a going concern.


ARTE SENIOR LIVING: Files for Chapter 11 in Phoenix
---------------------------------------------------
Arte Senior Living LLC, operator of an assisted living facility in
North Scottsdale, Arizona, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-14993) in Phoenix on July 5, 2012.

The Debtor estimated assets and liabilities of $10 million to
$50 million.

The Debtor on the petition date filed motions to use cash
collateral, access DIP financing and retain counsel.

An expedited hearing on the financing is set for July 10, 2012 at
1:00 p.m. before Judge George B. Nielsen Jr.

The Debtor is seeking approval to use income from the facility to
pay expenses.  The Debtor's primary lender, SMA Portfolio Owner
LLC, claims an interest in the Debtor's income.  Because the
project income is not sufficient to pay expenses, the Debtor is
also seeking approval of DIP financing to cover any shortfalls.

SMA as of July 5 has not granted consent to the use of cash
collateral.

John J. Hebert, Esq., at Polsinelli Shughart, P.C., serves as
counsel to the Debtor.

According to the case docket, the schedules of assets and
liabilities and statement of financial affairs are due July 19,
2012.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for Aug. 7, 2012 at 11:00 a.m.


AS SEEN ON TV: Closes APA of AsSeenOnTV.com for $2.7 Million
------------------------------------------------------------
As Seen On TV, Inc., has officially closed its asset purchase of
AsSeenOnTV.com.  The aggregate purchase price of $2,722,000,
consisted of cash, stock and warrants, and is significantly lower
than the previously announced $5 million acquisition price.

AsSeenOnTV.com is a highly trafficked destination Web site of
direct response products with over two million customers, 700,000
email registrants and hundreds of thousands of unique visitors
each month.  Users of AsSeenOnTV.com generated $5.45 million in
gross revenue in 2011 for Delivery Agent pursuant to its license
agreement with AsSeenOnTV.com.  Through the first half of 2012,
the Web site generated approximately 40% gross revenue growth
year-over-year.  The Company will assume the license agreement
with Delivery Agent, who operates the website.  The license
agreement calls for a 7.5% royalty of gross revenue to the owner
of website, which is now As Seen On TV, Inc.

Kevin Harrington, Chairman of As Seen On TV, Inc. stated, "We are
thrilled to now own what we believe is a Crown Jewel of the direct
response industry.  AsSeenOnTV.com is the lone intellectual
property in the expanding As Seen On TV category, and one we feel
that is undervalued and underutilized."

Steve Rogai, CEO of As Seen On TV, Inc. stated, "We look forward
to working closer in partnership with Delivery Agent, an e-
commerce leader, to enhance the capabilities and reach of the
site. Our company has already prepared a new marketing and social
media plan to further the growth and scope of AsSeenOnTV.com."

Mary Beth Gearhart stated, "I am so proud to say that my late
husbands' dear friend Kevin Harrington will own AsSeenOnTV.com.
Kevin and Dan both shared a common vision and passion for the As
Seen On TV brand.  Kevin is a true leader in the direct response
industry and he will build AsSeenOnTV.com to a level which it
deserves."

A copy of the Asset Purchase Agreement is available for free at:

                        http://is.gd/h3fGL9

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million on $8.16 million
of revenue for the year ended March 31, 2012, compared with a net
loss of $6.97 million on $1.35 million of revenue during the prior
fiscal year.

The Company's balance sheet at March 31, 2012, showed $9.78
million in total assets, $27.05 million in total liabilities, all
current, and a $17.26 million total stockholders' deficiency.


ASARCO LLC: Union Pacific Fights Bid for Additional Cleanup Fees
----------------------------------------------------------------
Gavin Broady at Bankruptcy Law360 reports that Union Pacific
Railroad Co. is fighting Asarco LLC's bid to force the company
into providing additional contributions for cleanup efforts at an
Idaho Superfund site, arguing Tuesday that the formerly bankrupt
Asarco cannot request funds before its own liability obligations
have been met.

                         About Asarco LLC

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

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

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


BASE HOLDINGS: Dallas Court Orders Trial in Lease Dispute
---------------------------------------------------------
Bankruptcy Judge Stacy G. C. Jernigan ruled on motions for partial
summary judgment in the landlord-tenant rent dispute, CENTER
OPERATING COMPANY, L.P., Plaintiff, v. BASE HOLDINGS, LLC.,
Defendant, Adv. Proc. No. 09-03256 (Bankr. N.D. Tex.).  Center
Operating Company sued Base for non-payment of rent.  Base
countered that the landlord breached the parties' contract, and
also asserted fraud claims.

Center Operating Company operates the American Airlines Center, a
sports and special events complex near downtown Dallas, Texas,
where the Dallas Mavericks NBA basketball team and the Dallas
Stars NHL hockey team each play.  The Arena anchors a larger
development in Dallas known as Victory Park.

Base Holdings was launched by entrepreneur Gilbert Aranza.  It was
a franchisee of the well-known restaurant corporation Brinker
International, and was the operator of a Chili's Bar & Grill
restaurant at the southwest corner of the American Airlines
Center.  The restaurant, however, operated for a mere nine months,
starting in late 2008, before voluntarily seeking Chapter 11
bankruptcy relief, and then ultimately (and abruptly) closing.

Base filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas
Case No. 09-34269) on July 6, 2009.  Davor Rukavina, Esq., at
Munsch, Hardt, Kopf & Harr, served as the Debtor's counsel.  The
Company listed $1 million to $10 million in both assets and debts.
Base moved to convert its Chapter 11 reorganization case to a
Chapter 7 liquidation case, soon after the bankruptcy case and the
adversary proceeding were filed.  Robert Yaquinto was appointed
the Chapter 7 Trustee.

In its complaint, the landlord sought a determination as to how
the defined term "Chili's Opening Date" should be interpreted in
the lease agreement, for purposes of calculating all rent due.
The Complaint also asked for certain other declarations regarding
the parties' rights, status, and legal relations pursuant to the
lease agreement.  The landlord also filed a proof of claim for
$1,595,918.83, for various amounts allegedly due to it under the
agreement.

In her ruling, Judge Jernigan denied Base's motion for summary
judgment with respect to its claim.  The judge granted, in part,
and denied, in part, the landlord's own motion for summary
judgment, rejecting Base's live tort counterclaims (i.e., fraud
claims and negligence misrepresentation claim).  The judge
granted, in part, the landlord summary judgment as to Base's
breach of contract claims.  Specifically, the landlord is entitled
to summary judgment on the alleged breaches asserted by Base that
the landlord (i) failed to provide a Hillwood Parking Agreement
and/or to fully resolve parking issues (such breach(es) not being
material and, thus, precluding any recovery by Base due to its
nonperformance of its obligation to pay rent), (ii) refused to
allow Base to advertise and pass out handbills and coupons inside
the Arena, and (iii) impeded the access of customers to the
Restaurant by barricade.

The judge denied the landlord's summary judgment motion, in part,
as to Base's breach of contract claim alleging that the landlord
improperly charged rent before Dec. 6, 2008.  A trial on the
merits is needed regarding when the "Chili's Opening Date" should
be deemed to have occurred and, thus, when the landlord should be
properly allowed to accrue rent.

A copy of the Court's July 3, 2012 Memorandum Opinion is available
at http://is.gd/NN6WuRfrom Leagle.com.

Base was initially formed to develop a restaurant business
(utilizing the Chili's concept, where possible) on military bases,
and it even had contracts with the United States Navy and United
States Army at one time.  Apparently, any and all military
contract rights and opportunities were transferred to a different
entity, shortly before the bankruptcy filing.

According to Judge Jernigan, the Court assumes that the Bankruptcy
Trustee has been or will be fully investigating this.  "In any
event, this explains the unusual name 'Base Holdings, LLC,'" the
judge said.


BAYOU GROUP: Goldman Loses Appeal of $20.5MM Arbitration Award
--------------------------------------------------------------
Edvard Pettersson at Bloomberg News reports that the U.S. Court of
Appeals in Manhattan has affirmed a lower court's decision not to
vacate the $20.5 million arbitration award by the Financial
Industry Regulatory Authority in favor of Bayou Group LLC's
creditors.

As reported by the Troubled Company Reporter on Oct. 17, 2011, Liz
Goldman Sachs Group Inc. filed an appeal in the in the Second
Circuit from the award in a dispute with the creditors.

The Wall Street Journal recounts that Bayou creditors accused
Goldman Sachs Execution & Clearing LP, the clearing broker for
Bayou, of ignoring several warning signs at the hedge fund run by
Samuel Israel III before it imploded in 2005.  The Financial
Industry Regulatory Authority arbitration panel awarded the Bayou
creditors $20.5 million in June 2010.  Goldman sued to vacate the
arbitration award in July 2010, but District Court Judge Jed
Rakoff confirmed the award in November.

                         About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  Bayou Group estimated assets and debts of more
than $100 million in the Chapter 11 petition.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors.  James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution.  Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BIOZONE PHARMACEUTICALS: Issues $455,274 Convertible Notes
----------------------------------------------------------
BioZone Pharmaceuticals, Inc., on June 28, 2012, issued 10%
convertible promissory notes with an aggregate principal amount of
$455,274 and warrants to purchase 2,250,000 shares of the
Company's common stock at an exercise price of $0.40 per share to
certain holders of the Company's previously issued promissory
notes with an aggregate amount of principle and accrued interest
due as of that date equal to the aggregate principle amount of the
Revised Notes.  The Prior Notes have been cancelled.

The Revised Notes bear interest at the rate of 10% per annum and
mature two years from their issue date.  The Company may prepay
any outstanding amounts owing under the Revised Notes, in whole or
in part, at any time prior to the maturity date.  The entire
remaining principal amount and all accrued but unpaid or
unconverted interest thereof, is due and payable on the earlier of
the maturity date or the occurrence of an Event of Default. The
Revised Notes are convertible into shares of the Company's common
stock at an initial conversion price of $0.20 per share.

The Warrant is immediately exercisable and expires ten years after
the date of issuance.  The Warrant has an initial exercise price
of $0.40 per share.  The Warrant is exercisable in cash or by way
of a "cashless exercise".

The Company is prohibited from effecting a conversion of the
Revised Notes or exercise of the Warrants, to the extent that as a
result of such conversion or exercise, the holder would
beneficially own more than 4.99% (subject to waiver) in the
aggregate of the issued and outstanding shares of the Company's
common stock, calculated immediately after giving effect to the
issuance of shares of common stock upon conversion of the Revised
Note or exercise of such Warrant, as the case may be.

The Revised Notes and the Warrants were issued to "accredited
investors," as that term is defined in the Securities Act of 1933,
as amended, and were offered and sold in reliance on the exemption
from registration afforded by Section 4(2) and Regulation D (Rule
506) under the Securities Act of 1933 and corresponding provisions
of state securities laws.

                   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.


BONDS.COM GROUP: Hikes CFO's Annual Salary to $225,000
------------------------------------------------------
Bonds.com Group, Inc., on July 5, 2012, and John Ryan, the
Company's Chief Financial Officer, entered into an Amendment No. 1
to Mr. Ryan's existing Employment Agreement dated Feb. 2, 2011.
Pursuant to the Amendment No. 1, Mr. Ryan's existing Employment
Agreement was amended to: (1) eliminate Mr. Ryan's right to
receive a performance bonus equal to 1% of the Company's EBITDA
(which right would otherwise have applied at such time, if any,
that the Company achieves four consecutive quarters of positive
EBITDA and a minimum EBITDA of $5,000,000); and (2) increase Mr.
Ryan's base salary from $175,000 per year to $225,000 per year.

On June 28, 2012, the Board of Directors of the Company expanded
the size of the Board to nine members and elected Marwan Khoueiri
to the Board to fill the vacancy created by such expansion.  Mr.
Khoueiri was designated by Daher Bonds Investment Company and Mida
Holdings and elected to the Board pursuant to the Company's Series
E Stockholders' Agreement, dated as of Dec. 5, 2011, as amended by
the Amendment No. 1 to Series E Stockholders' Agreement dated as
of May 15, 2012.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $9.62 million
in total assets, $14.85 million in total liabilities and a $5.23
million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BON-TON STORES: 71.1% of Outstanding Old Notes Validly Tendered
---------------------------------------------------------------
The Bon-Ton Stores, Inc., announced the final results of the
exchange offer and consent solicitation by The Bon-Ton Department
Stores, Inc., the Company's wholly-owned subsidiary, for its
outstanding 10 1/4% Senior Notes due 2014.

As of the offer expiration time, which was 12:00 midnight, New
York City time, on July 3, 2012, Bon-Ton Department Stores
received tenders with consents from holders of approximately
$330.0 million principal amount of Old Notes, representing
approximately 71.1% of the outstanding Old Notes.

At settlement, which is anticipated to occur on July 9, 2012,
approximately $330.0 million principal amount of new 10 5/8%
Second Lien Senior Secured Notes due 2017 will be issued.  In
addition, Bon-Ton Department Stores will enter into a supplemental
indenture adopting the proposed amendments to the indenture under
which the Old Notes were issued.  Holders whose tendered Old Notes
are accepted for exchange will also receive accrued and unpaid
interest in cash on the exchanged Old Notes through, but not
including, the settlement date for the exchange offer and consent
solicitation.

BofA Merrill Lynch acted as the sole dealer manager and
solicitation agent for the exchange offer and consent
solicitation.

At closing, the New Notes will not be registered under the
Securities Act of 1933, as amended, or any other applicable
securities laws and, unless so registered, the New Notes may not
be offered, sold, pledged or otherwise transferred within the
United States or to or for the account of any U.S. person, except
pursuant to an exemption from the registration requirements
thereof.  Accordingly, the New Notes are being offered and issued
only (i) in the United States to "qualified institutional buyers",
in a private transaction in reliance upon an exemption from the
registration requirements of the Securities Act.  Bon-Ton
Department Stores will enter into a registration rights agreement
pursuant to which, it will agree to use commercially reasonable
efforts to consummate an exchange offer and, under certain
circumstances, to file a shelf registration statement with respect
to the New Notes.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores reported $1.62 billion in total assets, $1.53
billion in total liabilities and $91.77 million in total
shareholders' equity as of April 28, 2012.

The Company incurred a net loss of $40.8 million on $640 million
of net sales for the 13 weeks ended April 28, 2012.

                          *     *     *

As reported by the TCR on June 7, 2012, Moody's Investors Service
affirmed The Bon-Ton Stores, Inc.'s Corporate Family Rating at
Caa1 and lowered the company's Probability of Default Rating to
Caa3 from Caa1.  The rating action reflects the company's
announcement that it has proposed to exchange a newly issued
series of second lien notes due 2017 for its existing unsecured
notes due in 2014.

In the Jan. 12, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Bon-Ton
Stores Inc. to 'B-' from 'B'.

"The downgrade reflects the continued deterioration of the
company's performance, which has been below our expectations due
to merchandising that has not resonated with its customers," said
Standard & Poor's credit analyst David Kuntz.  He added, "It
incorporates our view that operations will remain weak in the near
term and that credit protection measures will erode further
over the next year."


BRAD C. HOKE: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Brad C. Hoke DVM PC
        dba Nueces Veterinary Hospital
        11027 Leopard Street
        Corpus Christi, TX 78410

Bankruptcy Case No.: 12-20355

Chapter 11 Petition Date: July 2, 2012

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

Judge: Richard S. Schmidt

Debtor's Counsel: Matthew A. Rosenstein, Esq.
                  LAW OFFICES OF MATTHEW A. ROSENSTEIN
                  615 North Upper Broadway, Suite 720
                  Corpus Christi, TX 78401
                  Tel: (361) 883-5577
                  Fax: (361) 883-5590
                  E-mail: info@lawmar.net

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 18 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txsb12-20355.pdf

The petition was signed by Brad C. Hoke, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
11027 Leopard, LLC                    12-20354            07/02/12


CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment, Inc., is a borrower traded in the secondary market
at 88.97 cents-on-the-dollar during the week ended Friday, July 6,
2012, an increase of 0.74 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 525 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Jan. 1, 2018, and carries Moody's B2 rating and Standard & Poor's
B rating.  The loan is one of the biggest gainers and losers among
153 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                    About Caesars Entertainment

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

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

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

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

                           *     *     *

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


CASA DE LUNA: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Casa de Luna Properties, LP
        2305 Lake Stone Cove
        Austin, TX 78738

Bankruptcy Case No.: 12-11510

Chapter 11 Petition Date: July 2, 2012

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

Judge: H. Christopher Mott

Debtor's Counsel: Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  E-mail: ssather@bnpclaw.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 eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txwb12-11510.pdf

The petition was signed by Todd A. Moon, authorized representative
of general partner.


CASTLEVIEW LLC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Castleview, LLC
        17 Beacon Hill Lane
        Greenwood Village, CO 80111-5244

Bankruptcy Case No.: 12-23954

Chapter 11 Petition Date: July 2, 2012

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

Judge: Howard R. Tallman

About the Debtor: The Debtor owns a 252-acre residential
                  development site located in Southeastern Castle
                  Rock, Colorado, which property includes 245
                  residential lots.  The property is worth $10.2
                  million and secures a $3.21 million debt.  The
                  Debtor is also entitled to bond proceeds from
                  the Castleview Metropolitan District appraised
                  at $6,248,724.

                  The Debtor has a Chapter 11 plan that intends to
                  pay creditors in full.

Debtor's Counsel: Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  E-mail: jweinman@epitrustee.com

Scheduled Assets: $14,537,736

Scheduled Liabilities: $3,217,849

The petition was signed by Michael Blumenthal, manager.

Debtor's List of Its Three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wallace Scott, P.C.                --                       $5,509
1430 Larimer Street, Suite 208
Denver, CO 80202-1709

White Bear Ankele, P.C.            --                       $2,471
2154 E. Commons Avenue, Suite 2000
Littleton, CO 80122-1880

Peak Civil Consultants, Inc.       --                       $2,196
200 W. Hampden Avenue, Suite 200
Englewood, CO 80110-2407


CDC CORP: Files First Amended Chapter 11 Plan, Disclosures
----------------------------------------------------------
BankruptcyData.com reports that CDC Corp. filed with the U.S.
Bankruptcy Court a First Amended Chapter 11 Plan and related
Disclosure Statement.

According to the Disclosure Statement, "In summary, the Plan
proposed by the Debtor and the Equity Committee provides for: (i)
a distribution of existing cash on hand to creditors and equity
holders of the Debtor; (ii) an orderly going concern sale of the
remaining businesses owned by the Debtor and a distribution of the
net cash proceeds received from those businesses to equity holders
of the Debtor; (iii) payment in full plus postpetition interest to
creditors with Allowed Claims; (iv) total distributions to holders
of Allowed Equity Interests in an estimated range of approximately
$5.01 to $6.10 per share; and (v) the pursuit of litigation claims
against, among others, certain prior officers and directors of the
Debtor, including, without limitation, the Debtor's former CEO,
Mr. Peter Yip."

                         About CDC Corp.

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

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

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

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.

The Debtor's Plan provides that in addition to paying creditors in
full and distributing the excess to shareholders, the plan would
allow filing lawsuits against insiders who CDC claims were behind
the motion to dismiss.  China.com filed a competing reorganization
plan.  CDC interprets the plan as giving releases of claims that
CDC's plan would prosecute instead.


CEMEX SAB: Fitch Rates Proposed $500MM Senior Notes at 'B+/RR3'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to CEMEX, S.A.B. de
C.V.'s proposed senior secured high yield note issuance. These
notes will be issued in an amount up to $500 million. These
exchange notes are being offered to holders of the company's
Financing Agreement debt in a cashless transaction and will have a
maturity date of June 2018.

The notes will be unconditionally guaranteed by CEMEX Mexico, S.A.
de C.V., CEMEX Corp., CEMEX Concretos, S.A. de C.V., Empresas
Tolteca de Mexico, S.A. de C.V., New Sunward Holding B.V., and
CEMEX Espana, S.A. Additional guarantees will also be provided by
the following sub-holding companies of CEMEX Espana -- CEMEX
Research Group AG, CEMEX Shipping B.V., CEMEX Asia B.V., Cemex
France Gestion, CEMEX UK and CEMEX Egyptian Investments B.V.

The notes will be secured with a first priority interest over a
collateral package consisting of substantially all of the shares
of CEMEX Mexico, S.A. de C.V., Centro Distribuidor de Cemento,
S.A. de C.V., Mexcement Holdings, S.A. de C.V., Corporacion Gouda,
S.A. de C.V., CEMEX Trademarks Holding Ltd., New Sunward Holding
B.V. and CEMEX Espana, S.A.

Fitch currently rates CEMEX as follows:

-- Foreign and local currency Issuer Default Rating 'B';
-- Senior unsecured notes 'B+/RR3';
-- National scale long-term rating 'BB-(mex)';
-- National scale short-term rating 'B (mex)'.

The Rating Outlook is Stable.

The 'B' ratings of CEMEX and its subsidiaries reflect the
company's high leverage and the weak, near-term cash flow
prospects for two of the company's three key markets -- the United
States and Spain. Additional risks include high refinancing risk,
the potential for weaker performance of the company's
Mediterranean division - consisting primarily of Egypt and Spain -
and negative economic growth in the Euro region, which could
impact its profitable Northern European division.

The 'RR3' Recovery Rating (RR) on the company's unsecured debt
indicates above average recovery prospects for holders of the
proposed notes in the event of default. The collateral package for
the proposed notes is similar to that for the debt associated with
the Aug. 14, 2009 Financing Agreement, as well as most of the
company's capital markets debt.

On June 25, 2012, CEMEX announced its intent to refinance $7.2
billion of debt associated with its Financing Agreement.
Approximately $500 million of this debt falls due during 2013 and
$6.7 billion matures in 2014. As part of the refinancing proposal,
CEMEX is attempting to loosen the financial covenants and to
extend the maturity of the debt through 2017. The proposed senior
secured exchange notes are part of this refinancing proposal.

CEMEX had $18.2 billion of total debt and $1 billion of cash and
marketable securities as of March 31, 2012. Debt amortizations
during the second half of 2012 total $39 million. Debt
amortizations during 2013 and 2014 are $638 million and $7.5
billion, respectively.

The company generated $2.3 billion of EBITDA during 2011, a level
similar to the amount generated in 2010. Mexico is the company's
most important market, representing $1.2 billion of EBITDA. The
company's next most important markets during 2011 were the Central
and South American region ($513 million of EBITDA in 2011), the
Mediterranean ($439 million) and Northern Europe ($416 million).
During the first quarter of 2012, the company had relatively
strong performances from its Mexican and Central and South
American division, while there was deterioration in its
Mediterranean and Northern European divisions.

A marked deterioration of the economic environment in the Northern
European division - consisting mainly of France, Germany, the U.K.
and Poland - could lead to a negative rating action. Weakness in
the Mexican market could also lead to a negative rating action, as
could an unsuccessful attempt at the restructuring of the
Financing Agreement debt.

A positive rating action is unlikely until there is an improvement
in the anemic U.S. economy. On a pro forma basis (as though Rinker
was consolidated), Fitch estimates that CEMEX generated $2.3
billion of EBITDA in the U.S. during 2006. This compares with a
negative EBITDA of $100 million in 2011.


CHARLES M. BREWER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Charles M. Brewer, Ltd.
        5500 North 24th Street
        Phoenix, AZ 85016-3130

Bankruptcy Case No.: 12-14957

Chapter 11 Petition Date: July 3, 2012

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Daniel E. Garrison, Esq.
                  ANDANTE LAW GROUP OF DANIEL E. GARRISON
                  Scottsdale Financial Center I
                  4110 North Scottsdale Road, Suite 330
                  Scottsdale, AZ 85251
                  Tel: (480) 421-9449
                  Fax: (480) 522-1515
                  E-mail: dan@andantelaw.com

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

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/azb12-14957.pdf

The petition was signed by Charles M. Brewer, president/director

Previous Chapter 11 filing by related entity:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Charles M. Brewer                      11-27322   09/26/11


CHINA TEL GROUP: Ironridge Global Discloses 9.9% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ironridge Global IV, Ltd., and its affiliates
disclosed that, as of July 3, 2012, they beneficially own
117,000,000 shares of common stock of Velatel Global
Communications, Inc., formerly known as China Tel Group, Inc.,
representing 9.99% of the shares outstanding.  A copy of the
filing is available at http://is.gd/uY9BsD

                          About China Tel

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

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

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

The Company's balance sheet at March 31, 2012, showed
$13.57 million in total assets, $19.53 million in total
liabilities and a $5.95 million total stockholders' deficiency.


CLAMAR ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Clamar Enterprises, LLC
        dba La Mansion Restaurant
        413 E. Wisteria Avenue
        McAllen, TX 78504

Bankruptcy Case No.: 12-70401

Chapter 11 Petition Date: July 2, 2012

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

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  LAW OFFICES OF ANTONIO VILLEDA
                  5414 N. 10th Street
                  McAllen, TX 78504
                  Tel: (956) 631-9100
                  E-mail: avilleda@mybusinesslawyer.net

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

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

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

The petition was signed by Claudia Martinez, president.


CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 79.81 cents-on-the-dollar during the week ended Friday, July 6,
2012, an increase of 0.74 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Jan. 30, 2016, and carries Moody's 'Caa1' rating and Standard &
Poor's 'CCC+' rating.  The loan is one of the biggest gainers and
losers among 153 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                        About Clear Channel

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

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

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

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

                        Bankruptcy Warning

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

                           *     *     *

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

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


CONSTELLATION BRANDS: Fitch Affirms 'BB+' LT Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Constellation Brands,
Inc. (STZ) as follows, upon STZ's definitive agreement with
Anheuser Busch InBev (AB InBev) to purchase the remaining 50%
interest in Crown Imports LLC (Crown):

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

The Rating Outlook is Stable.

This rating action affects approximately $3.4 billion of debt at
May 31, 2012.

Fitch believes there is good strategic rationale for the
transaction, given the importance of Crown's cash flows to
Constellation's credit profile, the growth of imported beer sales
in the U.S., and the strength of the Corona brand. The purchase
price for the remaining 50% interest in Crown is $1.85 billion.
This values the Crown distribution business at approximately 8.5x
Crown's fiscal 2012 EBIT of $431 million. The transaction, subject
to regulatory approval, is expected to close during the first
quarter of calendar 2013. STZ has fully committed bridge financing
in place for the acquisition. Permanent financing is expected to
consist of a combination of revolver borrowings, a new term loan
under the company's current senior credit facility and the
issuance of new notes. Constellation has also agreed to purchase
the Mark West wine brand for $160 million, to be financed by
revolver borrowings.

Upon closing, the transaction is expected to increase debt to
EBITDA to the mid-4x range when factoring in a full year of the
additional Crown EBITDA. In the first quarter of fiscal 2013,
Constellation completed $383 million of share repurchases under
its $1 billion authorization but has suspended its share
repurchases for the remainder of fiscal 2013 in order to use FCF
to restore total debt-to-EBITDA back to its targeted 3-4x range
within 12 months of the acquisition closing. Fitch believes
Constellation can generate annual FCF in excess of $600 million
post the closing of the Crown transaction, based on the estimated
after-tax EBIT and the expectation of minimal additional capital
requirements, and therefore views this level of deleveraging as
achievable. STZ accounted for its current 50% interest in Crown
under the equity method and recognized $215 million of equity
earnings in Crown in fiscal 2012. Upon completion of the
transaction STZ plans to consolidate the full financial results of
Crown. Fitch had included equity method earnings from Crown in
EBITDA since cash distributions were roughly equivalent and STZ
exercises a considerable amount of control of Crown.

STZ and Crown will control the distribution, marketing and pricing
for all Modelo brands in the U.S., while AB InBev will ensure
continuity of supply, product quality and innovation. The new
importation agreement will be perpetual and provides AB InBev with
the right, but not the obligation, to exercise a call option every
10 years, subject to regulatory approval, at a multiple of 13x
Crown's EBIT from the Modelo brands.

STZ's ratings and Outlook reflect the company's leading global
market positions and well-known portfolio of wine, spirits and
beer brands, as well as its significant free cash flow (FCF). The
ratings balance the general stability of the company's operations,
good operating margins and ample free cash flow generation with
its acquisitive nature and near term increase in leverage.

Fitch does not anticipate upgrades to STZ's ratings in the near to
intermediate term. Negative rating actions are possible if a
significant and ongoing deterioration in operating results occur
or the company does not reduce leverage back to the 3-4x range
within 12-18 months.

The company generates a substantial amount of FCF as evidenced by
its averaging over $450 million in FCF annually the past five
years. Fitch believes STZ's expectation of producing between $425
million and $475 million in FCF in fiscal 2013 is very achievable.
STZ has used a combination of FCF and divestitures to reduce debt
to $3.4 billion from a peak of almost $5.3 billion at May 31,
2008.

STZ's North American shipment volume decreased 0.8% for the fiscal
year ended Feb. 29, 2012 due to an overlap of the 2011 distributor
inventory build as part of the company's U.S. distributor
consolidation. Fitch anticipates wine category growth in calendar
2012 will be in the low single digits and expects STZ's volume
growth to be in line with industry. Crown Imports had a good year
with mid-single digit growth of depletions and domestic category
depletion continuing to decline in the low single digits. Fitch
forecasts 2012 U.S. beer category growth will be flat to down low
single digits and expects Crown Imports volume to grow in the low
single digits. Fitch believes this will translate into modest
operating income growth.

STZ's liquidity remains adequate. As of May 31, 2012, the
company's liquidity includes approximately $800 million of
availability under its revolving credit facility due in May 2017
and $69.1 million of cash and equivalents. Maturities of long-term
debt in fiscal 2013, 2014, and 2015 were $315.1 million, $314.1
million, and $599.7 million, respectively, at the fiscal year
ended Feb. 29, 2012. Fitch believes the security of the credit
facility, being equity in subsidiaries rather than hard assets, is
relatively weak and therefore has chosen not to distinguish
between the secured credit facility rating and the senior
unsecured notes rating at the current rating level. STZ's capital
structure does not provide an advantage structurally to any one
issue. STZ is the issuer of all the company's notes outstanding
and the borrower under its credit agreements for its facilities.


CORD BLOOD: Issues $1.2 Million Convertible Note to Tonaquint
-------------------------------------------------------------
In a transaction that closed on June 29, 2012, Cord Blood America,
Inc., entered into a Securities Purchase Agreement with Tonaquint,
Inc., whereby the Company issued and sold, and the Investor
purchased a Secured Convertible Promissory Note of the Company in
the principal amount of $1,252,000.

The Company Note was issued June 27, 2012, and is due 20 calendar
months after the issuance date.  The Company Note has an interest
rate of 6.0%, which would increase to a rate of 18.0% on the
happening of certain Events of Default, including but not limited
to: failure to pay and the failure by the Company or its transfer
agent to deliver Conversion Shares within 3 Trading Days of the
Company's receipt of a Conversion Notice.  The total amount funded
in cash at closing was $1,120,000, representing the Maturity
Amount less an original issue discount of $112,000 and the payment
of $20,000 to the Investor to cover its fees.  Along with the
Securities Purchase Agreement and the Company Note, the parties
also entered into a Security Agreement and Irrevocable
Instructions to Transfer Agent, and the Company executed a Consent
to Entry of Judgment by Confession.

A copy of the Securities Agreement is available for free at:

                        http://is.gd/uVVx7X

Transaction with JMJ Financial

JMJ Financial previously issued to the Company several "Secured &
Collateralized Promissory Notes," namely documents numbered as
follows: C-12172009b; C-03012010a; C-03012010b; and C- 11192010a.
Concurrently with the issuance of each of the JMJ Notes, the
Company issued to JMJ corresponding "Convertible Promissory
Notes," specifically documents numbered as follows: B-12172009b,
B-03012010a, B-03012010b, and B-11192010a.

On June 29, 2012, the Company closed a transaction with JMJ
pursuant to a Final and Full Payment Agreement executed by these
parties.  The JMJ Agreement relates to the JMJ Notes and the
Company Notes, as well as to the Feb. 8, 2011, settlement
agreement between JMJ and the Company, but also includes release
and cancellation provisions pertaining to any other notes, claims,
documents or other rights that may have existed between the
parties.

Pursuant to the JMJ Agreement, JMJ surrendered the remainder of
$1,919,950 total from the Company Notes, as full payment of the
pay-off amounts of the JMJ Notes.  Accordingly, JMJ no longer owes
the Company any money under the JMJ Notes, and no longer has the
ability to provide the Company with money under the JMJ Notes,
which the Company would have been required to repay in accordance
with the terms of the corresponding Company Notes.

Further pursuant to the JMJ Agreement, the Company paid JMJ
$1,117,730, which was the amount outstanding and owed by the
Company under the Company Notes, including the February 2011
Settlement Agreement.  This amount represented amounts advanced by
JMJ under the JMJ Notes and not yet repaid by the Company through
conversions of the Company's common stock or otherwise.

A copy of the Final Payment Agreement is available for free at:

                        http://is.gd/YQazSu

                      About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

After auditing the 2011 results, Rose, Snyder & Jacobs, LLP, in
Encino, California, expressed substantial doubt substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring operating losses, continues to consume cash in operating
activities, and has insufficient working capital and an
accumulated deficit at Dec. 31, 2011.

Cord Blood reported a net loss attributable to the Company of
$5.97 million in 2011, compared with a net loss attributable
to the Company of $8.09 million in 2010.

The Company's balance sheet at March 31, 2012, showed $7.41
million in total assets, $7.31 million in total liabilities and
$101,042 in total stockholders' equity.


COUNTRYWIDE FIN'L: Allegedly Used Loan Program to Sway Congress
---------------------------------------------------------------
A report from the House of Representatives' Oversight and
Government Reform Committee was released on Thursday saying that
Countrywide Financial Corp. used its VIP mortgage program to
influence lawmakers to kill legislation that could hurt the
Company's profits, Reuters states.

Reuters relates that the congressional report named dozens of
congressional staffers -- including top government officials and
executives of government-controlled mortgage company Fannie Mae --
that benefited from the VIP mortgage program, which offered
discount loans to "VIPs".  The congressional report, according to
Reuters, stated that hundreds of loans, which often had reduced
interest rates and eliminated certain fees, were granted between
1991 and 2008 through the VIP program.

The congressional report said that Countrywide VIPs were able to
"affect dozens of pieces of legislation" being considered in
Congress in the years leading up to 2007, including measures to
reform giant mortgage companies Fannie Mae and Freddie Mac,
Reuters relates.

Countrywide chief executive, Angelo Mozilo, in a letter provided
by his lawyer, denied using the VIP program to influence policy
decisions and said that he did not recall many of the details
about the origination and the pricing of those loans, Reuters
reports.  "The VIP unit primarily gave focused customer support
and cost-effective processing and service.  I personally was proud
to have people of prominence select Countrywide to be their lender
of choice," Reuters quoted Mr. Mozilo as saying.

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at
$4 billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


COWBOY CIAO: Restaurant Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
Stephanie Russo at The Republic reports that Cowboy Ciao
restaurant has filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in Arizona.

According to the report, owner Peter Kasperski owes the state of
Arizona more than $1.1 million.  He also owes nearly $4 million to
19 creditors for the restaurant, including ANB Bank nearly
$60,000, the Arizona Department of Revenue more than $1.1 million,
the U.S. Internal Revenue Service $500,000, other businesses,
private figures, and family members.  The creditors will meet on
July 31, according to the report.

The report, citing court documents, says Cowboy Ciao LLC's assets
are estimated to be between $100,000 to $500,000.

Cowboy Ciao LLC operates a restaurant, which combines Tex-Mex and
Italian food.


CULLIGAN INT'L: Bank Debt Trades at 16% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Culligan
International Co. is a borrower traded in the secondary market at
84.00 cents-on-the-dollar during the week ended Friday, July 6,
2012, an increase of 0.80 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
16, 2012, and carries Moody's Caa2 rating.  The loan is one of the
biggest gainers and losers among 153 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                  About Culligan International

Culligan International Co. is a water services provider based in
Rosemont, Illinois.  The company distributes its products
primarily through an extensive dealer network.

                          *     *     *

As reported by the Troubled Company Reporter on July 2, 2012,
Moody's Investors Service has lowered Culligan International
Company's probability of default rating to D following its
exchange of its first lien term loan for cash and new first and
second lien term loans.  As part of this transaction, the second
lien debt was exchanged for equity of the post exchange entity.
Moody's views this exchange as distressed in accordance with its
definition of default.  All ratings on Culligan will be withdrawn
following this action since the debt restructuring has eliminated
all rated debt.

The TCR, on May 25, 2012, reported that Standard & Poor's Ratings
Services lowered its corporate credit rating on Rosemont, Ill.-
based Culligan International Co. to 'CC' from 'CCC+'.  The outlook
is negative.  "At the same time, we lowered our issue-level rating
on the company's first-lien term loans due November 2012 to 'CC'
from 'CCC+'. The recovery rating on this debt remains '4',
indicating our expectation for average (30% to 50%).  We also
lowered our issue-level rating on the company's second-lien term
loan due May 2013 to 'C', from 'CCC-'.  The recovery rating on
this debt remains '6', indicating our expectation for negligible
recovery (0% to 10%) in the event of a payment default. Subsequent
to these ratings actions, we withdrew all ratings at the company's
request," S&P said.

"Standard & Poor's rating actions follow Culligan's proposal to
its lenders to exchange its existing first- and second-lien term
loans for a combination of new loans, cash, and equity at a total
consideration of less than 100% of principal plus accrued
interest," S&P said.

"Based on our criteria, we view the transaction as a distressed
offer," said Standard & Poor's credit analyst Rick Joy.


DAVID KIRCHER: Failure to Amend Plan Prompts Chapter 7 Conversion
-----------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker converted the Chapter 11 case of
David James Kircher to a liquidation under Chapter 7 of the
Bankruptcy Code after the Debtor failed to adhere to a court order
requiring him to submit an amended combined plan and disclosure
statement by June 28.

David Kircher filed for Chapter 11 protection (Bankr. E.D. Mich.
Case No. 12-42718) on Feb. 8, 2012.  On March 7, on motion of the
Debtor, the Court ordered the appointment of a Chapter 11 Trustee.
Douglas Ellmann was so appointed on March 19.

On March 7, 2012, after holding a scheduling conference, the Court
entered a scheduling order for the case.  Among other things, that
Order required the Debtor to file a combined plan and disclosure
statement no later than June 7, 2012.

On April 6, 2012, the Chapter 11 Trustee filed a motion to convert
this case to Chapter 7.  The Debtor (and only the Debtor)
objected.  On May 9, 2012, after holding a hearing on the
Conversion Motion, the Court entered an order conditionally
denying that motion.  The May 9 Order stated, in relevant part,
provided that, if the Debtor or any other party in interest files
a combined plan and disclosure statement on or before June 7,
2012, then the Motion will be deemed denied.  Otherwise, the
Motion will be granted, and the Court will enter an order
converting the case to Chapter 7 on June 8.

On June 7, the Debtor filed a combined plan and disclosure
statement.  On June 21, the Court entered a detailed order
requiring the Debtor to amend the Disclosure Statement by June 28,
citing problems.  The Debtor did not comply with this requirement.
Instead, on June 28, the Debtor filed a notice simply withdrawing
the June 7 Plan.  The Debtor, therefore, no longer has any Chapter
11 plan pending before the Court.  Nor does any other party in
interest.

The Debtor's exclusive right to file a plan during the first 120
day of this case, under 11 U.S.C. Sec. 1121(b), ended on March 19,
2012, when the Chapter 11 Trustee was appointed.  Thereafter, any
party in interest has been able to file a plan.  No such party has
done so.

The Court said it is in the best interests of the creditors and
the estate that the case be converted to Chapter 7, effective
immediately.

A copy of the Court's June 29, 2012 Order is available at
http://is.gd/p2iVIVfrom Leagle.com.

David Kircher owns 36 properties in Ypsilanti and Ypsilanti
Township, Michigan, which are valued at roughly $5.6 million.  Of
those, 10 are owned by Mr. Kircher's Acme Building Company, and
around 10 Ypsilanti Township properties are headed to tax
foreclosure this month.  Annarbor.com reports Mr. Kircher's only
income is listed as $2,100 monthly from rental revenue, but he
listed a net income of negative $2,608.

Annarbor.com also reports Mr. Kircher is serving his term in state
prison in Jackson for illegally diverting raw sewage into the
Huron River via a public sewer from the Eastern Highlands
apartment complex he owned.  Ypsilanti Township officials
discovered Mr. Kircher was dumping sewage there in 2004.  The
report adds Mr. Kircher holds $2.7 million in debt.


DAVINCI ESTATES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: DaVinci Estates, LP
        P.O. Box 260329
        Plano, TX 75026

Bankruptcy Case No.: 12-34357

Chapter 11 Petition Date: July 2, 2012

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Herman A. Lusky, Esq.
                  LUSKY & ASSOCIATES, P.C.
                  12720 Hillcrest Road, Suite 280
                  Dallas, TX 75230
                  Tel: (972) 386-3900
                  Fax: (800) 208-6389
                  E-mail: mail@lusky.com

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

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

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

The petition was signed by Saeid Davani, manager of the general
partner.


DELTA PETROLEUM: Wins Court Approval of Disclosure Statement
------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Delta Petroleum
Corp. won approval Thursday for its disclosure statement, clearing
the way for creditors to vote on a Chapter 11 reorganization plan
that entails a joint venture with Laramie Energy II LLC, a fellow
Denver-based natural gas exploration and development company.

Bankruptcy Law360 relates that Delta attorney Kathryn A. Coleman
told the Delaware court that while there had been a number of
comments on and objections to the statement, most had been
addressed by incorporating them into the plan, though the language
still needed to be finalized.

BankruptcyData.com reported that Delta Petroleum's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to Disclosure Statement.

The committee stated, "As a result of its recent appointment, the
Committee is still in the process of reviewing the Disclosure
Statement, the Plan and the other Plan Documents, as well as the
various transactions contemplated by the Plan. Based on the
Committee's preliminary review, however, the Disclosure Statement
does not provide adequate information such that creditors entitled
to vote on the Plan can make an informed decision to either accept
or reject the Plan as is required under Bankruptcy Code section
1125. In addition, the Committee has identified several provisions
in the Plan that should be modified prior to any solicitation of
votes thereof."

                       About Delta Petroleum

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

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

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

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Delta Petroleum.


DELTATHREE INC: Inks Banking Services Pact with Int'l Bancard
--------------------------------------------------------------
deltathree, Inc., Global Payments Direct, Inc., and International
Bancard Corporation executed the Card Services Agreement pursuant
to which International Bancard will provide merchant banking
services to the Company.  In connection with, and as a condition
to, International Bancard's entering into the Agreement, Manna
Holdings, LLC, executed a Cross Corporate Guarantee in favor of
International Bancard pursuant to which Manna guaranteed all
payments to be made by the Company to International Bancard under
the Agreement.

Manna Holdings is the sole member of D4 Holdings, LLC.  The
Company is majority-owned by D4 Holdings.  The ultimate ownership
of D4 Holdings includes owners of ACN, Inc.  Each of Robert
Stevanovski, Anthony Cassara and David Stevanovski, members of the
Company's Board of Directors, is a principal of D4 Holdings and
has an ownership interest in, and a director, officer or advisory
position with, ACN.  As a result, each of these individuals and D4
Holdings may be deemed to have a direct or indirect interest in
the transactions contemplated by the Guarantee.

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

After auditing the 2011 results, Brightman Almagor Zohar & Co.,
noted that Company's recurring losses from operations and
deficiency in stockholders' equity raise substantial doubt about
its ability to continue as a going concern.

The Company reported a net loss of $3.05 million in 2011, a net
loss of $2.49 million in 2010, and a net loss of $3.19 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$1.86 million in total assets, $6.80 million in total liabilities,
and a $4.93 million in total stockholders' deficiency.

                         Bankruptcy Warning

The Company disclosed in its annual report for the period ended
Dec. 31, 2011, that in view of its current cash resources,
nondiscretionary expenses, debt and near term debt service
obligations, the Company may begin to explore all strategic
alternatives available to it, including, but not limited to, a
sale or merger of the Company, a sale of its assets,
recapitalization, partnership, debt or equity financing, voluntary
deregistration of its securities, financial reorganization,
liquidation or ceasing operations.  In the event that it is unable
to secure additional funding, the Company may determine that it is
in its best interests to voluntarily seek relief under Chapter 11
of the U.S. Bankruptcy Code.  Seeking relief under the U.S.
Bankruptcy Code, even if the Company is able to emerge quickly
from Chapter 11 protection, could have a material adverse effect
on the relationships between the Company and its existing and
potential customers, employees, and others.  Further, if the
Company was unable to implement a successful plan of
reorganization, the Company might be forced to liquidate under
Chapter 7 of the U.S. Bankruptcy Code.


DEWEY & LEBOEUF: Wants to Pay Up to $700K in Bonuses to Employees
-----------------------------------------------------------------
Dewey & LeBoeuf LLP is seeking bankruptcy court approval to pay up
to $700,000 in bonuses to its remaining 52 employees.

Bankruptcy Law360 relates that Dewey, which filed for Chapter 11
bankruptcy in May following the defection of more than half of its
partners, said it would struggle without the bonuses to keep its
dwindling workforce intact.

According to Bankruptcy Beat, the Debtor said that it already
whittled its staff down to a "minimum core" team before seeking
bankruptcy protection, and additional employees have resigned or
been terminated.  The Debtor said that it cannot lose more of its
employees, Bankruptcy Beat relates.  "Without the continued
commitment of these employees, the Debtor's ability to complete an
orderly liquidation and to make a meaningful distribution to
creditors would be severely compromised," the Debtor said in court
papers.

Court papers show that the Debtor is proposing to pay a maximum of
$450,000 in retention payments to all of its rank-and-file
workers.  Bankruptcy Beat reports that five employees, including
the Debtor's director of billing and collections manager, could
get additional money under a proposed incentive plan tied to the
Debtor's ability to collect on client bills.  The Debtor, says
Bankruptcy Beat, was owed about $217 million in outstanding legal
fees at the time of its bankruptcy filing.  Bankruptcy Beat states
that the incentives will come from the fees the Debtor's
collection agent earns and fluctuate depending on the amount of
legal bills collected.

Bankruptcy Beat relates that the payment plan envisions staff
remaining through at least Aug. 31 and at best through
Nov. 30.  The Debtor's four remaining senior managers -- like
executive partner Stephen J. Horvath and general counsel Janis M.
Meyer -- aren't eligible for the incentives or retention payments,
Bankruptcy Beat states.

The court will hold a hearing on July 25 to consider the Debtor's
request, Bankruptcy Beat reports.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, of the 52 still employed by the firm other than senior
management, 44 operational staff will be offered bonuses of two
weeks' to eight weeks' pay depending on how long they remain on
the job. The last worker would leave Nov. 30.  Seven workers
involved in accounts receivable collection also would be given two
to eight weeks' pay, with the last worker leaving Nov. 30.

In addition, Dewey, according to the Bloomberg report, is
proposing that five other key employees collecting accounts
receivable be permitted to share as much as $250,000 in
compensation received by On-Site Associates LLC, a company being
hired to help with collections.  If $50 million in receivables are
collected, the five would share a bonus of $82,500, increasing
another $82,500 if collections total $75 million. If collections
reach $125 million, a final bonus of $82,000 will be paid.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


DEWEY & LEBOEUF: Wants to Hire Firm to Liquidate Frankfurt Office
-----------------------------------------------------------------
Linda Sandler at Bloomberg News reports that Dewey & LeBoeuf LLP
said it wanted to hire another firm to liquidate its Frankfurt
office.

German legal news website JuVe relates that all equity partners at
the Debtor's Frankfurt office have now found new homes.  Joshua
Freedman at The Lawyer says that Ashurst has picked up two
Frankfurt partners from the Debtor, corporate lawyer Benedikt von
Schorlemer and employment specialist Andreas Mauroschat.  Mr. von
Schorlemer will join Ashurst as a partner, while the City firm is
also taking on the Debtor's corporate senior associate Jan
Krekeler, The Lawyer states.  Mr. Mauroschat, according to The
Lawyer, will head Ashurst's German employment practice as its only
employment partner in the jurisdiction.  Litigator Tanja Pfitzner
is setting up her own practice, JuVe reports.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 51.50 cents-on-
the-dollar during the week ended Friday, July 6, 2012, a drop of
0.95 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 153 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

              About R.H. Donnelley & Dex Media East

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

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

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

                           *     *     *

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

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


DIGITAL REALTY: Fitch Rates $453MM Redeemable Stock at 'BB+'
------------------------------------------------------------
Digital Realty Trust, Inc.'s (NYSE: DLR) expansion in the greater
London area will not affect the company's current ratings or
Outlook. Certain of the company's credit metrics will weaken
slightly but will remain appropriate for the 'BBB' Issuer Default
Rating (IDR) in connection with the announcement by DLR and its
operating partnership, Digital Realty Trust, L.P. (collectively,
Digital Realty) that the company is acquiring a three-property
data center portfolio known as the Sentrum Portfolio.

This transaction will add quality real estate to the company's
unencumbered pool, bolster the company's European footprint, and
further reduce overall tenant concentration.

Fitch currently rates Digital Realty as follows:

Digital Realty Trust, Inc.
-- IDR 'BBB';
-- $453.0 million redeemable preferred stock 'BB+';
-- $292.5 million convertible preferred stock 'BB+'.

Digital Realty Trust, L.P.

-- IDR 'BBB';
-- $1.5 billion unsecured revolving credit facility 'BBB';
-- $750 million senior unsecured multi-currency term loan
    facility 'BBB';
-- $1.4 billion senior unsecured notes 'BBB';
-- $266.4 million senior unsecured exchangeable notes 'BBB'.

The Rating Outlook is Stable.

The purchase price for the Sentrum portfolio, which totals
approximately 761,000 square feet in Woking, Watford and Croydon,
will be approximately 715.9 million pounds Sterling or $1.1
billion. Meaningfully, pro forma annualized rent is generated
across 31 markets in nine countries and will increase Digital
Realty's exposure to London, a high growth market. In addition, as
of March 31, 2012 pro forma, top tenants were CenturyLink, Inc.
(Fitch IDR 'BBB-' with a Stable Outlook) at 9.5% annualized rent,
Equinix Operating Company, Inc. at 3.7%, TelX Group, Inc. at 3.6%,
Facebook, Inc. at 3.4%, and AT&T (Fitch IDR 'A' with a Stable
Outlook) at 2.9%. Digital Realty's exposure to each of its top
four tenants declines from 40 to 90 basis points of annualized
rent when compared with March 31, 2012 levels.

The 'BBB' IDR continues to reflect the solid performance of the
company's large data center portfolio. The portfolio benefits from
favorable demand, high barriers to entry, as well as long-term
leases, and contributes towards improving fixed charge coverage.
Digital Realty also has a strong balance sheet, a deep bench in
terms of real estate and technical expertise professionals, and a
good liquidity profile.

The ratings also take into account that the company is a niche
real estate investment trust (REIT) that is by definition exposed
to the technology industry. Technology industry obsolescence and
cycles can cause industry volatility, creating vacancy but also
enable new entrants to fill vacant space. In addition, the company
has good unencumbered asset coverage of unsecured debt, but its
access to secured debt for contingent liquidity and financial
flexibility may be more constrained than for REITs in other
commercial property sectors.

Positive demand drivers for datacenters include growth in data
storage and use by corporate enterprises, telecommunication
companies, providers of colocation (multi-tenant datacenter
product offered on the basis of individual racks or cages), and
other customers such as social networking sites. Cloud computing
(shared resources provided to Internet computing devices on
demand) and other changes in information technology are also
boosting datacenter demand, while expensive building costs limit
new supply.

In this context, leasing trends remain positive for Digital
Realty's Turn-Key Flex (TKF) properties that offer metered power
to various customers, as well as Powered Base Building (PBB) space
that enables tenants to build out their own datacenter facilities.
TKF and PBB lease renewal rates on commenced leases increased in
the first quarter of 2012 (1Q'12) by 1.2% and 20.5%, respectively,
resulting in same store net operating income (NOI) growth of 9.1%
in 1Q'12. Same-store NOI increases ranged from 6.4% to 11.1% each
quarter in 2011. Tier1 Research, LLC projects that datacenter
revenue growth will continue on its current trajectory during
2012-2013, which should provide opportunities for Digital Realty
to continue to increase rents and leasing up space under
construction.

Digital Realty's remaining lease term was seven years and weighted
average original lease term was approximately 14 years as of March
31, 2012, providing cash flow predictability absent tenant
bankruptcies. The company also has a staggered lease expiration
schedule. As of March 31, 2012, 4.7%, 7.3%, and 12.3% of
annualized rent was scheduled to expire for the remainder of 2012,
2013, and 2014, respectively.

The company's fixed charge coverage ratio (recurring operating
EBITDA less recurring capital expenditures less straight-line rent
adjustments divided by total interest incurred and preferred
dividends) was 2.9 times (x) for the trailing twelve months ended
March 31, 2012 pro forma for the Sentrum acquisition, compared
with 2.8x for the trailing twelve months ended March 31, 2012 and
2.8x in 2011. The company expects to fund the Sentrum portfolio
purchase with borrowings under its global revolving credit
facility, a bridge loan facility, the proceeds from debt and
equity financings (including approximately $796.8 million offering
priced on June 26, 2012) and/or available cash. The pro forma
coverage ratio assumes the company will access the unsecured debt
market to repay the bridge loan facility and a portion of the
global revolving credit facility.

Fitch projects continued mid-to-high single same-store NOI growth,
along with acquisitions in the 7% to 8% capitalization rate range
and a gradual lease-up of construction in progress, to result in
fixed charge coverage sustaining around 3.0x over the next 12 to
24 months.

In a stress case where the majority of the company's current
development pipeline remains unleased, fixed charge coverage would
decline from current levels but remain above 2.5x, which would be
adequate for the current rating. In a more adverse case not
anticipated by Fitch whereby tenant bankruptcies result in a 10%
decline in NOI, fixed charge coverage would fall just below 2.5x,
which would be weak for the current rating.

Leverage is rising as a result of the Sentrum acquisition, with
net debt to recurring operating EBITDA of 5.4x as of March 31,
2012 pro forma, compared with 5.1x and 4.7x as of March 31, 2012
and Dec. 31, 2011, respectively. Fitch anticipates that leverage
will sustain in the mid 4x to mid 5x range as the company
continues to utilize a combination of debt and equity issuance to
fund acquisitions and development.

In a stress case where the majority of the company's current
development pipeline remains unleased, leverage would approach
5.5x in the near term. In a more adverse case not anticipated by
Fitch whereby tenant bankruptcies result in a 10% decline NOI,
leverage would rise slightly above 5.0x. Both of these downside
leverage levels would remain appropriate for the rating.

Digital Realty's management team has a good track record of
acquiring and developing assets with attractive returns, as well
as a technical staff focused on operating efficiencies. Fitch
anticipates that the company will utilize its productive leasing
platform to fill vacant space in the portfolio currently under
development, offsetting the relatively low 80% leased rate for the
Sentrum portfolio.

The company has a strong liquidity position. Its base case
liquidity coverage ratio assuming no additional capital raises is
2.0x for April 1, 2012 to Dec. 31, 2013 pro forma for the Sentrum
transaction. Fitch calculates base case liquidity coverage as
liquidity sources (unrestricted cash, availability under the
company's $1.5 billion global unsecured credit facility pro forma
for the Sentrum acquisition, and projected operating cash flow
after dividends and distributions), divided by liquidity uses
(debt maturities and projected recurring capital expenditures).
Net proceeds from the company's $796.8 million equity offering
priced on June 26, 2012 are not expected to benefit corporate
liquidity but will instead be used to source the Sentrum
acquisition.

While the company's metrics are strong for a 'BBB' IDR, the rating
takes into account the company's exposure to the technology
market. Digital Realty went public in 2004 several years after the
dot-com bubble burst and has experienced a favorable technology
environment through economic cycles. Moreover, uncertainties
exist, such as the risk that Digital Realty's more successful
tenants choose to develop their own datacenters, as opposed to
leasing space from the company.

As evidenced by the Sentrum portfolio, the company continues to
expand in Europe and across the Asia-Pacific region, including
Singapore and Australia, to take advantage of datacenter needs.
This expansion should provide the potential for above-average
investment returns.

As of June 29, 2012, Digital Realty's portfolio consisted of 105
properties, excluding three unconsolidated joint venture
properties and includes a large unencumbered pool. UA/UD, or the
ratio of unencumbered assets (1Q'12 unencumbered NOI divided by a
stressed capitalization rate of 10%) to unsecured debt, was 1.8x
as of March 31, 2012 pro forma for the Sentrum acquisition,
compared with 2.0x as of March 31, 2012.

The company's access to secured debt for contingent liquidity may
be more constrained than for REITs in more conventional commercial
property sectors given the less-proven nature of the asset class
through cycles and commercial real estate mortgage lender appetite
for the asset class. That being said, the covenants in the
company's credit agreements do not restrict Digital Realty's
financial flexibility.

The Stable Outlook reflects Fitch's projection that fixed charge
coverage will sustain around 3x, that leverage will remain
approximately in the mid-4x to mid-5x range, and that the company
will continue its gradual tenant and asset diversification via
acquisitions and development.

The two-notch differential between Digital Realty's IDR and
preferred stock rating is consistent with Fitch's criteria for a
U.S. REIT with an IDR of 'BBB'. These shares are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

The following factors may have a positive impact on Digital
Realty's ratings and/or Outlook:

-- Fixed charge coverage sustaining above 3.0x (pro forma fixed
    charge coverage ratio is 2.9x);

-- Net debt to recurring operating EBITDA sustaining below 4.5x
    (pro forma leverage is 5.4x);

-- Increased mortgage lending activity in the datacenter sector;

-- Broader tenant and asset diversification.

The following factors may have a negative impact on Digital
Realty's ratings and/or Outlook:

-- Fixed charge coverage sustaining below 2.5x;
-- Leverage sustaining above 6.0x;
-- Base case liquidity coverage sustaining below 1.0x.


DRINKS AMERICAS: Hubert Millet Resigns from Board of Directors
--------------------------------------------------------------
Hubert Millet resigned as a director of Drinks Americas Holdings,
Ltd., on June 28, 2012.  Mr. Millet's resignation was not due to
any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

                      About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

After auditing the fiscal 2011 financial statements, Bernstein &
Pinchuk, 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 significant losses
from operations since its inception and has a working capital
deficiency.

The Company's balance sheet at Jan. 31, 2012, showed $6.74 million
in total assets, $4.39 million in total liabilities, and
$2.35 million in total stockholders' equity.


DYNEGY HOLDINGS: To Present Plan for Confirmation Sept. 5
---------------------------------------------------------
Dynegy Holdings LLC is now a step closer to emerging from
bankruptcy protection after getting court approval of an outline
of their Chapter 11 plan after Judge Cecelia Morris of the U.S.
Bankruptcy Court for the Southern District of New York approved on
July 3 the outline or the so-called disclosure statement, which
describes the company's proposed restructuring plan.

In a 19-page decision dated July 3, Judge Morris held that the
disclosure statement contains "adequate information" that would
allow Dynegy creditors to make an informed decision on whether to
support the plan.

Judge Morris also overruled objections to the outline and gave
Dynegy Holdings the go-signal to begin soliciting votes from
creditors.

A full-text copy of the July 3 order is available without charge
at http://bankrupt.com/misc/Dynegy_OrdDS070312.pdf

The deadline for voting on and for objecting to the plan is August
24.  A court hearing to consider confirmation of the plan is
scheduled for September 5.

Dynegy Chief Executive Officer Robert Flexon said the approval is
a "significant step forward for the company and firmly places us
on track for a fall emergence."

"We are looking forward to completing the restructuring work and
dedicating our focus exclusively to running the business,
executing on our strategy and building value for all our
stakeholders," Mr. Flexon said in a June 5 statement.

Judge Morris handed down the decision a day after she instructed
lawyers involved in Dynegy Holdings' bankruptcy case to change the
wording of an order approving the outline to give creditors more
information about the proposed restructuring, according to a
July 2 report from Bloomberg News.

Earlier, the U.S Trustee, a Justice Department agency that
oversees bankruptcy cases, complained the disclosure statement
does not provide enough information about the anticipated
bankruptcy filing of Dynegy Inc., among other issues.

Lawyers representing The Town of Newburgh and Orange County also
filed an objection, arguing the outline does not say if Dynegy
Holdings will continue to cover the operational losses incurred by
its Roseton and Danskammer plants prior to their sale.  They
eventually dropped their objection after Dynegy Holdings made
revisions to the outline to address each of the issues raised by
the municipality and the U.S. Trustee.

Dynegy Holdings' proposed plan calls for the merging between the
company and Dynegy Inc., with the parent being the surviving
entity.

Under the plan, $200 million cash and 99% of the merged companies'
stock will be given to holders of $4.2 million of general
unsecured claims against Dynegy Holdings.  The claims include
about $3.5 billion on six issues of notes, $110 million for a tax-
indemnity claim, $540 million on lease guaranty claims, and $55
million to holders of $222 million in subordinated debt.  The plan
also provides for the distribution of 1% of the merged companies'
stock to holders of administrative claims.

General unsecured creditors with claims of about $4.2 billion,
including noteholders, will receive a recovery of between 59% and
89%.

The restructuring plan is the result of a settlement reached with
creditors holding more than $2.7 billion of claims against Dynegy
Holdings.  Dynegy Inc. plans to file for Chapter 11 protection to
carry out that settlement and complete the merger.

                         About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY HOLDINGS: Town of Newburgh Seeks Tax Payments
----------------------------------------------------
A lawyer representing The Town of Newburgh in Dynegy Holdings
LLC's bankruptcy case is demanding the company to pay the property
taxes it owes, saying it is a "valid administrative claim."

"Payment of taxes is a valid part of the cost of doing business
and consequently a valid administrative expense," said Lewis
Wrobel, Esq.  He pointed out that the property taxes became a
liability of the Dynegy estate on January 1, 2012.

Mr. Wrobel further said the overdue tax bill may affect local
services such as fire protection, which the municipality provides
to the company.

Dynegy Holdings' subsidiaries operate two power generation plants
in Newburgh.  It owes about $7.6 million in property taxes to
Newburgh and Orange County, of which about $5 million is due to
the municipality.  The company also owes Newburgh an additional
$385,000 in fines.

Earlier, a lawyer for the Dynegy units asked Judge Cecelia Morris
to deny Newburgh's and Orange County's motions seeking payment of
property taxes, arguing it would affect operations in the Newburgh
plants as well as future sale of those plants.

Dynegy Holdings' parent and creditors holding more than $2.7
billion of claims against the company recently reached a
settlement, which contemplates a sale of the plants.

Brian Lohan, Esq., at Sidley Austin LLP, in New York, said the
Dynegy units would not be able to fund their operations through
the sale process if they were compelled to pay the tax claims
immediately.

                         About Dynegy Inc.

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

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

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

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

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

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

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

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


DYNEGY INC: Follows Units in Chapter 11 to Set Stage for Merger
---------------------------------------------------------------
Dynegy Inc. on July 6 filed a voluntary petition to reorganize
under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) in
Poughkeepsie, New York.  It also sought joint administration of
its case with those of Dynegy Holdings, LLC and other affiliates.

Dynegy Holdings has filed a Chapter 11 restructuring plan based on
a settlement reached with creditors holding more than $2.7 billion
of claims against Holdings.  The plan support agreement signed by
the parties contemplates the merger of Holdings with Dynegy Inc.,
with Dynegy Inc. as the surviving entity.

Dynegy Inc. has determined that the most prudent method by which
to effectuate the merger contemplated in the Plan is to file for
Chapter 11 relief.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

                         First Day Motions

Dynegy Inc. has sought customary first-day relief designed to
ensure a smooth transition into Chapter 11 administration.  Among
other things, this relief, if granted by the Bankruptcy Court,
will ensure that the Company has sufficient cash and liquidity to
fund its continuing operations and all administrative obligations
incurred during the Chapter 11 process.

Aside from its request for joint administration, Dynegy Inc. has
filed a motion directing that certain orders entered in the
Holdings cases, including the order approving the disclosure
statement explaining the Plan, be made applicable to the Dynegy
Inc. case.

In addition, Dynegy Inc. has sought a motion establishing Aug. 1,
2012 as the deadline for creditors to file proofs of claims and
Jan. 2, 2013 for governmental units to file their claims.

Dynegy Inc. said it seeks to confirm the Plan and emerge from
chapter 11 in as short a time as possible.

                       The Chapter 11 Plan

Dynegy Inc. said its bankruptcy filing is crucial to the
implementation of Holding's pending Chapter 11 plan and the
resolution of months of extremely contentious litigation between
the Company and its stakeholders.

Under the plan, $200 million cash and 99% of the merged companies'
stock will be given to holders of $4.2 million of general
unsecured claims against Holdings.  The claims include about $3.5
billion on six issues of notes, $110 million for a tax-indemnity
claim, $540 million on lease guaranty claims, and $55 million to
holders of $222 million in subordinated debt.  The plan also
provides for the distribution of 1% of the merged companies' stock
to holders of administrative claims.

General unsecured creditors with claims of about $4.2 billion,
including noteholders, will receive a recovery of between 59% and
89%.

Judge Cecelia Morris will convene a hearing to consider
confirmation of the Plan on Sept. 5, 2012.

                            Settlement

Dynegy Inc., Holdings, and certain DH Debtors and the primary
creditor constituencies have obtained approval of an Amended and
Restated Settlement Agreement in Holdings' Chapter 11 case.

Among other things, the settlement, which has already been
approved by the bankruptcy court, provides for Dynegy Inc.
and Holdings to merge and for the administrative claim granted to
Dynegy Inc. in the Dynegy Holdings Chapter 11 case to be
transferred out of Dynegy Inc. for the benefit of its
shareholders.  Both of these matters are the subject of a pending
motion in Holdings' case.  Subject to obtaining additional relief
from the court in Dynegy Inc.'s case, the filing will also permit
the solicitation of votes on the Companies' joint Chapter 11 plan
to commence.  It is contemplated that upon completion of the
merger, Dynegy Inc. will be the surviving entity.  All assets will
then be held under a single holding company, thus eliminating a
layer from the corporate structure.

              Coal-Fired and Gas-Fired Businesses

According to a statement, Dynegy Inc. subsidiaries that own and
operate the Company's coal-fired and gas-fired businesses were
separately financed during 2011 and are therefore not included in
the July 6 Chapter 11 filing.  They will continue to operate their
businesses in the ordinary course.

                           About Dynegy

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

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

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

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

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

The Debtor Entities' financial advisor is FTI Consulting.

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


DYNEGY INC: U.S. Trustee Opposes Merger
---------------------------------------
The U.S. Trustee, a Justice Department agency that oversees
bankruptcy cases, is blocking efforts by Dynegy Holdings LLC to
get court approval of the proposed merger between the company and
its parent.

The proposed merger is part of Dynegy Holdings' proposed Chapter
11 plan of reorganization filed last month, which calls for the
merging of the company and Dynegy Inc., with the parent being the
surviving entity.

The U.S. Trustee said the company did not provide sufficient
information about the merger, which makes it hard to assess its
effects.

"Absent these details, it is impossible to fully understand the
impact of joining the two entities," the agency said in a court
filing.

The U.S. Trustee further said the proposed merger should not be
approved without Dynegy Holdings "meeting its burden to
demonstrate the legal and factual basis" for the merger.  The
agency argued the approval would result in Dynegy Inc. being
authorized to file a bankruptcy case with an approved disclosure
statement, and to solicit votes prior to filing documents required
by U.S. bankruptcy law.

A court hearing to consider the U.S. Trustee's objection is
scheduled for July 9.

                         About Dynegy Inc.

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

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

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

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

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

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

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

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


EK HOSPITALITY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: EK Hospitality, L.P.
        dba Quality Inn
        fka La Quinta
        1001 W. Airport Freeway
        Euless, TX 76040

Bankruptcy Case No.: 12-43842

Chapter 11 Petition Date: July 2, 2012

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

Judge: Russell F. Nelms

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

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

The petition was signed by Manpreet Singh, manager of MMB
Hospitality, LLC.


EMPIRE RANCH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Empire Ranch Golf Course, LLC
        1885 E. Long Street
        Carson City, NV 89706

Bankruptcy Case No.: 12-51565

Chapter 11 Petition Date: July 3, 2012

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

Judge: Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.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/nvb12-51565.pdf

The petition was signed by Dwight Millard, manager member.

Affiliates that previously filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Dwight Millard                         11-50677   03/06/11
Millard Family Business, LLC           12-50890   04/18/12
Sandra Millard                         11-52679   08/22/11
Stanton Park Development, Inc.         11-50438   02/14/11


EMPIRE RESORTS: Exercise Period Under Option Pact on Dec. 21
------------------------------------------------------------
Monticello Raceway Management, Inc., a wholly-owned subsidiary of
Empire Resorts, Inc., entered into an option agreement with EPT
Concord II, LLC, which Option Agreement was amended by letter
agreements, dated March 30, 2012, April 30, 2012, and May 30,
2012.  Pursuant to the Option Agreement, EPT granted MRMI a sole
and exclusive option, to lease certain EPT property located in
Sullivan County, New York, pursuant to the terms of a lease
negotiated between the parties.

MRMI and EPT entered into a fourth letter agreement, dated as of
June 29, 2012, and effective as of June 30, 2012, amending certain
terms of the Option Agreement.  More specifically, MRMI and EPT
agreed to extend the option exercise period from Sept. 21, 2012,
to Dec. 21, 2012.  In addition, the parties agreed to extend the
date by which they would enter into a master development agreement
with respect to the EPT Property from June 30, 2012, to Oct. 1,
2012.  Except for these amendments, the Option Agreement remains
unchanged and in full force and effect.

                  Degliomini Employment Agreement

The Company entered into an employment agreement, dated as of
June 29, 2012, with Charles Degliomini, to continue to serve as
the Company's Executive Vice President or such other titles as may
be granted by the Company.  Mr. Degliomini's employment agreement
provides for a term ending on June 28, 2013, unless Mr.
Degliomini's employment is terminated by either party in
accordance with the provisions thereof.  Mr. Degliomini is to
receive a base salary of $250,000 and such incentive compensation
and bonuses, if any, (i) as the Compensation Committee in its
discretion may determine, and (ii) to which Mr. Degliomini may
become entitled pursuant to the terms of any incentive
compensation or bonus program, plan or agreement from time to time
in effect in which he is a participant.  In the event that the
Company terminates Mr. Degliomini's employment with Cause or Mr.
Degliomini resigns without Good Reason, the Company's obligations
are limited generally to paying Mr. Degliomini his base salary,
unpaid expenses and any benefits to which Mr. Degliomini in
entitled through the termination date.  In the event Mr.
Degliomini's employment is terminated as a result of death or
disability, Mr. Degliomini's or his estate, as the case may be, is
entitled to receive the Accrued Obligations and any unvested
options held by Mr. Degliomini will become vested immediately and
remain exercisable through the remainder of its original 5 year
term.

The Company has agreed to customary indemnification for Mr.
Degliomini for any claims arising out of his service to the
Company.  In addition, Mr. Degliomini agreed to customary non-
competition and non-solicitation provisions that extend for a
post-termination period ranging from three months to one year
following the date of termination depending on the reason for
termination.  Mr. Degliomini has also agreed to customary terms
concerning the protection and confidentiality of company
information.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company reported a net loss of $24,000 in 2011, compared with
a net loss of $17.57 million in 2010.

The Company's balance sheet at March 31, 2012, showed $50.38
million in total assets, $25.05 million in total liabilities and
$25.33 million in total stockholders' equity.


EP LINCOLN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: EP Lincoln Investments, LLC
        4012 Montana, Ave.
        El Paso, TX 79903

Bankruptcy Case No.: 12-31265

Chapter 11 Petition Date: July 3, 2012

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Carlos A. Miranda, III, Esq.
                  CARLOS A. MIRANDA, III & ASSOCIATES P.C.
                  5915 Silver Springs, Bldg 7
                  El Paso, TX 79912
                  Tel: (915) 587-5000
                  Fax: (915) 587-5001
                  E-mail: cmiranda@mirandafirm.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 Oscar Andrade, president/managing
member.


EP PROVIDENCE: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: EP Providence Plaza, LLC
        13141 Soleen Road
        El Paso, TX 79938

Bankruptcy Case No.: 12-31262

Chapter 11 Petition Date: July 3, 2012

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Karla Patricia Martinez, Esq.
                  DIAMOND LAW
                  3800 N. Mesa St. B-3
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  E-mail: usbc@sidneydiamond.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 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb12-31262.pdf

The petition was signed by Antonio Diaz, president.


GAMETECH INTERNATIONAL: Case Summary & Creditors List
-----------------------------------------------------
Debtor: GameTech International, Inc.
        8850 Double Diamond Parkway
        Reno, NV 89521

Bankruptcy Case No.: 12-11964

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
GameTech Arizona Corporation          12-11965
GameTech Canada Corporation           12-11966
GameTech Mexico S. De R.L. De C.V.    12-11967

Chapter 11 Petition Date: July 2, 2012

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

Judge: Peter J. Walsh

About GameTech: GameTech develops and manufactures gaming
                entertainment products and systems.  GameTech
                holds a significant position in the North American
                bingo market with its interactive electronic bingo
                systems, portable and fixed-based gaming units,
                and complete hall management modules.  It also
                holds a significant position in select North
                American VLT markets, primarily Montana,
                Louisiana, and South Dakota, where it offers video
                lottery terminals and related gaming equipment and
                software.  It also offers Class III slot machines
                and server-based gaming systems.

Debtors' Counsel: Dennis A. Meloro, Esq.
                  GREENBERG TRAURIG, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360
                  E-mail: bankruptcydel@gtlaw.com

                         - and ?

                  Matthew L. Hinker, Esq.
                  GREENBERG TRAURIG, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (703) 661-7668
                  E-mail: hinkerm@gtlaw.com

Debtors'
Financial
Advisor:          KINETIC ADVISORS, LLC

Total Assets: $27.22 million as of Jan. 29, 2012

Total Liabilities: $22.88 million as of Jan. 29, 2012

The petitions were signed by Andrew E. Robinson, senior vice
president, chief financial officer, and treasurer.

Debtors' Consolidated List of Their 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Piercy Bowler Taylor & Kern        --                     $153,822
6100 Elton Avenue, Suite 1000
Las Vegas, NV 89107

Elite Casino Products, Inc.        --                     $133,303
333 Munroe Drive
Bloomingdale, IL 60108

Tek Visions Inc.                   --                     $117,476
40970 Anza Road
Temecula, CA 92592

Microtips Technology, LLC          --                      $62,014

OEM-Tech Co.                       --                      $52,477

BCM Advanced Research              --                      $64,176

Cole Kepro International, LLC      --                      $44,898

Elite Manufacturing Technologies,  --                      $44,755
Inc.

Hong Video Technology              --                      $40,680

Primesoft Solutions, Inc.          --                      $40,500

Kassbohrer All Terain Vehicles,    --                      $40,000
Inc.

Summit Data Communications Inc.    --                      $39,250

Ernst & Young                      --                      $49,971

Gaming Laboratories Int'l, Inc.    --                      $30,901

M&M Operators                      --                      $18,904

Dell Marketing L.P.                --                      $19,372

B2 Ventures                        --                      $22,459

Ralston Supply Center              --                      $23,264

Western Computer                   --                      $22,545

Arrow Electronics, Inc.            --                      $17,375


GARLOCK SEALING: Asbestos Claimants Seek Sanctions Against Firm
---------------------------------------------------------------
Howard Goodman at Bankruptcy Law360 reports that a group of
asbestos claimants on Tuesday asked a North Carolina federal judge
to sanction Garlock Sealing Technologies Inc. for allegedly
ignoring a court discovery order and motions to compel discovery
of documents in the company's long-running bankruptcy proceeding.

According to Bankruptcy Law360, the claimants have been seeking
the documents for a year and a half, ever since Garlock asserted
that some claimants had concealed that they had been exposed to
asbestos from products made by Pittsburgh Corning Corp. rather
than Garlock.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GENWORTH FINANCIAL: Moody's Assigns '(P)Ba1' Sub. Debt Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Baa3
rating to the senior unsecured debt of Genworth Financial, Inc.'s
("Genworth"; NYSE: GNW, senior debt at Baa3, review for downgrade)
multiple security shelf. Other provisional ratings assigned are
listed below. The shelf rating renews and replaces a similar
universal shelf registration that expires in August of 2012. All
of the ratings are on review for downgrade, in line with the
review on Genworth's ratings.

Rating Rationale

Moody's said that Genworth's Baa3 senior unsecured debt rating and
the A3 IFS rating (stable outlook) for the life operations is
supported by the company's relatively diversified earnings,
competitive positions in income and protection products, and
proactive steps management has taken to raise capital and address
upcoming debt maturities at the holding company.

According to Scott Robinson, Senior Vice President, "These
strengths are somewhat offset by the holding company's modest
financial flexibility, pressure from shareholders to take
"shareholder-friendly" actions to improve market / book value, and
a lack of lower risk product reserves".

Moody's noted that the following could lead to a confirmation of
the holding company's ratings: 1) De-linkage from the US Mortgage
Insurance (MI) operations so that a downside scenario would not
impact holding company creditors or determination that a downside
scenario would have a modest impact on the group; 2) Capital
actions that enhance holding company financial flexibility without
hurting long-term earnings power of the company. On the other
hand, the following could result in a downgrade of the holding
company's ratings: 1) Failure to de-link the US MI from holding
company creditors or determination that a downside scenario would
have more than a modest impact on the group; 2) Failure to take
capital actions that enhance holding company financial flexibility
without hurting long-term earnings power of the company.

The following provisional ratings were assigned and placed on
review for downgrade:

Genworth Financial, Inc. -- provisional senior unsecured debt
rating at (P)Baa3; provisional subordinated debt rating at
(P)Ba1; provisional preferred stock rating at (P)Ba2.

Genworth Financial, Inc., headquartered in Richmond, Virginia,
reported total assets of $111 billion and total shareholders'
equity of $15.9 billion as of March 31, 2012.

The principal methodologies used in this rating were "Moody's
Global Rating Methodology for Life Insurers," published in May
2010 and "Moody's Global Rating Methodology for the Mortgage
Insurance Industry" published in February 2007.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


GREAT OAKS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Great Oaks Fuel Stop, Inc.
        dba Great Oaks Chevron
        16310 RR 620
        Round Rock, TX 78681

Bankruptcy Case No.: 12-11532

Chapter 11 Petition Date: July 3, 2012

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

Judge: H. Christopher Mott

Debtor's Counsel: Ray Fisher, Esq.
                  FISHER LAW OFFICES
                  P.O. Box 684565
                  Austin, TX 78768-4565
                  Tel: (512) 478-9810
                  Fax: (866) 299-9174
                  E-mail: rayfisher@rayfisherlaw.com

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

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

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

The petition was signed by Tahseen Khan, president.

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                             Case No.
  ------                             --------
Evergreen Enterprises, Inc.          12-11533
Airport Fuel Stop, Inc.              12-11534


GULF COLORADO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gulf, Colorado & San Saba Railway Corporation
        510 North Bridge Street
        Brady, TX 76825

Bankruptcy Case No.: 12-11531

Chapter 11 Petition Date: July 3, 2012

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

Judge: H. Christopher Mott

About the Debtor: Gulf Colorado owns a railroad in San Saba,
                  Mills, McCulloch and Lampasas
                  Counties.

Debtor's Counsel: Frances A. Smith, Esq.
                  SHACKELFORD MELTON & MCKINLEY
                  3333 Lee Parkway, Tenth Floor
                  Dallas, TX 75219
                  Tel: (214) 780-1400
                  Fax: (214) 780-1401
                  E-mail: fsmith@shacklaw.net

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

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

The petition was signed by Richard C. McClure, president and CEO.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Richard C. McClure        Non-Purchase Money     $415,547
135 N. Avenue
Barrington, IL 60010

Howell Crane &            Non-Purchase Money     $123,475
Rigging, Inc.
4600 N. Highway 6,
Ste. 101
Houston, TX 77084

Bill Ables Construction   Non-Purchase Money     $96,000
P.O. Box 1223
Whitney, TX 76692

Lincoln Brokers           Non-Purchase Money     $92,690

St. Charles Group         Non-Purchase Money     $90,000

Henslee Schwartz          Non-Purchase Money     $89,734

Hulcher                   Non-Purchase Money     $67,119

FRA                       Non-Purchase Money     $60,000

Brian Fetting             Non-Purchase Money     $55,000

Progess Rail              Non-Purchase Money     $39,214

Crane Services            Non-Purchase Money     $38,680

Lone Star Locomotive      Non-Purchase Money     $26,422

Balfour Beatty            Non-Purchase Money     $18,500

Johnson Oil Company       Non-Purchase Money     $13,516

Smith Railway Services    Non-Purchase Money     $13,500

Wizard Railcar Repair     Non-Purchase Money     $13,282

Motive Power              Non-Purchase Money     $9,694

Ball Janik                Non-Purchase Money     $6,820

Quality Signal            Non-Purchase Money     $6,000

Alamo                     Non-Purchase Money     $5,391


HAMILTON BROKERAGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Hamilton Brokerage, LLC
        451 Lee's Ford Dock Road
        Nancy, KY 42544

Bankruptcy Case No.: 12-60819

Chapter 11 Petition Date: July 4, 2012

Court: United States Bankruptcy Court
       Eastern District of Kentucky (London)

Debtor's Counsel: Laura Day DelCotto, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper St.
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Fax: (859) 281-1179
                  E-mail: ldelcotto@dlgfirm.com

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

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 James D. Hamilton, trustee of Hamilton
Revocable Trust, sole member.

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                             Case No.
  ------                             --------
Hamilton Capital, LLC                12-60820
Lees Ford Hotels, LLC                12-60821
Lees Ford Woods, LLC                 12-60822
Top Shelf Marine Sales, Inc.         12-60823


HAWKER BEECHCRAFT: Bank Debt Trades at 42% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 57.55 cents-on-
the-dollar during the week ended Friday, July 6, 2012, an increase
of 0.65 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014.  The
loan is one of the biggest gainers and losers among 153 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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


HEALTH CARE REIT: Fitch Rates $1-Bil. Preferred Stock at 'BB+'
--------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB' to the $250 million
Canadian Dollar (CAD) denominated term loan that matures July 27,
2015 issued by Health Care REIT, Inc. (NYSE: HCN).

The loan is coterminous with HCN's $2 billion unsecured credit
facility and bears interest at 145 basis points above the Canadian
Dollar banker's acceptance rate. The loan also has an accordion
feature to expand the loan to a total of $500 million CAD and
serves as a natural currency hedge with respect to the company's
recent Canadian acquisition with Chartwell Seniors Housing REIT
(TSX: CSH.UN). Proceeds will be used to repay balances on the
unsecured credit facility and for general corporate purposes.

Separately, on June 20, 2012 HCN announced that its largest tenant
Genesis HealthCare (16.4% of investment balance as of March 31,
2012) entered an agreement to purchase Sun Healthcare Group
(NASDAQ GS: SUNH) in a $300 million transaction. HCN noted that
the combination of Genesis HealthCare and Sun Healthcare Group
will create the largest provider of post-acute and skilled nursing
services in the country with over 420 facilities located in 29
states.

Genesis' corporate fixed-charge coverage is expected to remain
unchanged in the near term, but may benefit longer-term from
operational efficiencies. HCN currently has 18 facilities leased
to Sun Healthcare that will be added to the master lease with
Genesis, generating a nominal improvement in facility level
payment coverage of the Genesis lease. Fitch views the acquisition
as having a negligible impact to the credit profile of HCN in the
near term but is a longer-term credit positive as operator
consolidation leads to increased operator efficiencies and
coverage levels.

Fitch currently rates HCN as follows:

-- Issuer Default Rating (IDR) 'BBB';
-- $2 billion senior unsecured credit facility 'BBB';
-- $4.8 billion senior unsecured notes 'BBB';
-- $662 million senior unsecured convertible notes 'BBB';
-- $1 billion preferred stock 'BB+'.

The Rating Outlook is Stable.

The 'BBB' IDR takes into account HCN's broad healthcare real
estate platform that contributes toward a fixed-charge coverage
ratio that is consistent with the rating, as well as leverage that
is appropriate for a 'BBB' rated healthcare real estate investment
trust (REIT). HCN also has good access to capital and a solid
liquidity position, including contingent liquidity from
unencumbered assets.

Credit concerns include operational volatility associated with the
company's RIDEA-related investments, regulatory risks affecting
the healthcare REIT sector, and modest operator concentration
related to Genesis HealthCare.

The company's payor sources are 73% private pay (pro forma for the
Chartwell acquisition), limiting government reimbursement risk. As
a result, Fitch does not expect that the June 28, 2012 U.S.
Supreme Court decision on the Patient Protection and Affordable
Care Act of 2010 will materially impact HCN's business in the near
term. Cash flow (EBITDARM) coverage ratios of HCN's tenants were
1.8x on average as of March 31, 2012 which insulates the company
against potential tenant cash flow deterioration, despite the
potential ramifications of the Supreme Court decision for certain
of HCN's tenants that rely on government reimbursements.

As noted in Fitch's 2012 midyear REIT outlook, primary industry
concerns for the remainder of 2012 relate to how skilled-nursing
facility operators are dealing with the 11.1% cut in Medicare
reimbursements and their ability to manage an additional 2%
Medicare cut in 2013 mandated by the Budget Control Act of 2011.
These regulatory risks have been more significant for healthcare
REITs with tenants that are more reliant upon government
reimbursement.

Fixed-charge coverage is appropriate for the 'BBB' rating.
Trailing 12 month fixed-charge coverage as of March 31, 2012 was
2.3 times (x), up slightly from 2.2x in 2011 but down from 2.6x in
2010 and 3.1x in 2009. Fitch defines fixed-charge coverage as
recurring operating EBITDA including Fitch's estimate of recurring
cash distributions from unconsolidated entities less recurring
capital expenditures and straight-line rent adjustments divided by
total interest incurred and preferred dividends. Fitch anticipates
that coverage will increase to the mid-to-high 2.0x range through
2013, driven principally by solid projected operating
fundamentals. In a more adverse case than anticipated by Fitch,
coverage could decline to 2.1x in 2013, which is more commensurate
with a 'BBB-' rating for a healthcare REIT.

Leverage is appropriate for the 'BBB' rating. Net debt as of March
31, 2012 to first quarter 2012 annualized recurring EBITDA was
5.6x, compared to 6.6x at Dec. 31, 2011. In a more adverse case
than currently anticipated by Fitch, leverage could rise above
8.0x over the next 12 to 24 months, which would be consistent with
a rating lower than 'BBB'.

HCN exhibits strong access to capital, having raised $2.2 billion
of common and preferred equity and unsecured debt in 2012, in
addition to $4.3 billion of total debt and equity in 2011 to fund
acquisition and development.

The company's liquidity is strong pro forma for the recent capital
transactions and acquisitions subsequent to quarter-end. Sources
of liquidity (unrestricted cash, unsecured revolving credit
facility availability and projected retained cash flows from
operating activities after dividends) divided by uses of liquidity
(debt maturities, projected recurring capital expenditures and
projected development expenditures) was 2.4x for April 1, 2012 to
Dec. 31, 2013. Liquidity coverage would improve to 2.9x if 80% of
secured debt is refinanced.
The company also benefits from a well-laddered maturity schedule.
Through 2013 the company has only 13.8% of total debt maturing
(including HCN's pro rata share of joint venture debt maturities),
and no more than 15% of total debt maturing in any given year
through 2018.

HCN also has good contingent liquidity due to the presence of a
large unencumbered property pool. Unencumbered assets
(unencumbered annualized 1Q'12 net operating income [NOI] divided
by a stressed 9% cap rate) to unsecured debt was 2.3x, which is
appropriate for the 'BBB' rating.

The portfolio exhibits the potential for increased cash flow
volatility from recent acquisitions in RIDEA operating
partnerships, which represent 15.9% of total annualized 1Q'12 NOI,
or 19.8% of investment balance at March 31, 2012 (22% pro forma
for the recent Canadian acquisition). Separately, the Centers for
Medicare and Medicaid Services (CMS) announced in July 2011 that
it was reducing Medicare skilled-nursing facility (SNF)
Prospective Payment System (PPS) payments in fiscal 2012 by $3.87
billion or 11.1% relative to fiscal 2011. While HCN's tenants
exhibit adequate rent (EBITDARM) coverage of 1.35x for the seniors
housing triple net portfolio and 2.0x for the SNF portfolio,
reductions in SNF PPS will likely result in additional moderate
declines in cash flow coverage. This change in reimbursement is
indicative of the overall regulatory risk that the healthcare REIT
sector will continue to endure, especially given government budget
issues.

HCN's portfolio exhibits moderate tenant concentration resulting
from the 2011 acquisition of certain assets of Genesis HealthCare.
As of March 31, 2012, Genesis was the largest tenant, representing
16.4% of invested capital. The exposure to Genesis will rise
nominally subsequent to the recently announced acquisition by
Genesis of Sun Healthcare Group. The next largest tenant is
Merrill Gardens at 7.5% of invested capital. The large
concentration exposes HCN to increased individual tenant credit
risk.

The Stable Outlook centers on HCN's solid credit metrics, laddered
debt maturity schedule and strong liquidity position. The Outlook
also takes into account Fitch's view that assets within the senior
healthcare sector will continue to benefit from solid
fundamentals, positive demographic trends, and limited new supply.

The two-notch differential between HCN's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's web site at
'www.fitchratings.com', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

The following factors may result in positive momentum in the
ratings and/or Rating Outlook:

-- Fixed-charge coverage sustaining above 3.0x (fixed charge
    coverage was 2.3x at March 31, 2012, but is expected to
    improve pro forma for recent acquisitions and the refinancing
    of preferreds);

-- Leverage sustaining below 5.0x (as of March 31, 2012, leverage
    was 5.6x);

-- Unencumbered assets-to-unsecured debt sustaining above 3.0x
    (unencumbered annualized 1Q'12 NOI divided by a stressed 9%
    cap rate to unsecured debt was 2.3x as of March 31, 2012).

The following factors may result in negative momentum in the
ratings and/or Rating Outlook:

-- Fixed-charge coverage sustaining below 2.5x;
-- Leverage sustaining above 6.0x;
-- Deteriorating tenant/operator cash flow coverage of rent;
-- Unencumbered assets-to-unsecured debt sustaining below 2.0x;
-- A base case liquidity coverage ratio sustaining below 1.0x.


HOMELAND SECURITY: YA Global Forbearance Extended to Aug. 31
------------------------------------------------------------
Homeland Security Capital Corporation entered into the Second
Amendment to the Amended and Restated Forbearance Agreement, dated
Oct. 26, 2011, as amended, entered into by and among YA Global
Investments, L.P., as lender, the Company and certain of its
subsidiaries, pursuant to which the Lender agreed to extend the
Forbearance Period by amending the definition of "Termination
Date" to Aug. 31, 2012.  As amended, the Forbearance Period now
ends on the earlier of (i) Aug. 31, 2012, and (ii) the occurrence
of a "Termination Event," defined in the Agreement, as (i) the
failure of the Company or any Guarantor to perform or comply with
any term or condition of the Agreement; (b) the determination by
the Lender that any warranty or representation made by the Company
or any Guarantor in connection with the Agreement was false or
misleading; (c) the occurrence of a materially adverse change in
or to the collateral granted to the Lender under the Financing
Documents or pursuant to the Agreement, as determined by the
Lender in its sole and exclusive discretion; and (d) the
occurrence of any default or Event of Default under the Financing
Documents.  Although the Amendment is dated June 15, 2012, the
Amendment was not effective until June 29, 2012, when signature
pages were exchanged.

A copy of the Amended Forbearance is available for free at:

                        http://is.gd/99jn9R

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Coulter & Justus,
P.C., in Knoxville, Tennessee, noted that Related Party Senior
Notes Payable totalling $5.55 million are due and payable.  As of
Dec. 31, 2011, the Company has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

The Company also reported a net loss of $3.98 million on $0 of net
revenue for the year ended June 30, 2011.

The Company's balance sheet at March 31, 2012, showed
$9.92 million in total assets, $12.26 million in total
liabilities, $169,768 in warrants payable, and a $2.51 million
total stockholders' deficit.


HORIZON LINES: Board Grants CEO 3-Mil. Restricted Stock Units
-------------------------------------------------------------
The Board of Directors of Horizon Lines, Inc., granted Samuel A.
Woodward, the Company's President and Chief Executive Officer,
3,000,000 restricted stock units.  The grant was made pursuant to
the employment agreement between Mr. Woodward and the Company.
One half (1,500,000) of the RSUs will vest on the following dates
if Mr. Woodward remains in continuous employment with the Company:

   -- 250,000 RSUs on Dec. 31, 2012;

   -- 500,000 RSUs on Dec. 31, 2013;

   -- 500,000 RSUs on Dec. 31, 2014; and

   -- 250,000 RSUs on June 30, 2015.

The other half (1,500,000) of the RSUs will vest on the following
dates if Mr. Woodward remains in continuous employment with the
Company and certain performance goals established by the Board or
the Compensation Committee have been met:

   -- 250,000 RSUs on Dec. 31, 2012;

   -- 625,000 RSUs on Dec. 21, 2013; and

   -- 625,000 RSUs on Dec. 31, 2014.

If any of the performance based RSUs do not vest on their assigned
performance date solely because the performance goals are not met,
then those RSUs will remain outstanding and will be eligible to
vest on subsequent performance dates to the extent performance
goals are established and met for that subsequent year.  All of
the RSUs carry dividend equivalent rights.

If Mr. Woodward's employment is terminated as a result of his
death or disability, Mr. Woodward's time-based RSUs will
immediately vest and become payable, and Mr. Woodward's
performance based RSUs will pro-ratably vest for the year in which
his employment terminates, contingent upon performance goal
achievement for that year.

If Mr. Woodward's employment is terminated by the Company without
cause or if he terminates his employment for good reason, a pro-
rata portion of Mr. Woodward's unvested, time-based RSUs that
would have vested at the end of the year of the termination will
immediately vest and become payable, and Mr. Woodward's
performance based RSUs will pro-ratably vest for the year in which
his employment terminates, contingent upon performance goal
achievement for that year.  In the event of a change of control of
the Company, all of Mr. Woodward's unvested time-based RSUs and
his unvested performance based RSUs will vest immediately and be
paid at the time of the change of control.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of
$31.27 million in 2009.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

The Company's balance sheet at March 25, 2012, showed
$640.74 million in total assets, $828.54 million in total
liabilities, and a $187.79 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


HOSPITAL AUTHORITY OF CHARLTON: Ch. 9 Dismissed, Not Converted
--------------------------------------------------------------
The Hospital Authority of Charlton County failed to convince a
bankruptcy judge to have its Chapter 9 case converted to a
restructuring under Chapter 11.  Instead, the court sided with the
U.S. Trustee and dismissed the case.

Both parties agree that the Hospital Authority is not eligible for
chapter 9, but the parties differ in their theories.  According to
the U.S. Trustee, the Hospital Authority is not eligible to be a
debtor under chapter 9 because the Bankruptcy Code requires
specific state authorization for an entity to file chapter 9, and
the state of Georgia explicitly prohibits authorities created
pursuant to state law from filing a petition for debt relief.
According to the Hospital Authority, it is not eligible for
chapter 9 because it is not a "municipality" as required by 11
U.S.C. Sec. 109(c)(1).  Under 11 U.S.C. Sec. 101(40),
"municipality" to mean a "political subdivision or public agency
or instrumentality of a State".

The Hospital Authority seeks to convert the case to chapter 11.
However, the U.S. Trustee argues that the Hospital Authority is
not eligible for chapter 11 because it is a "governmental unit,"
and therefore not a "person" entitled to chapter 11 relief.

Bankruptcy Judge John S. Dalis said the Hospital Authority is a
creature of specific legislative enactment.  It was created
pursuant to the state of Georgia's Hospital Authorities Law.  The
Hospital Authority can exercise the right of eminent domain to
acquire property.  It is exempt from paying taxes in the same way
cities and counties are exempt from taxes for the operation of
similar facilities.  It is authorized to receive tax revenues from
the County's general fund or from an ad valorem tax.  The Hospital
Authority is also authorized to issue tax-exempt revenue
anticipation certificates which are declared to be issued for an
essential public and governmental purpose.

"Because I find that the Hospital Authority is not eligible to be
a debtor under chapter 11, I do not reach the issue of whether
conversion from chapter 9 to chapter 11 is procedurally possible
without a Bankruptcy Code provision that provides for conversion
of a case from chapter 9 to another chapter," Judge Dalis added.

In his ruling, Judge Dalis cited opinions in previous cases,
including In re Cnty. of Orange, 183 B.R. 594, 602 (Bankr. CD.
Cal. 1995), and In re N. Mariana Islands Ret. Fund, No. 12-00003,
slip op. at 7 (Bankr. D.N.M.I. June 13, 2012).

A copy of the Court's July 3, 2012 Opinion and Order is available
at http://is.gd/afCFMBfrom Leagle.com.

               About Hospital Authority of Charlton

Hospital Authority of Charlton County, Georgia, filed a Chapter 9
petition (Bankr. S.D. Ga. Case No. 12-50305) in Waycross, Georgia,
on April 30, 2012.  The authority owns the Charlton Memorial
Hospital in Fall River, Georgia.  The Charlton Memorial Hospital
is a 25-bed critical access hospital and treats 67,000 patients in
its emergency department each year.  The hospital is/was managed
by St. Vincent's.

The Hospital Authority and the Charlton County are defendants to a
contract suit filed by St. Vincent's Health System, Inc., in
district court (M.D. Fla. Case No. 3:2012cv00285) on March 14,
2012, according to Justia.com.

Bankruptcy Judge John S. Dalis oversees the case.  C. James
McCallar, Jr., Esq., at McCallar Law Firm, serves as the Debtor's
counsel.  The Debtor scheduled $8,937,298 in total assets and
$4,919,654 in total liabilities in its Chapter 9 petition.


INDYMAC BANCORP: Officers Settle Class Suit for $6.5 Million
------------------------------------------------------------
Dow Jones Newswires' Patrick Fitzgerald reports that the former
leaders of failed IndyMac Bancorp, including ex-Chief Executive
Michael Perry and former finance chief Scott Keys, have agreed to
settle a class-action securities lawsuit stemming from the bank-
holding company's collapse in 2008.  In a settlement outlined in
U.S. District Court in Los Angeles, IndyMac's insurers will pay
$6.5 million in cash to investors who had sued the company's
leaders for securities fraud.  Under the deal, Messrs. Perry and
Keys didn't admit wrongdoing.  The $6.5 million will come from
IndyMac's directors' and officers' liability insurance, which
recently was estimated to have $80 million left untapped.

IndyMac shareholders sued Messrs. Perry and Keys in June 2008 over
allegations they had misled investors about the failed mortgage
lender's deteriorating financial condition.  The following month
federal bank regulators seized and closed IndyMac's thrift,
IndyMac Bank.

Mr. Perry is represented by D. Jean Veta, Esq., a partner at
Covington & Burling.

Mr. Perry is also facing a lawsuit by the Federal Deposit
Insurance Corp. for $600 million.

                       About IndyMac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.  Indymac Bancorp
filed for Chapter 7 bankruptcy protection (Bankr. C.D.Calif., Case
No. 08-21752) on July 31, 2008.

At the time of the FDIC takeover, IndyMac was the third-largest
bank failure in U.S. history.  Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of  $100 million to $500 million.

Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.

IndyMac's banking operations, now known as OneWest Bank FSB, are
under the control of a new ownership group that includes hedge-
fund managers John Paulson and George Soros.


JOHN L SMITH: Failed Investments May Result in Bankruptcy Filing
----------------------------------------------------------------
Arkansas Razorbacks head coach is planning to file for bankruptcy,
Kurt Voigt at The Associated Press reports.

According to AP, Mr. Smith said that his land investments started
through acquaintances while he was the coach at Louisville from
1998-2002, starting with one subdivision development.  Mr. Smith
described his stake as being in the "multi-millions", AP relates.

Mr. Smith said that he and his partners faced a difficult time
maintaining their investments as the real estate market started to
slow several years ago, AP states.  "At that point, the bank was
willing to give away money.  We got in over our head with land,
and then the bubble burst and all this land value dropped and we
couldn't sustain it," the report quoted Mr. Smith as saying.
According to the report, Mr. Smith wasn't sure how much money he
owed to creditors, including some of his former partners.

AP relates that John Mason, one of Mr. Smith's former partners,
filed for bankruptcy in December 2011 in Kentucky, listing Mr.
Smith as one of his creditors.  Mr. Mason's filing listed $250,000
in debt to one of Mr. Smith's investment limited liability
corporations, and also listed an unknown amount of debt to Mr.
Smith personally.

Mr. Smith is represented by attorney Jim Dowden in Little Rock and
has representation in Kentucky, AP reports.

John L. Smith is the head coach of the Arkansas Razorbacks,
University of Arkansas' football team.


KLAL INC.: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Klal Inc.
        dba Super 8
        540 E. Central TX Expressway
        Harker Heights, TX 76548

Bankruptcy Case No.: 12-60739

Chapter 11 Petition Date: July 2, 2012

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

Judge: Craig A. Gargotta

Debtor's Counsel: Johnny W. Thomas, Esq.
                  JOHNNY W. THOMAS, LAW OFFICE, P.C.
                  St. Paul Square
                  1153 E. Commerce Street
                  San Antonio, TX 78205
                  Tel: (210) 226-5888
                  E-mail: 1thomas@prodigy.net

Scheduled Assets: $2,199,435

Scheduled Liabilities: $2,206,614

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txwb12-60739.pdf

The petition was signed by Saroj Patel, secretary.


KSK PLAZA: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: KSK Plaza, LLC
        1379 Park Western, Apartment 254
        San Pedro, CA 90732

Bankruptcy Case No.: 12-34318

Chapter 11 Petition Date: July 2, 2012

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

Judge: Harlin DeWayne Hale

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

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

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

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-34318.pdf

The petition was signed by Ki sang Kim, sole member.


KV PHARMACEUTICAL: FDA Issues Further Guidance About Makena
-----------------------------------------------------------
K-V Pharmaceutical Company addressed the additional guidance
provided by the U.S. Food and Drug Administration, which issued a
Questions and Answers document on June 29 to clarify its June 15,
2012, statement on compounded versions of hydroxyprogesterone
caproate (the active ingredient in Makena).  FDA provides further
guidance to healthcare providers and pregnant women at high risk
for recurrent preterm birth, recommending the use of FDA-approved
Makena rather than compounded drug formulations of
hydroxyprogesterone caproate.  The agency also describes its
enforcement policy towards compounded formulations of
hydroxyprogesterone caproate.  Makena is the only FDA-approved
medication indicated to reduce the risk of preterm birth in women
with a singleton pregnancy who have a history of singleton
spontaneous preterm birth.

FDA's June 29, 2012 Q&A can be found at http://is.gd/l7Uubs

"It is important for healthcare providers to take the time to read
and understand FDA's Questions and Answers document issued on June
29, and counsel patients accordingly," said Douglas Laube, M.D.,
M.Ed., Professor, Department of Obstetrics and Gynecology,
University of Wisconsin Medical School, and Former President,
ACOG.  "I encourage the medical community to help resolve issues
in disparity of care that may have resulted from confusion about
the differences between FDA-approved and compounded products, and
work together towards addressing the issue of prematurity in the
United States."

                 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 for
the year ended March 31, 2012, a net loss of $271.70 million for
the year ended March 31, 2011, and a net loss of $283.60 million
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.


LANDAMERICA 1031: 4th Cir. Affirms Ruling in Suit v. SunTrust
-------------------------------------------------------------
The U.S. Court of Appeals for the Fourth Circuit affirmed a ruling
by the U.S. District Court for the District of South Carolina
dismissing with prejudice all claims against SunTrust Banks, Inc.,
in diversity actions, which have been consolidated for pre-trial
proceedings in the District Court by the Judicial Panel on Multi-
District Litigation.  The plaintiff-appellants are the named
representatives of putative classes consisting of approximately
400 members that engaged LandAmerica 1031 Exchange Services, Inc.,
as "qualified intermediary" between February and November 2008.
LES acted as QI in the exchange of investment properties pursuant
to 26 U.S.C. Sec. 1031(a)(1).  The District Court ruled LES did
not assume fiduciary duties with respect to the proceeds of the
sale of relinquished properties.  Accordingly, SunTrust -- which
had held LES's general operating account, sold LES certain
securities, and extended LES a line of credit -- could not be
liable for aiding and abetting the breach of a fiduciary duty by
LES.  The District Court also dismissed the Exchangers' claim of
civil conspiracy.

The cases are:

GERALD R. TERRY; ANN T. ROBBINS; JANE T. EVANS, on their own
behalf and on behalf of a class of others similarly situated,
Plaintiffs-Appellants, v. SUNTRUST BANKS, INC., Defendant-
Appellee, and THEODORE L. CHANDLER, JR.; CHRISTINE R. VLAHCEVIC;
G. WILLIAM EVANS; RONALD B. RAMOS; DEVON M. JONES; STEPHEN CONNER,
Defendants.

ANGELA M. ARTHUR, as Trustee of the Arthur Declaration of Trust,
dated December 29, 1988, and all similarly situated; VIVIAN R.
HAYS, an individual, and all others similarly situated; LEAPIN
EAGLE LLC, a limited liability company, and all others similarly
situated; DENISE J. WILSON, an individual, and all others
similarly situated, Plaintiffs-Appellants, v. SUNTRUST BANKS,
INC., a Georgia corporation, Defendant-Appellee, and G. WILLIAM
EVANS, an individual; STEPHEN CONNOR, an individual, Defendants.

Nos. 11-1704, 11-1707 (4th Cir.).

A copy of the Fourth Circuit's July 2, 2012 decision is available
at http://is.gd/G9GBkDfrom Leagle.com.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

Between March 6 and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates were jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming a Nov. 16
version of the Joint Chapter 11 Plan of LFG and its Affiliated
Debtors, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.

The Plan as to OneStop was confirmed on Feb. 16, 2010, and
declared effective as of March 1, 2010.


LANDAMERICA FINANCIAL: Commonwealth to Pay $11MM to Settle Suit
---------------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that U.S. District Judge
Jeffrey S. White on Thursday preliminarily approved an $11 million
class settlement of claims that Commonwealth Land Title Co. and
others defrauded nearly 400 investors by helping LandAmerica
Financial Group Inc. orchestrate a Ponzi scheme that cost the
investors $191 million.

Judge White signed off on the deal Thursday, a move that will help
trigger an additional $36.8 million payment to the 383 class
members in a related bankruptcy settlement, according to court
filings cited by Bankruptcy Law360.

                      About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LAPOUR GRAND: To File for Chapter 11 Bankruptcy to Foil Receiver
----------------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that Clark County
District Court Judge Elizabeth Gonzalez has cleared the way for a
receiver to take control of the Holsum Lofts office and retail
complex, but it may never happen.

According to the report, an attorney for LaPour Grand Central LLC,
which owns the pioneering attempt at downtown redevelopment, said
the company would soon filed for Chapter 11 bankruptcy protection.
Federal bankruptcy law halts all other collection actions to give
debtors some breathing space while they try to restructure their
finances.

The report says LaPour attorney Kimberly McGhee, Esq., did not
specify when the bankruptcy would be filed.

According to the report, LaPour could not refinance the mortgage
on the property and defaulted early last year.  The principal
balance stood at $6.5 million.  The report says regular payments
on the loan resumed although the foreclosure process had been
initiated.  In April, the loan was sold to an entity called Holsum
Note 231241, the principals of which have not be identified.

The report says Holsum Note said in court papers that LaPour has
been withholding rent payments collected from tenants, an
important component of the collateral.


LEE'S FORD DOCK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lee's Ford Dock, Inc.
        451 Lee's Ford Dock Road
        Nancy, KY 42544

Bankruptcy Case No.: 12-60818

Chapter 11 Petition Date: July 4, 2012

Court: United States Bankruptcy Court
       Eastern District of Kentucky (London)

About the Debtor: Lee's Ford Dock owns the Lee's Ford Resort
                  Marina -- http://www.leesfordmarina.com/-- a
                  recreational marina resort on Lake Cumberland, 3
                  miles from Somerset, Kentucky.  The resort
                  offers world class lodging, lake-front cottages
                  as well as houseboat and vacation rentals.

Debtor's Counsel: Laura Day DelCotto, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper St.
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Fax: (859) 281-1179
                  E-mail: ldelcotto@dlgfirm.com

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

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

The petition was signed by James D. Hamilton, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Department of the Army    Lease                  $138,305
Nashville District Corps
of Engineers
PO Box 1070
Nashville, TN 37202

BB&T Bankcard Corp.       Credit Card            $49,495
P.O. BOX 580503
Charlotte, NC 28258

Southern Petroleum,       Trade Debt             $37,435
Inc.
PO Box 803
Somerset, KY 42502

US Foodservice/           Trade Debt             $33,060
Knoxville

Gordon's Food Service     Trade Debt             $24,083

Produce Distributors      Trade Debt             $6,681

Lowes                     Trade Debt             $6,089

Donovan Marine, Inc.      Trade Debt             $3,757

Waste Connections of      Utility                $3,372
Ky, Inc.

Epperson Electric         Trade Debt             $2,812

Eubank Electric Supply    Trade Debt             $1,281

Ira E. Clark Detective    Trade Debt             $1,224
Agency, Inc.

Cumberland Electric       Trade Debt             $1,166
Supply

Harris Publishing, Inc.   Trade Debt             $1,100

Commercial Refrigeration  Trade Debt             $948
of Ky, Inc.

Taylor Enterprises of     Trade Debt             $701
Ky, Inc.

Southern Belle Dairy      Trade Debt             $693

Cojo's Refrigeration      Trade Debt             $653

Pitney Bowes, Inc.        Trade Debt             $559

South Central             Trade Debt             $523
Janitorial


LEHMAN BROTHERS: Court Keeps Objection to JPMorgan Claim Intact
---------------------------------------------------------------
Bankruptcy Judge James M. Peck rejected the request of JPMorgan
Chase Bank, N.A. to strike certain of the grounds for relief set
forth the objection by Lehman Brothers Holdings Inc. and Lehman
Brothers Inc. to the bank's proofs of claim related to losses that
the bank allegedly incurred in the unwinding of complex triparty
repo transactions.

LBHI and its Official Committee of Unsecured Creditors prosecuted
the objections.  They argue that JPMorgan's claims as LBI's
triparty repo custodian are greatly overstated because (i)
JPMorgan did not sell the collateral securing its position in a
commercially reasonable manner, (ii) certain of the losses are
traceable to the actions of Barclays Capital Inc. and have already
been settled, and (iii) JPMorgan improperly has added postpetition
interest to the claim.

JPMorgan moves to strike those parts of the Objection that are
based upon its settlement with Barclays and its claim for
postpetition interest.

Judge Peck said the motion practice is a calculated effort by
JPMorgan to preemptively cut away portions of the Objection.
"This effort is taking place within the context of an ongoing
larger multi-layered litigation concerning the net amounts that
may ultimately be payable by these parties to one another, either
by an agreed reconciliation and settlement or after a final
judicial determination," he said.

According to Judge Peck, the motions to strike are generally
disfavored, and the benefit of any doubt at the pleading stage
properly should go to the Objectors.  "Allowing the Objectors the
opportunity to continue advancing all points raised in the
Objection and to present evidence in support of their multiple
arguments to reduce the amount of JPMorgan's claim is appropriate
and does not prejudice JPMorgan, especially in a setting such as
this in which granting the Motion would not yield any measurable
savings of time and expense or help to resolve other issues in
dispute.  Denial of the Motion is procedural and is not an
indicator of how the Court will decide the substantive points
raised in the Motion."

JPMorgan served as the principal clearing bank for LBI as well as
the agent for LBI's tri-party repurchase agreements.  In its
capacity as LBI's clearing bank, JPMorgan facilitated the
clearance and settlement of securities trades by LBI.  JPMorgan
acted as agent and intermediary for LBI and its tri-party repo
investors who purchased LBI's securities.  In this capacity, each
morning JPMorgan would advance funds to LBI to "unwind" all of
LBI's triparty repo trades.

On Sept. 19, 2008, prior to the commencement later that day of
LBI's SIPA liquidation case, JPMorgan unwound certain of LBI's
triparty repo trades resulting in an obligation to JPMorgan in the
amount of $25,279,675,964.  Securities held in LBI's clearance
account served as collateral for that obligation.  The Objectors
assert that these securities, according to JPMorgan's records, had
a market value of $27,218,845,261 and that cash and other incoming
payments totaled $3,489,450,764.  JPMorgan was also holding $8.6
billion of LBHI cash and money market funds.  The transfer of
those funds is the subject of an adversary proceeding that is
pending against JPMorgan.

JPMorgan filed Proof of Claim No. 4939 against LBI on May 29,
2009, to recover the deficiency resulting from the outstanding
$25,279,675,964 in extensions of credit owed by LBI under the
Clearance Agreement.  On Sept. 22, 2009, JPMorgan filed Proof of
Claim No. 6642 against LBHI in connection with LBHI's obligations
under the parties' August and September guaranty agreements.
JPMorgan amended the LBI Proof of Claim on March 31, 2010, and the
LBHI Proof of Claim on April 1, 2010, after the parties entered
into a Collateral Disposition Agreement, dated March 16, 2010.

The amended LBI Proof of Claim states that, as of March 15, 2010,
the amount of the deficiency had been reduced to $6,333,781,099
"principally by application of the sale proceeds of securities
collateral . . . pledged by [LBI] pursuant to the Clearance
Agreement to secure such claims. . . ."

The Proofs of Claim also seek $280,224,670 in postpetition
interest on the Deficiency Claim through the date of execution of
the Collateral Disposition Agreement.

In the hectic days immediately following commencement of the LBHI
bankruptcy, a dispute arose between JPMorgan and Barclays based on
the failure of Barclays to rollover a certain $15.8 billion repo.
JPMorgan asserted that Barclays had reneged on an undertaking to
refinance extensions of credit by JPMorgan to LBI under the
Clearance Agreement and that as a result, JPMorgan was required to
unwind a $15.8 billion overnight repo on Sept. 18, 2008.

JPMorgan and Barclays, with the active encouragement of the
Federal Reserve Bank of New York, promptly engaged in talks
regarding their dispute, resulting in a Sept. 22, 2008 Services
and Settlement Agreement.

The SSA contained a settlement and mutual release between JPMorgan
and Barclays whereby (i) JPMorgan and Barclays released each other
with respect to certain disputes, including losses claimed as a
result of Barclays' failure to roll over the $15.8 billion repo,
and (ii) Barclays agreed to withdraw a then pending lawsuit
against Bear Stearns Asset Management, an entity that recently had
been acquired by JPMorgan.

On Dec. 5, 2008, JPMorgan and Barclays entered into a second
settlement agreement finally resolving the issues between them,
including a dispute over $7 billion allegedly due from JPMorgan.
Under the terms of the December Settlement Agreement, JPMorgan
kept much of this $7 billion in cash, but in exchange agreed to
transfer billions of dollars in securities and cash claimed by
Barclays. This agreement still required Barclays to withdraw the
Bear Stearns Lawsuit, a litigation of unknown value at the time
that has been estimated by one witness to be worth approximately
$400 million.

JPMorgan and Barclays also released each other from all claims
relating to the $7 billion that had been sought by Barclays, the
$45 billion reverse repurchase transaction between Barclays and
LBI for the refinancing of the Federal Reserve Bank of New York's
Primary Dealer Credit Facility and other financings, and the
securities delivered by LBI to Barclays on Sept. 18, 2008, as well
as triparty repos related to LBI.

A copy of the Court's July 3, 2012 Memorandum Decision is
available at http://is.gd/9r2Debfrom Leagle.com.

                   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: Asks for Flexibility in ADR Procedures
-------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates ask the Court to
approve amended alternative dispute resolution procedures for
affirmative claims under derivatives transactions with special
purpose vehicle counterparties to improve the procedures as
applied to transactions in which all or some of the Debtors'
assets have been distributed under the Plan.

According to Richard W. Slack, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Debtors have received a total of more than
$1.1 billion new dollars as a result of settlements reached under
the ADR Procedures.  The Plan Administrator, however, believes
that introducing certain additional flexibility into the SPV
Derivatives ADR Procedures will aid the Debtors in reaching
settlement and recovering funds due the estates especially in
light of challenges that have arisen in the course of seeking to
recover amounts owed to the Debtors.

In particular, because in certain of the SPV Derivatives
Transactions, funds due the estates already have been distributed
to holders of notes or beneficial interests who are known to the
Debtors, the amended SPV Derivatives ADR Procedures would allow
the Debtors at their election to serve one or more noteholders
directly and without the inclusion of an SPV Derivative
Counterparty.  The inclusion of an SPV Derivative Counterparty
may unduly complicate the settlement process in certain
circumstances when the funds at issue already have been
distributed in whole or in part to one or more noteholders, who
may therefore settle directly and on their own behalf with the
Debtors.

A full-text copy of the proposed amended SPV Derivatives ADR
Procedures is available for free at:

           http://bankrupt.com/misc/lehman29164.pdf

                       About Lehman Brothers

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

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

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: Opposes Agostini Trust's Bid to Recover Property
-----------------------------------------------------------------
A lawyer representing The Edward J. Agostini Living Trust and the
Sylvia Agostini Living Trust seeks a court order requiring Lehman
Brothers OTC Derivatives Inc. to return properties owned by the
trusts.  The properties consist of 3,592 shares of United Parcel
Service Inc. and $209,687 in cash.  The trusts delivered the
properties to Lehman Brothers OTC in 2007 as collateral under
certain derivative deals.

Lehman Brothers Holdings Inc., as Plan Administrator for Lehman
Brothers OTC Derivatives, Inc., asserts that the Court should
deny the Motion because (i) determining the parties' entitlement
to the UPS Shares and the UPS Dividends and issuing an order in
accordance with such determination would be premature and a waste
of the resources of the Court and LOTC, (ii) the Agostini Parties
are not entitled to relief from the automatic stay pursuant to
Section 362(d)(2), (iii) the Agostini Parties are not entitled to
relief from the automatic stay pursuant to Section 362(d)(1), and
(iv) the Motion is procedurally deficient.

The Agostini Parties assert that their claims were properly filed
against LOTC but the claims have not been scheduled for a hearing
and LOTC had never communicated with them regarding the closeout
of the Forward Contracts.  "While other creditors have received
substantial initial payments under the Reorganization Plan, the
Agostini Parties have received nothing and LOTC has unilaterally
adjourned a hearing on its objection without setting a date.  Far
from resolving these claims, LOTC seems to be delaying them."
The Agostini Parties also note that there is no argument in favor
of LOTC retaining the property.  "It is the Agostini Parties who
are entitled to the property and the automatic stay must be
lifted in order to allow them to access to that property."
Moreover, the Agostini Parties assert that to the extent an
adversary proceeding needs to be filed to get the relief they
seek, they will file an adversary proceeding.  However, they
point out, the record as to the Agostini Parties' undisputed
ownership of the property at issue will present no factual issue
that needs to be resolved in a plenary adversary proceeding.

                       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: Opposes MM 156's $76-Mil. Loss of Profit Claim
---------------------------------------------------------------
Lehman Brothers Holdings Inc., as Plan Administrator, seeks to
disallow and expunge a claim filed by Middle Mountain 156, LLC,
Claim No. 2974 for $76,004,383.40, which is based on "Loss of
profit/lender defaul[t]."

According to the Plan Administrator, the Middle Mountain Claim
arises out of a real estate financing transaction pursuant to
which LBHI agreed to lend Middle Mountain approximately $44
million. Middle Mountain subsequently defaulted on its repayment
obligations under the loan and, in connection with a forbearance
agreement, waived any and all claims it may have had against LBHI
in connection with the loan.  In an action brought by LBHI's
successor in interest in the loan, the District Court found that
the waivers contained in the forbearance agreement were valid and
that Middle Mountain's principals, as guarantors of Middle
Mountain's obligations under the loan, were therefore barred from
asserting affirmative defenses against LBHI that were based on
LBHI's alleged default under the loan.  As the issues underlying
the Middle Mountain Claim -- the enforceability of the
forbearance agreement and LBHI's liability for alleged breaches
of the loan -- were already litigated and decided in the District
Court, Middle Mountain is barred by the doctrine of collateral
estoppel from re-litigating them in connection with the Middle
Mountain Claim. Further, even if the Middle Mountain Claim is not
barred by the doctrine of collateral estoppel, the Court should
find that Middle Mountain waived any and all of its claims
against LBHI in the forbearance agreement and, accordingly, that
Middle Mountain is barred from asserting such waived claims under
the guise of the Middle Mountain Claim.

                       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: AIG Says License Agreement Not a Lease
-------------------------------------------------------
As reported in the Troubled Company Reporter in May, Lehman
Brothers Holdings Inc. is asking the U.S. Bankruptcy in Manhattan
to reduce AIG Global Services Inc.'s claim against the company to
$5.43 million and allow it as a non-priority general unsecured
claim.  The claim, designated as Claim No. 66918, stemmed from the
rejection of a license agreement dated March 31, 2004.

AIG Global Services, f/k/a AIG Technologies, Inc., tells the Court
that Lehman Brothers Inc., shortly after it filed for bankruptcy,
reviewed the License Agreement for Use of Co-Location Space, dated
as of March 31, 2004, in which AIG Global granted to Holdings a
license to access the Facility and to make use of the Customer
Space for the primary purpose of operating certain servers and
other equipment.  AIG Global notes that Holdings recognized the
License Agreement for what it is -- a license.  AIG Global pointed
out that Holdings consistently acted on its position that the
License Agreement was a license and not a lease -- it did not
assume or reject the License Agreement within the time limit for
leases of nonresidential property under Bankruptcy Code section
365(d)(4), and it chose instead to avail itself of the License
Agreement's terms through June 2010. More than a year and a half
after the bankruptcy filing, and long after the outside statutory
deadline for either assuming a lease or surrendering leased
nonresidential real property, Holdings rejected the License
Agreement pursuant to a notice to reject an executory contract.
Holdings now wishes to flip positions and argue that the License
Agreement should be a lease in order to cap AIG Global's claim.
Holding has waived its right to do so by its own intentional
conduct.

According to AIG Global, even if such an argument were permitted,
Holdings fails to point to convincing evidence that the License
Agreement should be treated as a lease. Holdings instead
highlights a few provisions that can be found in a lease or a
license, and it ignores a specific provision in the License
Agreement in which it agreed that the License Agreement is a mere
license and conveyed no leasehold interest to Holdings. Holdings
fails to demonstrate the License Agreement should be
recharacterized as a lease, and the Objection should be denied,
AIG Global asserts.

Warren A. Luedecker, Jr., filed a declaration in support of AIG
Global's response to the Plan Administrators' Objection to Claim
No. 66918.  Mr. Luedecker is a Senior Vice President and General
Counsel of AIG Global.

                       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: Objects to Laurel Cove, Logan Hotels Claims
------------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to disallow and expunge Claim No. 17763 filed by Laurel
Cove Development, LLC, against the company.

The real estate developer seeks damages in the sum of $150
million for Lehman's alleged failure to fund the acquisition and
development of 1,120 acres of land in Williamson County,
Tennessee.

In court papers, Lehman argued that it has no liability for the
claim since it sold all of its rights and interests in the loan
before Laurel Cove asked for funding.

The company is also opposing Claim No. 17588 filed by Logan
Hotels and Resorts, Mexico, S.A. de c.v.

The bankruptcy court will hold a hearing on August 23.  Objections
are due by August 9.

                       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)


LEVEL 3: Board of Directors Modifies Committees Membership
----------------------------------------------------------
The Board of Directors of Level 3 Communications, Inc., modified
the membership of the Audit, Compensation, Nominating and
Governance and Strategic Planning committees.

          Audit Committee
          John T. Reed (Chairman)
          Kevin P. Chilton
          Archie R. Clemins

          Compensation Committee
          Michael J. Mahoney (Chairman)
          Richard R. Jaros
          Peter Seah Lim Huat
          Albert C. Yates

          Nominating and Governance Committee
          James O. Ellis, Jr. (Chairman)
          Steven T. Clontz
          Albert C. Yates

          Strategic Planning Committee
          Steven T. Clontz (Chairman)
          Archie R. Clemins
          Richard R. Jaros
          Charles C. Miller, III

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$13.07 billion in total assets, $11.76 billion in total
liabilities, and $1.31 billion in total stockholders' equity.

                          *     *     *

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.


LON MORRIS COLLEGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lon Morris College
        800 College Avenue
        Jacksonville, TX 75766

Bankruptcy Case No.: 12-60557

Chapter 11 Petition Date: July 2, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Tyler)

Judge: Bill Parker

About the Debtor: Lon Morris College was founded in 1854 as a not-
                  for-profit religiously affiliated two-year
                  degree granting institution.  Over the past 158
                  years, the College has impacted the lives of
                  countless members of the local Jacksonville
                  community.

                  The Debtor filed for bankruptcy after seeing a
                  decline of endowments and enrolments to pay
                  teachers, vendors and creditors.

Debtor's Counsel: Christopher D. Johnson, Esq.
                  MCKOOL SMITH P.C.
                  600 Travis Street, Suite 7000
                  Houston, TX 77002
                  Tel: (713) 485-7315
                  Fax: (713) 485-7344
                  E-mail: cjohnson@mckoolsmith.com

                         - and ?

                  Hugh Massey Ray, III, Esq.
                  MCKOOL SMITH P.C.
                  600 Travis, Suite 7000
                  Houston, TX 77002
                  Tel: (713) 485-7300
                  Fax: (713) 485-7344
                  E-mail: hmray@mckoolsmith.com

                         - and ?

                  Timothy Webb, Esq.
                  WEBB AND ASSOCIATES
                  3401 Louisiana Street, Suite 120
                  Houston, TX 77002
                  Tel: (713) 752-0011
                  Fax: (713) 752-0013
                  E-mail: timwebblaw@aol.com

Debtor's
Chief
Restructuring
Officer:          Bridgepoint Consulting LLC's Dawn Ragan

Total Assets: $35 million as of April 30, 2012

Total Liabilities: $18 million in funded debt and $2 million in
                   trade and other liabilities as of April 30,
                   2012

The petition was signed by Dawn Ragan, chief restructuring
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pioneer College Caterers, Inc.     Trade Payable          $573,095
303 Glenrose Avenue
Nashville, TN 37210

Scurlock Foundation                Unsecured Note         $250,000
3355 W. Alabama, Suite 630
Houston, TX 77098

General Board of Higher Edu. &     Unsecured Loan         $250,000
Ministry
1001 Nineteenth Avenue South
P.O. Box 340007
Nashville, TN 37203-0007

A-1 Plumbing & Electrical Services Trade Payable          $135,490

Reliant Energy                     Trade Payable           $88,362

Follett Virtual Bookstore          Trade Payable           $86,554

Jenzabar, Inc.                     Trade Payable           $61,643

Tilley, LLC                        Trade Payable           $55,470

Riddell All American               Trade Payable           $45,393

Tyler Wood Works, Inc.             Trade Payable           $36,213

Heartspring Methodist Foundation   Loan                    $26,014

First Insurance Funding Corp.      Trade Payable           $25,582

Taylor Publishing Company          Trade Payable           $25,383

E. Dale Dotson                     Wages                   $25,271

Hawkes Learning Systems            Trade Payable           $21,469

Visa ? SSB                         Trade Payable           $21,134

Suddenlink Business                Trade Payable           $20,797

Dell Marketing LP                  Trade Payable           $19,697

Verizon Southwest                  Trade Payable           $18,007

City of Jacksonville Water Dept.   Trade Payable           $17,871


MAH PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MAH Properties, LLC
        4501 Cedros Ave., No. 312
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 12-16075

Chapter 11 Petition Date: July 3, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Warren N. Nemiroff, Esq.
                  TDG LAW GROUP, APC
                  9595 Wilshire Blvd #900
                  Beverly Hills, CA 90212
                  Tel: (310) 285-1559
                  Fax: (310) 492-4394
                  E-mail: wnemiroff@yahoo.com

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

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

A copy of Company's list of its five largest unsecured creditors
is available for free at http://bankrupt.com/misc/cacb12-16075.pdf

The petition was signed by Marcie Graham, manager.


METRO TOWER: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Metro Tower, LLC
        500 S. Taylor, Ste 501
        Amarillo, TX 79101

Bankruptcy Case No.: 12-20351

Chapter 11 Petition Date: July 3, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: Patrick Alan Swindell, Esq.
                  SWINDELL & ASSOCIATES, PC
                  1105 S. Taylor
                  Amarillo, TX 79101
                  Tel: (806) 374-7979
                  Fax: (806) 374-1991
                  E-mail: amacourt@borenswindell.com

Scheduled Assets: $1,220,000

Scheduled Liabilities: $733,695

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/txnb12-20351.pdf

The petition was signed by Todd Harmon, managing member.


MICHIGAN FINANCE: Moody's Confirms 'Ca' Rating on 20-B Bonds
------------------------------------------------------------
Moody's Investors Service confirmed two classes of student loan
revenue bonds, issued by Michigan Finance Authority, previously
known as Michigan Higher Education Student Loan Authority. The
underlying collateral consists of a pool of Federal Family
Education Loan Program (FFELP) student loans that are guaranteed
by the Department of Education for a minimum of 97% of defaulted
principal and accrued interest.

The complete rating actions are as follows:

Issuer: Michigan Higher Education Student Loan Authority (2007
Indenture)

Senior Lien Series 20-A Bonds (AMT), Confirmed at B3 (sf);
previously on Feb 16, 2012 B3 (sf) Placed Under Review for
Possible Downgrade

Subordinate Lien Series 20-B Bonds (AMT), Confirmed at Ca (sf);
previously on Feb 16, 2012 Ca (sf) Placed Under Review for
Possible Downgrade

Ratings Rationale

The rating confirmations are due to an increase in the
transaction's total parity, i.e. the ratio of total assets to
total liabilities, which fully offsets a reduction in excess
spread relative to Moody's previous estimation. Moody's placed
these bonds under review for downgrade on February 16, 2012 as a
result of the discovery of an input error that had occurred during
the downgrades of the senior and subordinate classes on June 4,
2009 and February 12, 2009, respectively. At the time of the 2009
rating actions, Moody's did not take into account a structural
feature that states that in calculating interest rates on the
bonds, a multiple applied to an index should increase from 200% to
250% if bonds are rated less than Aaa. After correcting the
calculation, the interest rate on the bonds increased, and the
excess spread generated by the transaction decreased. The
reduction in excess spread was fully offset, however, by a
substantial increase in the transaction's total parity, i.e. the
ratio of total assets to total liabilities. As a result of a
series of bond repurchases at a discount by the issuer, the total
parity increased from 98.5% as of June 2009 to 106.4% as of March
2012, the latest reporting date.

The principal methodology used in this rating was "Moody's
Approach to Rating Securities Backed by FFELP Student Loans",
published in April 2012.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not limited to,
the performance metrics.

The ratings on both the senior and subordinate bonds would be
upgraded if the spread between the 3 month LIBOR index on the
liability side and the 1 month LIBOR on the asset side is 10 bps
lower, and would be downgraded if the spread is 10 bps higher.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation(R)(SFW), a cash
flow model developed by Moody's Wall Street Analytics.


MONTECITO AT MIRABEL: Files for Chapter 11 in Phoenix
-----------------------------------------------------
Montecito At Mirabel Development, L.L.C., filed a bare-bones
Chapter 11 petition (Bankr. D. Ariz. Case No. 12-15110) in Phoenix
on July 5, 2012, estimating assets and debts of $10 million to
$50 million.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for Aug. 7, 2012 at 11:00 a.m.

Shelton L. Freeman, Esq., at Deconcini Mcdonald Yetwin & Lacy PC,
serves as counsel to the Debtor.

A related entity, The Landing at Reid's Ranch Development, LLC,
filed a Chapter 11 petition (Case No. 09-33903) on Dec. 31, 2009.


MONTGOMERY BANK: Closed; Ameris Bank Assumes All Deposits
---------------------------------------------------------
Montgomery Bank & Trust of Ailey, Ga., was closed on Friday, July
6, by the Georgia Department of Banking and Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Ameris Bank of Moultrie, Ga., to assume
all of the deposits of Montgomery Bank & Trust.

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

As of March 31, 2012, Montgomery Bank & Trust had around
$173.6 million in total assets and $164.4 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, Ameris Bank agreed to purchase around $12.4 million
in assets, comprised mainly of cash and cash equivalents.  The
FDIC will retain the remaining assets for later disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-640-2693.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $75.2 million.  Compared to other alternatives, Ameris
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Montgomery Bank & Trust is the 32nd FDIC-insured institution
to fail in the nation this year, and the sixth in Georgia.  The
last FDIC-insured institution closed in the state was Security
Exchange Bank, Marietta, on June 15, 2012.


MORGAN'S FOODS: Posts $39,000 Net Income in May 20 Quarter
----------------------------------------------------------
Morgan's Foods, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $39,000 on $20.31 million of revenue for the 12 weeks ended
May 20, 2012, compared with a net loss of $217,000 on
$19.56 million of revenue for the 12 weeks ended May 22, 2011.

The Company's balance sheet at May 20, 2012, showed $53.51 million
in total assets, $54.51 million in total liabilities and a $1
million total shareholders' deficit.

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

                        http://is.gd/ST30ce

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $1.68 million for the year
ended Feb. 26, 2012, compared with a net loss of $988,000 for the
year ended Feb. 27, 2011.


MOTORS LIQUIDATION: Court OKs Amendment to GUC Trust Agreement
--------------------------------------------------------------
The Bankruptcy Court authorized Wilmington Trust Company, solely
in its capacity as trust administrator and trustee, and and FTI
Consulting, Inc., as trust monitor of the GUC Trust, to execute
the amendment to the Amended and Restated Motors Liquidation
Company GUC Trust Agreement.

The GUC Trust Administrator sought Bankruptcy Court authority to
amend the GUC Trust Agreement to extend the required dates for
filing the GUC Trust Reports from 30 days following each fiscal
quarter end and 45 days following each fiscal year end to 45 days
following each fiscal quarter end and 90 days following each
fiscal year end.  The purpose of the Amendment was to conform the
deadlines for the filing of the GUC Trust Reports with the
deadlines for the filing of reports on Form 10-Qs and Form 10-Ks
as required by the no-action letter granted by the staff of the
Securities and Exchange Commission.

No party objected to the Motion.

A copy of the First Amendment is available for free at:

                       http://is.gd/gAC7TY

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


NEDAK ETHANOL: In Default Under Arbor Bank Loan Agreement
---------------------------------------------------------
NEDAK Ethanol, LLC, received a notice of continuing default and a
demand for payment from Arbor Bank or "TIF Lender" in response to
its receipt of the Company Default Notice.  The Lender Notice
acknowledged receipt of the Company Default Notice and the
defaults referenced therein and alleged additional events of
default had occurred relating to the Company's inability to pay
its debts as they become due and its inability to make payments
due under the TIF Loan Documents and as required under the Tax
Escrow Agreement dated Jan. 23, 2012, between the Company and
First National Bank of Omaha.

NEDAK Ethanol is a party to a Loan Agreement dated June 19, 2007,
with Arbor Bank, as amended and supplemented.  On June 11, 2012,
the Company provided Arbor Bank with written notice of an
occurrence of an event of default under the TIF Loan Documents as
required under the terms of the TIF Loan Documents.

Arbor Bank advised the Company that it intends to exercise its
remedies under the TIF Loan Documents and take such action as may
be necessary or desirable under the circumstances to protect its
interest in the collateral and to enforce the Company's
obligations under the TIF Loan Documents.  The TIF Lender also
specifically reserved all rights, remedies, powers and privileges
afforded under the TIF Loan Documents and those available at law.

Pursuant to the terms of an Intercreditor Agreement dated Dec. 31,
2011, between  AgCountry Farm Credit Services, FLCA, and the TIF
Lender, until such time as the Company's obligations under the
credit agreement between the Company and the AgCountry have been
paid in full and the Senior Lender has no commitment to make
further loans to the Company, the TIF Lender may not take any
action to collect any indebtedness under the TIF Loan Documents or
exercise any remedies against the Company or the collateral in
connection with the Company's defaults, including its failure to
make monthly payments to the tax escrow account established
pursuant to the Tax Escrow Agreement for 165 days from:

   (i) the date the Senior Lender has accelerated the indebtedness
       under the credit agreement between the Company and the
       Senior Lender and is pursuing foreclosure of its liens with
       respect to the collateral; or

  (ii) the date of the TIF Payment Default.

Under the terms of the Intercreditor Agreement, in the event of
the commencement of an insolvency proceeding to which the Company
is a party, the TIF Lender will then have the right to accelerate
payment of the indebtedness under the TIF Loan Documents and file
a proof of claim and otherwise participate in that proceeding.

Although the TIF Lender stated that it is willing to negotiate a
mutually agreeable solution with the Company and other interested
parties, there can be no assurance that the Company and the TIF
Lender will arrive at any agreement regarding forbearance, waiver
of the Existing Defaults, modifications to the TIF Loan Documents
or otherwise reach a satisfactory agreement.

                        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.


N.F.K.A. CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: N.F.K.A. Corp.
        dba Acappella
        1 Hudson Street #A
        New York, NY 10013

Bankruptcy Case No.: 12-12826

Chapter 11 Petition Date: July 3, 2012

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Edward E. Neiger, Esq.
                  Jonathan S. Bodner, Esq.
                  NEIGER LLP
                  151 West 46th Street
                  4th Floor
                  New York, NY 10036
                  Tel: (212) 267-7342
                  Fax: (212) 918-3427
                  E-mail: eneiger@neigerllp.com
                          jbodner@neigerllp.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nysb12-12826.pdf

The petition was signed by Sergio Zherka, president.


OCEANSIDE YACHT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Oceanside Yacht Club Development, Inc.
        fdba Shores Development, Inc.
             Morgan Creek Landings, Inc.
             Oceanfront Resort Development, LLC
             Radio Island Development Company, LLC
             Beach Hut Development, LLC
             Waterfront Lifestyle Properties, LLC
             Spooners Creek Development Company, LLC
             Radio Island Enterprises
        517 East Fort Macon Road
        Morehead City, NC 28557

Bankruptcy Case No.: 12-04824

Chapter 11 Petition Date: July 2, 2012

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

About the Debtor: The Debtor owns lots in Atlantic Beach, Pine
                  Knoll Shores, and Morehead City, and condominium
                  units at Morgan Creek Landing and The Shores at
                  Spooners Creek in Morehead City.

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $23,979,592

Scheduled Liabilities: $30,227,643

The petition was signed by W. Douglas Brady, secretary.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Branch Banking & Trust             Lots                 $5,020,550
P.O. Box 1847
Wilson, NC 27894

Olde Towne Dev. Corp.              Lots                 $2,250,000
805 Front Street
Beaufort, NC 28516

Shores at Spooners Crk HOA         Dues                    $97,296
P.O. Box 1499
Morehead City, NC 28557

Carteret Co Tax Collector          --                      $61,175

Morgan Creek Ldg HOA               POA dues                $38,063

Morgan Creek Ldg HOA               Units                   $27,159

Town of Morehead City              --                      $23,626

Town of Pine Knoll Shores          --                       $9,458

RSM McGladrey                      --                       $8,000

Shores at Spooners Crk HOA         Unit A-41                $4,853

Town of Atlantic Beach             --                       $4,489

Shores at Spooners Crk HOA         Unit C-22                $4,450

Shores at Spooners Crk HOA         Unit C-12                $4,450

Shores at Spooners Crk HOA         Unit B-12                $4,450

Shores at Spooners Crk HOA         Unit A-43                $4,450

Shores at Spooners Crk HOA         Unit A-42                $4,450

Shores at Spooners Crk HOA         Unit A-13                $4,450

Shores at Spooners Crk HOA         Unit A-12                $4,450

Jonathan Krohn                     Property                 $2,047

Wheatly, Wheatly, et al            --                       $2,000


OPTIMUMBANK HOLDINGS: Amends Stock Purchase Pact with M. Gubin
--------------------------------------------------------------
OptimumBank Holdings, Inc., and Moishe Gubin amended a stock
purchase agreement to extend the outside closing date by three
months, from June 30, 2012, to Sept. 30, 2012, in order to provide
Mr. Gubin additional time in which to obtain all necessary
regulatory approvals for the purchase of the Shares.

OptimumBank entered into an amended and restated stock purchase
agreement dated as of Dec. 5, 2011, with Company director and
chairman of the board Moishe Gubin, pursuant to which Mr. Gubin
has agreed to purchase, subject to certain conditions, for $2.7
million in cash, 6,750,000 newly issued shares of common stock of
the Company.  Under the terms of the stock purchase agreement, the
Company's obligation to issue and sell the Shares to Mr. Gubin is
subject to the condition that Gubin will have obtained all
regulatory approvals or consents required for him to purchase the
Shares, including the consent of the Federal Reserve Board and the
Florida Office of Financial Regulation.

A copy of the Amended Stock Purchase Agreement is available for
free at http://is.gd/weJ18S

On June 29, 2012, the Company's Board of Directors appointed a new
director, Joel Klein.  Mr. Klein has been appointed for a term
that will expire at the 2013 annual meeting of the Company's
shareholders.  Mr. Klein, a part-time resident of Miami Beach,
Florida, has served as a director of OptimumBank, the Company's
subsidiary bank, since March 2012.  Mr. Klein has over 40 years of
combined experience as a certified public accountant, controller,
chief financial officer, and manager in the public accounting,
equipment lease financing, investment banking, and taxi service
industries.  Mr. Klein recently retired from Taxi Affiliation
Services, LLC, a taxi service company, where he served as Chief
Financial Officer from 2005 to 2010.  From 1994 to 2005 he served
as Vice President of the Stamford Capital Group, Inc., an
investment banking firm.  He served as President of The Leasing
Equipment Group, Ltd., from 1978 to 1989 and as Vice President of
Equilease Corporation from 1991 to 1994, entities engaged in
equipment lease financing.  He was engaged in public accounting
from 1969 to 1975, serving as a staff accountant at Brout, Isaacs
& Co., CPAs, and senior accountant at Goldstein, Golub, Kessler &
Co., CPAs.  Mr. Klein received his B.S. in Accounting from
Brooklyn College and is licensed as a certified public accountant
in the State of New York (currently inactive).

Mr. Klein is expected to be named to the Company's compensation
and audit committees.  The appointment of Mr. Klein as a director
was not pursuant to any arrangement or understanding between Mr.
Klein and any third party.

Mr. Klein is entitled to be compensated for his services on the
Company's Board in accordance with the Company's compensation
arrangements for non-employee directors under the Company's 2011
Equity Incentive Plan and the Company's Non-Employee Director
Compensation Plan.  Under the Director Compensation Plan, which
became effective on Jan. 1, 2012, fees for attendance at Board and
committee meetings are payable 75% in common shares of the Company
valued at the fair market value on the date of issuance and 25% in
cash, at the end of each calendar quarter, in the following
amounts:

   * A fee of $1,000 for each regularly scheduled Board meeting
     attended during the quarter;

   * A fee of $200 to each audit committee member, and $250 to the
     audit committee chair, for each audit committee meeting
     attended during the quarter; and

   * A fee of $100 to each compensation committee member, and $125
     to the compensation committee chair, for each compensation
     committee meeting attended during the quarter.

Since the boards of the Company and OptimumBank generally meet on
the same day for their regularly scheduled monthly meetings, no
additional meeting fees are paid to OptimumBank directors who are
also Company directors for attendance at OptimumBank board
meetings.  No meeting fees are paid for attendance at special
Board meetings.

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

The Company reported a net loss of $3.74 million in 2011, compared
with a net loss of $8.45 million in 2010.

The Company's balance sheet at March 31, 2012, showed $152.93
million in total assets, $144.76 million in total liabilities and
$8.17 million in total stockholders' equity.

                   Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the Federal Deposit Insurance Corporation and the State
of Florida Office of Financial.  The Consent Order covers areas of
the Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.


PLAZA LATINA: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Plaza Latina, LLC
        1379 Park Western, Apartment 254
        San Pedro, CA 90732

Bankruptcy Case No.: 12-34319

Chapter 11 Petition Date: July 2, 2012

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

Judge: Stacey G. Jernigan

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

Estimated Assets: $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 seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-34319.pdf

The petition was signed by Ki sang Kim, sole member.


QUALITY DISTRIBUTION: To Issue 2MM Shares Under Incentive Plan
--------------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 2 million shares of
common stock issuable under the Company's 2012 Equity Incentive
Plan.  The proposed maximum aggregate offering price is $20.34
million.  A copy of the filing is available for free at:

                        http://is.gd/mBmVdv

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million in 2011,
compared with a net loss of $7.40 million in 2010.

The Company's balance sheet at March 31, 2012, showed $330.79
million in total assets, $398.38 million in total liabilities and
a $67.58 million total shareholders' deficit.

                         Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


RALPH ROBERTS: Court Wants Amendment to Plan Outline
----------------------------------------------------
Ralph Roberts Realty LLC and Ralph R. Roberts were required last
week to file an amended disclosure statement explaining their
chapter 11 reorganization plan.  Bankruptcy Judge Thomas J.
Tucker, which signed the order on June 29, said the Court cannot
yet grant preliminary approval of the disclosure statement because
of problems that the Debtors must correct.  The Debtors filed a
First Amended Combined Plan of Reorganization and Disclosure
Statement on June 13.  The Court required them to file the amended
disclosure statement and a redlined copy of the plan outline by
July 2.

Among other things, the Court noted that the Disclosure Statement
indicated "Mr. Roberts is owed approximately $1,000,000 by Realty
on account of past unpaid commissions and loans made to Realty,"
and in a later section indicated "[p]re-petition, . . . Mr.
Roberts, although entitled to one-half of the commissions on
properties sold by Realty, has not been paid these commissions
since 2007. The total accrued but unpaid amounts equal
approximately $1.35 million."

According to the Court, the Debtors must classify and explicitly
treat the pre-petition claims that the Debtor Ralph Roberts has
against the Debtor Ralph Roberts Realty even if such claims are to
be paid nothing.  If the Debtors intend that the prepetition
claims of Ralph Roberts against the Debtor Ralph Roberts Realty
are to be included in, and paid pro rata with, the general
unsecured claims in Class 8 of the Plan (which seems unlikely,)
then Debtors must say this explicitly in the Plan and Disclosure
Statement.

A copy of the Court's June 29, 2012 Order is available at
http://is.gd/v8a6HHfrom Leagle.com.

                        About Ralph Roberts

Ralph Roberts and his namesake firm, Ralph Roberts Realty LLC, in
Sterling Heights, Michigan, filed for Chapter 11 bankruptcy
(Bankr. E.D. Mich. Case No. 12-53023) on May 25, 2012.  Ralph
Roberts is a Clinton Township realtor who owns the giant nail from
the iconic Uniroyal tire near Detroit Metropolitan Airport.

According to Detroit News, the bankruptcy filing followed years of
disputes with real estate investors and fallout from a 2004
indictment stemming from the federal probe of Macomb County
Prosecutor Carl Marlinga.

Judge Thomas J. Tucker presides over the case.  Hannah Mufson
McCollum, Esq., and John C. Lange, Esq., at Gold, Lange & Majoros,
PC, serve as the Debtors' counsel.  Mr. Roberts listed more than
$1.86 million in assets and $73.2 million in liabilities in his
own Chapter 11 petition.  The real estate firm scheduled assets of
$1,520,232 and liabilities of $108,381.


RANDI'S INC: Court Denies Approval of Chapter 11 Plan
-----------------------------------------------------
Randi's, Inc. sole shareholder Randi Beckworth, has failed to
obtain from the Hon. Susan D. Barrett of the U.S. Bankruptcy Court
for the Southern District of Georgia confirmation of the small
business Chapter 11 plan filed for the Debtor.

On Jan. 4, 2012, the U.S. Trustee sought to have the Debtor's case
dismissed or converted to Chapter 7, alleging that the Debtor
failed to file a plan and disclosure statement within 300 days of
the date of the order for relief and failed to request an
extension to do so.  On Feb. 16, 2012, about 351 days after the
date of the order for relief, the Debtor filed a plan and
disclosure statement and a motion to extend time to confirm the
plan.  The plan proposes to pay claims in full.

After the plan was filed, the U.S. Trustee filed a withdrawal of
motion to dismiss or convert.

On March 15, 2012, because the U.S. Trustee's motion had been
withdrawn, a hearing on the motion to extend time to confirm plan
was held.  The time for confirmation was extended, but the Debtor
reserved ruling on whether the failure to file a plan within 300
days of the order for relief or obtain an extension made any plan
statutorily unconfirmable.

On June 27, 2012, the Court ruled that the plan is unconfirmable.
The Court has also dismissed the Debtor's bankruptcy case.

Louisville, Georgia-based Randi's, Inc., is a small business
debtor, which filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Ga. Case No. 11-10431) on March 2, 2011.  The Debtor
disclosed less than $100,000 assets and debts.


RESIDENTIAL CAPITAL: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Residential Capital, LLC, disclosed in its schedules of assets and
liabilities that it has $3,533,754,425 in assets consisting of
personal property, and $6,524,387,253 in liabilities composed of
$3,565,843,076 owed to creditors holding secured claims and
$2,958,544,176 owed to creditors holding unsecured non-priority
claims.

Full-text copies of ResCap's Schedules are available for free at:

          http://bankrupt.com/misc/rescap_july2sal.pdf

ResCap also disclosed in its statement of financial affairs that
it obtained income from operation of its business for the two-
year period preceding the Petition Date:

                               Income from
   Net Revenue           Continuing Operations      Time Period
   -----------           ---------------------      -----------
   $39,713,645                 $5,643,305     01/01/12-05/13/12
($814,390,475)             ($819,903,707)            Year 2011
  $308,084,599               $331,503,711             Year 2010

For the two-year period preceding the Petition Date, ResCap also
obtained income other than from the operation of its business:

                            Income from
  Income Tax            Discontinued Operations    Time Period
  ----------            -----------------------    -----------
  $25,767,627                     $0         01/01/12-05/13/12
$190,592,467            $52,987,702                 Year 2010
($25,158,943)                    $0                 Year 2011

A full-text copy of ResCap's Statement is available for free at:

        http://bankrupt.com/misc/rescap_july2sofa.pdf

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: GMAC Mortgage Files Schedules
--------------------------------------------------
GMAC Mortgage, LLC, disclosed in its schedules of assets and
liabilities that it has $4,350,456,825 in assets consisting of
$9,749,356 of real property and $4,340,707,468 in personal
property; and $2,584,915,399 in liabilities composed of
$1,343,254,081 owed to creditors holding secured claims,
$1,028,973 owed to creditors holding unsecured priority claims,
and $1,240,632,345 owed to creditors holding unsecured non-
priority claims.

Full-text copies of GMAC Mortgage's Schedules are available for
free at http://bankrupt.com/misc/gmac_july2sal.pdf

GMAC Mortgage disclosed in its statement of assets and
liabilities that for the two-year period preceding the Petition
Date it gained income from the operation of its business:

                               Income from
   Net Revenue           Continuing Operations      Time Period
   -----------           ---------------------      -----------
  $556,951,740                 $62,034,393    01/01/12-05/13/12
  $589,437,905               ($521,490,535)           Year 2011
$1,498,420,891                 $86,299,989            Year 2010

For the same two-year period preceding the Petition Date, GMAC
Mortgage also gained income other than from the operation of its
business:

                            Income from
  Income Tax            Discontinued Operations    Time Period
  ----------            -----------------------    -----------
($7,261,771)                    $0          01/01/12-05/13/12
($9,351,256)                    $0                  Year 2010
($6,039,439)                    $0                  Year 2011

A full-text copy of GMAC Mortgage's Statement is available for
free at http://bankrupt.com/misc/gmac_july2sofa.pdf

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RIVER GLIDER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: River Glider Trust
        c/o Resources Group LLC
        900 Las Vegas Blvd S. #810
        Las Vegas, NV 89107

Bankruptcy Case No.: 12-17862

Chapter 11 Petition Date: July 3, 2012

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

Judge: Bruce T. Beesley

Debtor's Counsel: Ryan Alexander, Esq.
                  LAW OFFICES OF RYAN ALEXANDER
                  200 E. Charleston Blvd.
                  Las Vegas, NV 89104
                  Tel: (702) 222-3476
                  Fax: (702) 252-3476
                  E-mail: ryan@thefirm-lv.com

Scheduled Assets: $1,015,000

Scheduled Liabilities: $2,361,235

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/nvb12-17862.pdf

The petition was signed by Eddie Haddad, registered agent.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
4208 Rollingstone Dr Trust             12-12363   03/01/12
Bourne Valley Court Trust              12-16387   05/31/12
Cape Jasmine Court Trust               12-17498   06/26/12
Villa Vecchio Court Trust              12-15254   05/02/12


RIVIERA HOLDINGS: Moodys Cuts CFR to 'Caa2'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Riviera Holdings
Corporation's Corporate Family and Probability of Default ratings
to Caa2 from Caa1, and its Series A term loan and revolver to Caa1
from B3. The company's Series B term loan was confirmed at Caa3.
Riviera's SGL-3 Speculative Grade Liquidity rating remains
unchanged. The rating outlook is negative. This rating action
concludes the review that was initiated on April 23, 2012.

The downgrade of Riviera's Corporate Family Rating to Caa2
reflects heightened concern on Moody's part regarding Rivera's
ability to achieve profitability over the next few years given
that Riviera Las Vegas, the company's only asset, generates
negative EBITDA. Riviera Las Vegas reported negative $1.4 million
EBITDA in the first quarter 2012 versus break even results during
the same prior year period, and Moody's expects this property will
continue to be challenged given its location at the north end of
the Las Vegas Strip. Casinos located on the northern end of the
Las Vegas Strip, like Riviera Las Vegas, have struggled due to low
foot traffic. And while the Las Vegas Strip's recovery is gaining
traction, primarily through improved hotel occupancy, Riviera Las
Vegas' EBITDA has not yet benefited from these trends.

While Riviera's cash balance, pro forma for the sale of Riviera
Black Hawk that occurred in April 2012, is approximately $90
million, more than its outstanding debt, the company will have to
rely on this cash to cover its debt service and maintenance
capital expenditures given that its casino asset is not profitable
on an EBITDA basis. Even though Moody's believes Riviera will use
a portion of the proceeds from the sale of the Riviera Black Hawk
to pay down debt, the company will still be reliant upon a
turnaround at the Riviera Las Vegas for improvement in earnings
and future debt reduction.

The negative rating outlook considers Riviera's risk of non-
compliance with its leverage and coverage covenants for the period
ended June 30, 2012. Ratings could be downgraded if Riviera does
not receive a waiver or amendment of its financial covenants. The
rating outlook could return to stable if the company successfully
negotiates covenant relief and determines the final use of
proceeds of the sale of Black Hawk Riviera. A higher rating would
require a return to profitability to a level that could support
debt service and maintenance capital expenditure requirements.
Independent of any change in Rivera's Corporate Family Rating, the
ratings on the company's Series A term loan and revolver or Series
B term loan could change depending on the amount of debt the
company ultimately repays with the proceeds from the sale of the
Black Hawk casino.

Ratings downgraded:

Corporate Family Rating to Caa2 from Caa1

Probability of Default Rating to Caa2 from Caa1

First lien Series A $10 million revolver due April 2016 to Caa1
(LGD 3, 34%) from B3 (LGD 3, 35%)

First lien Series A $50 million term loan due April 2016 to Caa1
(LGD 3, 34%) from B3 (LGD 3, 35%)

Rating confirmed :

Second Lien Series B (PIK) $23 million term loan due April 2016
at Caa3 (LGD 5, 84% from 85%)

Ratings Rationale

In addition to Riviera's lack of profitability, the Caa2 Corporate
Family Rating considers the company's small size in terms of
annual revenue -- less than $100 million -- and lack of
diversification which makes it more vulnerable to regional
economic swings, market conditions, and earnings compression
resulting from promotional activity. Positive rating consideration
is given to Riviera's relatively large pro forma cash balance.

The principal methodology used in rating Riviera Holdings
Corporation 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.

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino in Las Vegas and the Riviera Black Hawk casino in
Colorado. The company generates approximately $80 million in net
revenues annually.


ROTECH HEALTHCARE: Carter to Retire as President & CEO Dec. 31
--------------------------------------------------------------
Philip L. Carter has notified Rotech Healthcare Inc. of his
intention to retire as President and Chief Executive Officer on
Dec.31, 2012.  Mr. Carter provided this notice pursuant to his
amended employment agreement.  As previously reported, the Company
amended Mr. Carter's employment agreement in August of 2011
specifically in contemplation of Mr. Carter's future retirement
and to provide for an orderly succession plan.  Mr. Carter will
remain on the Company's Board of Directors after his retirement as
President and CEO.

The Board of Directors intends to initiate a search process to
select the Company's next President and Chief Executive Officer
and to engage an executive search firm to assist in the process of
evaluating external and internal candidates.

"On behalf of the Board and the entire Company, I would like to
thank Phil for his extraordinary leadership over these past ten
years," said Arthur J. Reimers, Chairman of the Board of
Directors.  "The Company's operations are well positioned for the
future, and the Company has a strong management team in place.
Based on the transition plan the Company implemented last year
with the amendment of Phil's agreement, the Company believes we
now have ample lead time for an orderly transition to conduct a
thorough and thoughtful search to identify and appoint a
successor."

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$267.15 million in total assets, $584.24 million in total
liabilities, $3.08 million in series A convertible redeemable
preferred stock, and a $320.17 million total stockholders'
deficiency.

                           *     *     *

As reported by the TCR on May 25, 2012, Standard & Poor's Ratings
Services affirmed its 'B' corporate credit rating and related
issue-level ratings on the company.

"The ratings reflect Rotech's 'highly leveraged' financial risk
profile, including its negative cash flow and overall sensitivity
of credit metrics to the uncertain reimbursement environment.
Rotech's 'weak' business risk profile primarily reflects its
narrow operating focus and exposure to continued Medicare
reimbursement reductions for its products and services,
particularly for its nebulizer medication," S&P said.

In the Jan. 13, 2012, edition of the TCR, Moody's Investors
Service lowered Rotech Healthcare Inc.'s Corporate Family rating
("CFR") to B3 from B2 as a consequence of weakening liquidity and
worse than expected operating performance in 2011 alongside only
modest expectations for improvement in 2012.  The downgrade to B3
incorporates Moody's concerns regarding the decline in Rotech's
cash balance due to significant working capital usage during 2011
and lower than expected growth in EBITDA.


SAFENET INC: Cancelled Dividend No Impact on Moody's 'B2' CFR
-------------------------------------------------------------
Moody's Investors Service says SafeNet, Inc.'s B2 corporate family
rating and stable ratings outlook remain unchanged after the
company cancelled its previously proposed $175 million of dividend
and amendment to credit agreement to effect extension of
maturities.

SafeNet's ratings are as follows:

  Issuer: SafeNet, Inc.

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2

    $25 million First lien secured revolving credit facility due
    April 2013 -- B1, LGD3 (32%), changed from 36%

    $221 million (originally $250 million) First lien secured
    term loan facility due April 2014 -- B1, LGD3 (32%), changed
    from 36%

    $131 million Second lien secured term loan facility due April
    2015 -- Caa1, LGD 5 (81%), changed from 87%

  Outlook is Stable.

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

Headquartered in Belcamp, MD, SafeNet provides data security
solutions to government and enterprise customers. The company was
taken private by Vector Capital in 2007 and it reported $445
million in revenue in the trailing twelve months ended on March
31, 2012.


SANKO STEAMSHIP: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioner: Hisashi Asafuji

Chapter 15 Debtor: The Sanko Steamship Co., Ltd.
                   2-3, Uchisaiwaicho 2-Chrome
                   Chiyoda-ku, Tokyo

Chapter 15 Case No.: 12-12815

Type of Business: Sanko Steamship owns and operates 156 vessels.
                  The Debtor is one of Japan's oldest shipping
                  Companies that provides marine transportation,
                  brokerage and agency, sales and purchase of
                  vessels and consultation on marine technology.

                  Sanko commenced proceedings under the Corporate
                  Reorganization Act of Japan before the Tokyo
                  District Court, Civil Department No. 8 amid
                  declining demand and creditor actions.

                  Sanko is asking the Manhattan judge to recognize
                  the Japanese proceeding as a "foreign main
                  proceeding" under Section 1517 of the Bankruptcy
                  Code.

Chapter 15 Petition Date: July 2, 2012

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

Judge: James M. Peck

Debtor's Counsel: Daniel J. Guyder, Esq.
                  ALLEN & OVERY LLP
                  1221 Avenue of the Americas
                  New York, NY 10020
                  Tel: (212) 610-6300
                  Fax: (212) 610-6399
                  E-mail: daniel.guyder@allenovery.com

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

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


SANTA YSABEL: Has Green Light to Pay Wages & Other Bills
--------------------------------------------------------
Katy Stech, writing for Dow Jones Newswires, reports that Chief
Judge Peter W. Bowie has given Santa Ysabel Resort and Casino
permission to continue paying its employees and other bills
throughout the bankruptcy case.

Dow Jones relates Santa Ysabel Resort sought bankruptcy protection
as it faces threats of foreclosure from the Yavapai Apache Nation,
which had lent the casino's owners more than $9 million.  The
casino -- which is owned by the Iipay Nation of Santa Ysabel
-- will continue operating as it seeks to restructure its debt.

According to the report, a tribal court that governs federally
recognized tribes granted the Yavapai Apache Nation a judgment for
more than $9 million in February.  Executives at Santa Ysabel said
in court papers this week the Yavapai Apache Nation's move to
collect on the judgment would cause it to shut down, putting its
120 employees out of work.

A spokeswoman for the Yavapai Apache Nation couldn't immediately
be reached, Dow Jones says.

Santa Ysabel Resort & Casino -- http://www.santaysabelcasino.com/
--- is a casino located on the Santa Ysabel Indian Reservation in
Santa Ysabel, California.  The casino has 349 slot machines and
six gaming tables as well as live poker and live blackjack. It is
also in close proximity to Lake Henshaw, Julian and Warner
Springs.  The Santa Ysabel tribal Chairman is Virgil Perez.

According to Dow Jones Newswires, the casino was initially
designed to have a resort and hotel, but its owners had to forgo
construction of the hotel when money became tight.  The casino
opened in 2007 just as the Southern California real-estate market
took a hit and the nation's economy went into a tailspin.  More
bad news arrived when wildfires shut down the casino for a week,
and the owners didn't provide enough funding to advertise the
operations, according to court papers.

The facility was built with a $26 million loan from J.P. Morgan
Chase and $7 million from Yavapai Apache Nation.  The Yavapai
Apache Nation later took over J.P. Morgan's debt related to the
project, Dow Jones reports, citing court papers.  The casino also
has $1.3 million in unsecured trade debt.

According to Dow Jones, the casino said if it is forced to shut
down, an auction of most of its property would bring in about
$250,000.  Gambling company IGT has the first lien on its
machines.

Attorneys for the casino said it hasn't been able to make the
monthly $50,000 payment it promised to the county for law
enforcement and other services.

The Iipay Nation of Santa Ysabel, a federally recognized Indian
Tribe, filed a resolution authorizing the Chapter 11 bankruptcy
filing of Santa Ysabel Resort and Casino (Bankr. S.D. Calif. Case
No. 12-09415) in San Diego on July 2, 2012.  The Debtor estimated
assets of up to $50 million and liabilities of up to $100 million.

Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in
Los Angeles, serves as counsel.

Virgil Perez signed the Chapter 11 petition.


SANTA YSABEL: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Santa Ysabel Resort and Casino
        25575 Highway 79
        Santa Ysabel, CA 92070-0000

Bankruptcy Case No.: 12-09415

Chapter 11 Petition Date: July 2, 2012

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

Judge: Peter W. Bowie

About the Debtor: Santa Ysabel Resort & Casino --
                  http://www.santaysabelcasino.com/-- is a casino
                  located on the Santa Ysabel Indian Reservation
                  in Santa Ysabel, California.  The casino has 349
                  slot machines and six gaming tables as well as
                  live poker and live blackjack.  It is also in
                  close proximity to Lake Henshaw, Julian and
                  Warner Springs.  The Santa Ysabel tribal
                  Chairman is Virgil Perez.

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: rb@lnbyb.com

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

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

The petition was signed by Virgil Perez, chairman.

Debtor's List of Its 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
County of San Diego (MOU)          --                   $3,041,939
1600 Pacific Coast Highway, Suite 212
San Diego, CA 92101

Native American Megajackpots       --                     $506,933
Department # 72714
Los Angeles, CA 90084-2714

Internation Gaming Technology      --                     $247,187
(Participation Fees)
Department 7866
Los Angeles, CA 90088-7866

Aristocrat                         --                     $102,603

CBS Outdoor                        --                     $101,745

State of California                --                     $100,633

Global Power Group, Inc.           --                      $42,860

Global Industry Products, Corp.    --                      $40,860

J. Michael Caballero               --                      $26,250

Cox Media                          --                      $20,920

John Farkash                       --                       $8,910

Cintas Corporation                 --                       $5,221

Midwest Television, Inc.           --                       $3,963

Global Cash Access, Inc.           --                       $3,607

Wells Fargo Banks                  --                       $2,196

McGladrey & Pullen                 --                       $2,000

Lloyd Pest Control                 --                       $1,200

Gaming Guide                       --                       $1,200


SDA INC: Strauss Auto Closes Stores, to File Liquidating Plan
-------------------------------------------------------------
Stephanie Gleason at The Wall Street that Strauss Auto is planning
to file a plan of liquidation.  WSJ relates that Strauss Auto has
closed down its 46 remaining stores and plans to sell its assets.

Citing Edward Altman, a bankruptcy expert and New York University
finance professor who tracks repeat bankruptcy filings, WSJ states
that the continuity of its management may be partly to blame why
Strauss Auto has kept winding up in Chapter 11.  "If you're at the
helm when your firm went bankrupt, it is very unlikely that you're
going to be able to turn it around," the report quoted Mr. Altman
as saying.

Glenn Langberg, who left his chief executive post at Strauss Auto
in 2011, said that isn't a fair assessment, given his work
reviving the company after its 1998 and 2009 bankruptcies, WSJ
relates.  Mr. Langberg, according to WSJ, pointed to the years
between 2007 and 2009, when he wasn't in charge, saying, "I think
those gaps are important.  There have been a lot of different
owners of the company, a lot of different hands have touched it."

                   About Strauss Discount Auto

155 Route 10 Associates, Inc., SDA, Inc., and Wayne Philadelphia
Associates, Inc., sought Chapter 11 protection (Bankr. D.N.J. Case
Nos. 12-24414 to 12-24416) on June 5, 2012, in Newark, New Jersey.

SDA is a regional retailer of after-market automotive parts and
accessories and operator of automotive service centers and owns
commercial real estate located in Wayne, New Jersey.  Subsidiaries
Route 10 Associates and Wayne Philadelphia own commercial real
estate located in East Hanover and Wayne, respectively.

The Debtors ceased operations before its filed for bankruptcy in
June 5, 2012.

This is the fourth bankruptcy filing by the Strauss Discount Auto
business.  SDA's capital structure, for the most part, was formed
in late 2010 when SDA's predecessor, Autobacs Strauss, Inc.,
reorganized under Chapter 11 (Bankr. D. Del. Case No. 09-10358).
Autobacs Strauss Inc.'s plan of reorganization was confirmed on
Sept. 15, 2010, and became effective on Oct. 6, 2010.

Strauss had 111 stores in 1998, when it first filed for
bankruptcy.

Bankruptcy Judge Novalyn L. Winfield presides over the 2012
bankruptcy.  Kenneth Rosen, Esq., at Lowenstein Sandler PC, serves
as the Debtors' counsel.  PricewaterhouseCoopers LLP serves as
financial advisors.  SDA estimated $10 million to $50 million in
both assets and debts.  The petitions were signed by Joseph
Catalano, president.


SEARS HOLDINGS: Edward Lampert Discloses 61.8% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward S. Lampert and his affiliates
disclosed that, as of June 30, 2012, they beneficially own
65,744,084 shares of common stock of Sears Holdings Corporation
representing 61.8% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/sgqrem

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at April 28, 2012, showed $21.60
billion in total assets, $17.02 billion in total liabilities and
$4.57 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SHANTA CORP: Required to File Amendment to Plan Outline July 6
--------------------------------------------------------------
Shanta Corp., d/b/a St. Anne's Convalescent Center, and its
debtor-affiliates are required to file by July 6, an amendment to
the disclosure statement explaining their plan of reorganization.
On June 21, the Debtors filed a Combined Plan of Reorganization
and Disclosure Statement.  On June 29, Bankruptcy Judge Thomas J.
Tucker said the Court cannot yet grant preliminary approval of the
disclosure statement as it contains problems that the Debtors must
correct.  A copy of the Court's June 29, 2012 Order is available
at http://is.gd/UewYgffrom Leagle.com.

Shanta Corp., d/b/a St. Anne's Convalescent Center, and its
affiliates filed for Chapter 11 protection (Bankr. E.D. Mich. Case
No. 12-43956) on Feb. 22, 2012.  The affiliates are Cadillac
Nursing Home, Inc. d/b/a St. Francis Nursing Center (Bankr. Case.
No. 12-43957) and St. Jude Nursing Center, Inc. (Bankr. Case. No.
12-43959).  The cases are jointly administered.

Judge Thomas J. Tucker presides over the cased.  Brendan G. Best,
Esq., and Michael E. Baum, Esq., at Schafer and Weiner, PLLC,
serve as the Debtors' counsel.  In its chapter 11 petition, Shanta
Corp. estimated $1 million to $10 million in assets and debts.
The petition was signed by Bradley Mali, president.


SHILLING PIPE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shilling Pipe & Steel, Inc.
        dba Shilling Brothers Pipe - Ft. Worth
            Shilling Pipe Wholesale, Inc.
            Shilling Brothers Pipe - Waco
        P.O. Box 763
        Elm Mott, TX 76640

Bankruptcy Case No.: 12-60732

Chapter 11 Petition Date: July 2, 2012

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

Judge: Craig A. Gargotta

Debtor's Counsel: David C. Alford, Esq.
                  PAKIS, GIOTES, PAGE & BURLESON
                  400 Austin Avenue, Suite 400
                  P.O. Box 58
                  Waco, TX 76703-0058
                  Tel: (254) 297-7300
                  Fax: (254) 297-7301
                  E-mail: alford@pakislaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txwb12-60732.pdf

The petition was signed by Tommy D. Shilling, president.


SKINNY NUTRITIONAL: J. Arsenault Succeeds D. McDonald as CFO
------------------------------------------------------------
Skinny Nutritional Corp. executed a separation agreement with
Donald J. McDonald, its former chief financial officer, on
June 28, 2012.  Mr. McDonald also agreed to resign as a member of
the Board effective with the cessation of his employment.  The
Separation Agreement provides that Mr. McDonald will receive the
following in addition to his accrued compensation payable through
the termination of his service:

   * A severance payment equal to his base compensation of
     $240,000 per annum, payable in equal installments on each of
     the Company's regular pay dates during the period commencing'
     on the first regular executive pay date following his
     termination and continuing to Aug. 16, 2014;

   * The Company, in its absolute discretion, may elect to pay up
     to $100,000 per annum of the Severance Payment in shares of
     the Company's Common Stock, issued as of each of the regular
     pay dates, at a value based on the fair market value of the
     Company's Common Stock on the issue date;

   * The Company will issue 2,000,000 shares of the Company's
     Common Stock to and agreed that all unvested restricted stock
     awards held by him as of the termination of his employment,
     which is 1,000,000 shares, shall be deemed vested;

   * Coverage for COBRA benefits to the maximum amount permitted
     by law, in accordance with, and subject to, the terms and
     conditions of his employment agreement; and

   * Reimbursement for reasonable legal fees and costs of
     negotiating the Separation Agreement and payment of an amount
     equal to $24,000 for unused vacation time.

In addition, in the Separation Agreement, Mr. McDonald agreed to
vote his shares of Common Stock in favor of the Company's
transactions with Trim Capital, LLC.

Effective as of June 28, 2012, the Company appointed James
Arsenault as its interim Chief Financial Officer, treasurer and
principal accounting officer effective immediately.  There are no
family relationships between Mr. Arsenault and any director,
executive officer, or any person nominated or chosen by the
Company to become a director or executive officer.

                        Purchase Agreement

On June 28, 2012, Skinny Nutritional and Trim Capital entered into
a Securities Purchase Agreement relating to a financing
transaction for a maximum of $15,000,000 in total proceeds to the
Company.  At the first closing, which was completed on June 28,
2012, the Company sold a $1,000,000 senior secured bridge note to
the Purchaser.

Pursuant to the terms of the Purchase Agreement entered into in
the Unit Financing, the Company agreed to seek stockholder
approval for the purpose of, among other things, adopting the
Amended and Restated Charter in order to, without limitation,
authorize: (a) a sufficient number shares of Common Stock for
issuance in the Unit Financing, upon conversion of the Junior
Preferred, and pursuant to a new equity compensation plan, and
other corporate purposes, (b) a reverse split of the Common Stock
in a ratio to be agreed upon in accordance with Nevada law, (c)
the Junior Preferred, and (d) provide for the indemnification of
directors.

                             New Lease

On June 29, 2012, the Company entered into a new one year lease
with Kalmon Dolgin Affiliates, Inc., as landlord, to commence on
July 1, 2012, for approximately 1,523 square feet of office space
located at Spring Mill Corporate Center, 1100 East Hector Street,
Suite 391, Conshohocken, PA 19428.  The total annual rent due
under the lease is approximately $34,267, plus any additional
rent, as may be provided for in the lease agreement.  The Company
will use the space for its headquarters and the Company believes
that the amount of space is sufficient for such needs for the
foreseeable future.

                   Amendments to Other Notes

In connection with the Unit Financing, the Company entered into
agreements with United Capital Funding Corp. and Michael Salaman,
its Chief Executive Officer, to amend the promissory notes issued
to them on June 7, 2012 in the principal amounts of $300,000 and
$50,000, respectively.  Pursuant to these amendment agreements,
each note holder agreed that the term of the note be extended to
be equal to the earlier of (i) 90 days from the issue date or (ii)
the date of the second closing of the Unit Financing.  In
addition, Mr. Salaman agreed to subordinate his note to the
obligations of the Company under the notes issued in the Unit
Financing.

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

                        http://is.gd/Oe5qIX

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.15 million in total assets, $4.62 million in total liabilities,
all current, and a $2.47 million stockholders' deficit.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.


SOLUTIA INC: Moody's Lifts Rating on Sr. Unsecured Notes From B1
----------------------------------------------------------------
Moody's Investors Service raised the ratings of the unsecured debt
of Solutia Inc. to Baa2 and withdrew its Corporate Family Rating,
senior secured term loan rating and Probability of Default Rating.
These actions follow the closing of the acquisition of Solutia
Inc. by Eastman Chemical Company (Eastman) and the irrevocable
transfer of cash to the trustee that is sufficient to fund the
redemption of Solutia's 8-3/4% Senior Notes due 2017 and 7 7/8%
Senior Notes due 2020. Moody's also affirmed Eastman's Baa2 senior
unsecured ratings, it Prime-2 rating for commercial paper and its
stable outlook.

"The acquisition of Solutia will stress Eastman's Baa2 rating for
the next 12-18 months until it has the opportunity to de-lever and
grow the combined company" stated John Rogers, Senior Vice
President at Moody's Investors Service. "While economic headwinds
have increased, even under conservative financial assumptions
Eastman should be able to return financial metrics to reasonable
levels by the end of 2013."

Ratings Rationale

Solutia's unsecured notes have been raised to a level that is on
par with Eastman's rating due to the irrevocable deposit of funds
with the trustee. The note will be redeemed in early August in two
transactions, Moody's will withdraw the ratings on these notes
once the repayment has been completed.

Eastman's Baa2 rating is tempered by elevated pro forma leverage
immediately subsequent to the acquisition, with Net Debt/EBITDA of
3.5x (including Moody's adjustments). However, Moody's expects
that the combined businesses can de-lever by over $700 million in
the following 18 months to levels that would solidly support an
investment grade rating. Furthermore, Moody's expects that by the
end of 2013, Eastman's credit metrics should fall below 2.8x Net
Debt/EBITDA and above 23% Retained Cash Flow/Net Debt. The Baa2
rating is also supported by a demonstrated history of significant
free cash flow generation at both Eastman and Solutia. Moody's
also noted that the size of the acquisition and the lack of
operational synergies, which increases integration risk, are also
modest negatives for the credit. Additionally, weakening economic
conditions in Europe and slowing growth in Asia will provide
headwind over the next year reducing potential growth subsequent
to the acquisition.

The stable outlook reflects the strong organic growth expected
from Eastman's operations. Eastman's rating could come under
pressure if the company is unable to significantly improve credit
metrics over the 12-18 months following the close of the
acquisition, lowering its Debt/EBITDA below 3.0x and raising its
Retained Cash Flow/Net Debt to over 20%. Failure to achieve these
targets could result in a negative rating action. The stable
outlook also assumes that the integration of Solutia will proceed
as planned by the company without any significant challenges.
Eastman's ratings could only be upgraded once its leverage once
again falls below 2.0x for a sustained period.

Ratings raised:

Solutia Inc.

Senior unsecured notes to Baa2 from B1

Ratings Withdrawn

Solutia Inc.

LT Corporate Family Ratings (domestic currency)

Senior Secured Bank Credit Facility (domestic currency)

Senior Unsec. Shelf (domestic currency)

Subordinate Shelf (domestic currency)

Pref. Shelf (domestic currency)

Probability of Default Rating

The principal methodology used in rating Eastman Chemical was the
Global Chemical Industry Methodology published in December 2009.

Solutia, headquartered in St. Louis, Missouri, produces and sells
a diverse portfolio of performance materials and specialty
chemicals. End markets for Solutia's products include automotive,
architectural (residential and commercial), aerospace, process
manufacturing, construction, electronic/electrical, and
industrial. Net sales for the LTM period ending March 31, 2012
were $2.1 billion.

Headquartered in Kingsport, Tennessee, Eastman Chemical Company is
a major producer of acetate tow, and a broad array of specialty
plastics and resins, as well as both commodity and specialty
chemicals. Eastman reported sales of roughly $7.2 billion for the
LTM ending March 31, 2012.


SOUTH EDGE: Meritage Action Should Be Heard in Nevada
-----------------------------------------------------
Bankruptcy Judge John E. Joffman, Jr., in Columbus, Ohio, said
Nevada is the proper venue of the lawsuit filed by Meritage Homes
Corporation and Meritage Homes of Nevada, Inc., against JPMorgan
Chase Bank, N.A., for breach of agreements involving the Inspirada
residential development, as the action is related to the Chapter
11 case of South Edge LLC, the project's owner and developer.

Meritage, one of eight homebuilders that own the 2,000-acre
Inspirada project in Henderson, Nevada, sued JPMorgan, among the
project's secured lenders, in the Common Pleas Court of Franklin
County, Ohio, in August 2011.  JPMorgan filed a notice of removal
and a motion seeking transfer of the lawsuit to the U.S. District
Court for the District of Nevada, arguing that the action is
related to South Edge's bankruptcy case pending in Nevada
bankruptcy court.

JPMorgan contends the State Court Action was related to the South
Edge case on the date of the removal notice -- Sept. 2, 2011 --
because, if Meritage were found liable on a repayment guaranty,
this conceivably could have resulted in reducing the Lenders'
claims against the South Edge bankruptcy estate.

Meritage argues that this is not so given the structure of the
South Edge chapter 11 plan: prior to confirmation, a payment by
Meritage could have reduced the amount of the lenders' claims --
in the aggregate amount of roughly $382 million -- to roughly $369
million, but that is still more than the $335 million that the
lenders agreed to receive under a settlement with the project's
other owners in exchange for the lenders' claims being deemed
fully satisfied.  The Plan was sponsored by the lenders and the
project's other owners.  Meritage filed the lone objection to the
plan.

Meritage points out that, after confirmation, any recovery by
JPMorgan on the repayment guaranty would inure to the benefit of
the settling homebuilders, not to the lenders: JPMorgan
incorrectly states that if Meritage is successful in the State
Court Action, South Edge will be burdened by additional
liabilities.  Meritage filed an unliquidated claim in the
bankruptcy case.

The Plan provides that the Settling Builders will pay JPMorgan and
the other members of the lending group $335 million on their
secured claim, with the remaining amount of roughly $47 million
being treated as an unsecured claim.  The unsecured deficiency
claims of the lenders are satisfied by each lender receiving its
pro rata share of $500,000.  The lenders will hold no further
claims against South Edge.

In addition, the Settling Builders will fund an escrow equal to
the amount alleged to be due from Meritage pursuant to the
Repayment Guaranty.  The Plan provides that each of the lenders
has the option of taking its pro rata share from the escrow or
retaining its claims against Meritage.

According to Judge Joffman, Meritage ignores the fact that, as of
the Removal Date, confirmation of the Plan was not a foregone
conclusion.  On the Removal Date, the Plan had not yet been
confirmed, and Meritage was strenuously opposing confirmation on
multiple grounds, including alleging a lack of good faith on the
part of the plan proponents.  Although the Plan was later
confirmed, as of the Removal Date it certainly was conceivable
that it would not be. And if the Plan had not been confirmed, it
is conceivable that the settlement under which the Lenders agreed
to accept less than the full amount owed them in full satisfaction
of their claims would have been in jeopardy.

"Under that scenario -- which was certainly conceivable as of the
Removal Date -- a payment by Meritage under the Repayment Guaranty
conceivably could have reduced the amount of the Lenders' claim
against the Estate.  And it is well established that an action
that could result in a reduction of claims against the estate
gives rise to the type of conceivable effect on the estate
required to support a finding of related-to jurisdiction," Judge
Joffman said.

Judge Joffman held the State Court Action was related to the South
Edge case on the Removal Date and remains related as of the
present time; transfer of the State Court Action to the Nevada
Federal District Court is in the interest of justice and would
serve the interests of convenience; and equitable remand of the
State Court Action to the Ohio State Court would not be
appropriate.

Judge Joffman recommends that the Ohio Federal District Court
grant the Transfer Motion.  The Court also recommends that the
Ohio Federal District Court deny the Remand Motion without
prejudice to the renewal of the motion in the Nevada Federal
District Court.

The case is Meritage Homes Corporation and Meritage Homes of
Nevada, Inc., Plaintiffs and Counter-Defendants, v. JPMorgan Chase
Bank, N.A., Defendant and Counter-Claimant, Adv. Proc. No. 11-2388
(Bankr. S.D. Ohio).  A copy of the Court's June 26, 2012
Memorandum Opinion and Order is available at http://is.gd/kFe2SQ
from Leagle.com.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.

On Oct. 27, 2011, the Bankruptcy entered an order confirming a
joint plan of reorganization that will implement a settlement
negotiated in May by the secured lenders with the Chapter 11
trustee and the homebuilders that represented 92% of the ownership
interests in the project.  The plan was proposed by JPMorgan Chase
Bank, N.A., as administrative agent under the Prepetition Credit
Agreement, and the settling homebuilders.  The plan calls for the
settling homebuilders to pay the lenders $335 million to settle
their claims.

Meritage filed the sole objection to the plan and was not part of
the settling group.  Meritage has taken an appeal from the
confirmation order.

A copy of the Joint Plan of Reorganization proposed by JPMorgan
Chase Bank, N.A., as administrative agent under the prepetition
credit agreement, and the Settling Builders (amended as of
Oct. 21, 2011) is available for free at:

          http://bankrupt.com/misc/southedge.dkt1309.pdf

A copy of the Order confirming the Joint Plan of Reorganization
is available for free at:

          http://bankrupt.com/misc/southedge.dkt1335.pdf


SPIRIT MOUNTAIN: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Spirit Mountain Group, Inc.
        2935 N. Arkansas Street
        Rogers, AR 72756

Bankruptcy Case No.: 12-72616

Chapter 11 Petition Date: July 4, 2012

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Donald A. Brady, Jr., Esq.
                  BLAIR, BRADY & HENSON ATTORNEYS AT LAW
                  109 N. 34th Street
                  P.O. Box 1715
                  Rogers, AR 72756
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  E-mail: melisechilders@hotmail.com

Scheduled Assets: $579,101

Scheduled Liabilities: $2,459,670

A copy of the Company's list of its 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/arwb12-72616.pdf

The petition was signed by Wanda Munson, president.


STANCORP FIN'L: Fitch Keeps 'BB+' Rating on Jr. Subordinated Debt
-----------------------------------------------------------------
Fitch Ratings has affirmed the long-term IDR of StanCorp Financial
Group, Inc. (SFG) at 'BBB+'. Fitch has also affirmed the Insurer
Financial Strength (IFS) ratings of its subsidiaries (Standard
Insurance Company and Standard Life Insurance Company of New York)
at 'A'. The Rating Outlook is Stable.

Fitch's affirmation reflects a moderate decline in SFG's overall
operating profitability in first quarter-2012 (1Q'12) relative to
4Q'11 and 1Q'11, which is in line with Fitch's expectations, and
essentially stable financial leverage.

SFG's historically favorable earnings, driven by its group long-
term disability (LTD) and group life insurance business, have
weakened in recent years due to a competitive market environment
and poor economic conditions. SFG reported pretax operating income
of $198 million in 2011, down from $330 million in 2010.

In 1Q'12, SFG reported pretax operating income of $48 million,
down from $52 million in 1Q'11. The benefit ratio for SFG's group
insurance segment, its primary earnings driver, has increased in
each of the past four years from 73.6% in 2008 to 83.1% in 2011.
It increased further to 83.5 in 1Q'12.

SFG's statutory total adjusted capital declined modestly in 2011
to $1.3 billion. The NAIC risk based capital ratio of its
insurance subsidiaries also declined modestly in 2011 to 327% from
331% in 2010. Fitch estimates the 2011 ratio benefited
approximately 15 points from a reinsurance agreement executed at
the end of the year. Statutory dividend capacity is expected to
decline in 2012 relative to 2011.

SFG's ratings are supported by the company's adequate balance
sheet fundamentals and solid competitive position in the U.S.
group insurance market. SFG's balance sheet fundamentals reflect
strong asset quality, good risk adjusted capitalization, and
reasonable financial leverage. SFG's total financing and
commitments ratio was approximately 0.4 times (x) and adjusted
financial leverage was 27% at March 31, 2012. SFG has near term
refinancing risk from its $250 million debt maturity in October
2012. Fitch believes the holding company has sufficient financial
capacity from existing cash, bank lines and insurance company
dividends to meet this obligation.

Fitch believes that SFG's insurance subsidiaries maintain a high-
quality bond portfolio. Below investment grade bonds accounted for
only 6% of the fixed maturity portfolio, a low 27% of total
adjusted capital (TAC) at Dec. 31, 2011. Market values of SFG's
fixed maturity investments continue to improve with the investment
market, bringing gross unrealized losses down to just $20 million
and gross unrealized gains up to $581 million at year-end 2011.
The speed and amount of recovery reflects the conservative nature
of SFG's bond portfolio and the relatively low amount of financial
sector securities.

SFG's commercial mortgage allocation of approximately 40% of total
invested assets at Dec. 31, 2011 is much higher than the industry
average. However, Fitch believes a somewhat higher mortgage
allocation is complementary to SFG's stable liability structure.
Commercial mortgage loan loss experience, although heightened in
recent years, remains in line with Fitch's overall loss
expectations and not far above industry delinquency experience.
Longer-term concerns over the illiquidity of SFG's larger
commercial mortgage portfolio persist.

Key rating triggers that could result in an upgrade include:

-- A substantial increase in run-rate risk-adjusted capital above
    350%, with no significant deterioration in capital quality;

-- A long-term improving trend in the group benefit ratio
    substantially below its historic baseline of about 76%.

Key rating triggers that could result in a downgrade include:

-- A prolonged deterioration in SFG's group benefit ratio above
    the 2011 level of 83%;

-- An increase in financial leverage above 30%;

-- A decrease in RBC below 300% or a significant decrease in the
    quality of capital supporting SFG's RBC;

-- A significant deterioration in the performance of SFG's
    commercial mortgage loan portfolio.

Fitch affirms the following ratings with a Stable Outlook:

StanCorp Financial Group

-- Long-term IDR at 'BBB+';
-- Senior debt rating at 'BBB';
-- 10-year 6.875% $250 million senior notes due Oct. 1, 2012 at
    'BBB';
-- Junior subordinated debt rating at 'BB+';
-- 60-year $300 million junior subordinated debt due May 29, 2067
    at 'BB+'.

Standard Insurance Company
-- IFS at 'A'.

Standard Life Insurance Co. of New York
--IFS at 'A'.


SYNIVERSE HOLDINGS: Moody's Alters Ratings Outlook to Stable
------------------------------------------------------------
Moody's Investors Service has changed the outlook on Syniverse
Holdings Inc. to stable from positive following the company's
announcement that it has reached a definitive agreement to
purchase its European peer MACH for EUR550 million (US$690
million). Moody's views the acquisition favorably from a strategic
perspective, but the change in outlook to stable from positive
reflects the anticipated temporary weakening of Syniverse's credit
metrics. As part of the action, Moody's also affirms all of
Syniverse's ratings, including the B2 corporate family rating,
based on Moody's view that this transaction will provide Syniverse
a more diverse customer base, greater scale and a stronger
competitive position.

Issuer: Syniverse Holdings, Inc.

  Outlook Actions:

    Outlook, Changed To Stable From Positive

Ratings Rationale

The B2 corporate family rating reflects Syniverse's financial
leverage and the risk that EBITDA growth could be derailed by
technology changes or competitive forces. Balancing these risk
factors are Syniverse's strong operating performance and cash
flows, which have allowed the company to modestly de-lever
following its LBO in January of 2011. Syniverse's transaction-
based, stable business model and low capital intensity result in a
credit profile which is stronger than a typical B2 issuer.
However, the company's financial policy, specifically its history
of M&A and the potential for cash distributions to shareholders,
constrains the rating.

The acquisition of MACH will increase Syniverse's scale and
diversify its revenue base, which is currently somewhat
concentrated among the two top US CDMA-based wireless carriers
(Sprint & Verizon). MACH's strong presence in Europe and growth
potential in Africa, India and Asia will complement Syniverse's
expansion strategy. Additionally, the two businesses are quite
similar and should offer cost reduction opportunities. Recent EU
regulations have lowered or implemented caps on roaming rates,
which will greatly reduce roaming fees paid by consumers and which
could result in higher mobile data roaming volumes.

Although mostly positive, the acquisition does have some risks.
European carriers are under significant pressure to cut costs as
top line revenues stagnate, which could cause price pressure for
ancillary services providers like Syniverse and MACH.
Additionally, cost pressure is forcing consolidation among
European carriers who have been pursuing network sharing
arrangements. Text messaging volume growth is slowing in Europe
just as in the US as consumers utilize data networks for
messaging. Finally, roaming arrangements in Europe are tightly
regulated by the EU, and Syniverse's acquisition of MACH could
potentially increase its regulatory burden, possibly as a
condition of the deal's approval.

Syniverse has not disclosed the terms of the transaction beyond
the acquisition price. Moody's believes that the deal will result
in modestly higher leverage, but that the company's financial
profile will remain consistent with a B2 rating, even if the
transaction is fully debt-financed. The company must receive EU
approval for the deal, which will likely take two to three
quarters to close. In this interim timeframe, Moody's believes
that Syniverse will continue to generate strong cash flows which
could allow the company to finance part of the acquisition with
cash. The B1 rating on Syniverse's senior secured credit facility
could be upgraded if junior debt is used to finance the
transaction. However, the Caa1 rating on the unsecured notes is
unlikely to change, regardless of the structure of the deal's
final financing.

Moody's expects Syniverse to have very good liquidity over the
next twelve months. The company had approximately $232 million in
cash or equivalents at 3/31/12. Moody's expects the company to
generate over $150 million in free cash flow and maintain full
availability of its $150 million revolving credit facility over
the next twelve months.

Moody's could upgrade Syniverse's ratings if leverage (Moody's
adjusted) trends towards 4.5x and free cash flow-to-debt
approaches 10%, both on a sustainable basis.

The ratings could face downward pressure if the company no longer
generates revenue growth, or free cash flow-to-debt falls below
5%. Should leverage remain near 6x for an extended period, and/or
liquidity be strained in any way, Moody's would consider a
downward rating action.

The principal methodology used in rating Syniverse Holdings, Inc
was the Global Business & Consumer Service Industry Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Tampa, Florida, Syniverse Holdings, Inc. is a
leading provider of interoperability and network services for
wireless telecommunication carriers. Having once been an operating
unit of GTE/Verizon, Syniverse has been a leader for many years in
providing third-party, inter-carrier services to the telecom
market with a historic concentration in the US serving CDMA
carriers. In recent years, the company has expanded its product
offering to encompass GSM capability and geographic presence
through both acquisitions and new product development adapting
both to a changing technology and customer landscape. The company
had revenues of $768 million for fiscal year 2011.


TALON THERAPEUTICS: Amends Investment Pact with Warburg, et al.
---------------------------------------------------------------
Talon Therapeutics, Inc., on Jan. 9, 2012, entered into an
Investment Agreement with Warburg Pincus Private Equity X, L.P.,
and Warburg Pincus X Partners, L.P., and Deerfield Private Design
Fund, L.P., Deerfield Private Design International, L.P.,
Deerfield Special Situations Fund, L.P., and Deerfield Special
Situations Fund International Limited, whereby the Company issued
and sold to the Purchasers an aggregate of 110,000 shares of its
Series A-2 Convertible Preferred Stock at a purchase price of $100
per share, and pursuant to which the Purchasers have the right,
but not the obligation, to purchase up to 600,000 shares of the
Company's Series A-3 Convertible Preferred Stock at a purchase
price of $100 per share, in one or more tranches of at least
50,000 shares of Series A-3 Preferred per tranche.

On July 3, 2012, the Company and the Purchasers entered into
Amendment No. 1 to the Investment Agreement, pursuant to which the
Minimum Series A-3 Additional Investment was reduced from 50,000
shares of Series A-3 Preferred to 30,000 shares of Series A-3
Preferred.

Pursuant to the terms of the Investment Agreement, as amended, the
Company issued and sold to the Purchasers an aggregate of 30,000
shares of Series A-3 Preferred at a price per share of $100, for
aggregate proceeds of $3,000,000.  The offer and sale of those
shares constituted a private placement under Section 4(2) of the
Securities Act of 1933, as amended, in accordance with Regulation
D promulgated thereunder.  No general solicitation was involved in
connection with the offer and sale of those shares, and each of
the Purchasers has represented to the Company that it is an
"accredited investor."

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

The Company's balance sheet at March 31, 2012, showed $7.77
million in total assets, $62.23 million in total liabilities,
$34.66 million in redeemable convertible preferred stock, and a
$89.13 million total stockholders' deficit.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TEJAL INVESTMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Tejal Investment, LLC
        815 N Main Street
        Sunset, UT 84015-0000

Bankruptcy Case No.: 12-28606

Chapter 11 Petition Date: July 3, 2012

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Tyler T. Todd, Esq.
                  LABRUM NEELEY VELEZ & ASSOCIATES, PC
                  1173 South 250 West, Suite 311
                  St. George, UT 84770
                  Tel: (435) 688-9558
                  Fax: (435) 673-1640
                  E-mail: tyler@1law.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 Hasmukh Natha, member.


THINES LLC: M&T Bank Has $726,800 Secured Claim
-----------------------------------------------
Bankruptcy Judge Nancy V. Alquist signed off on a consent order
allowing Manufacturers and Traders Trust Company's secured claim
against Thines, LLC, in these amounts:

   Principal:            $568,287.53
   Interest:              $23,761.38
     ($118.39 per diem)
   Prepayment Premium:   $120,898.42
   Late Charges:           $1,609.05
   Attorneys' Fees:       $11,251.55
                        ------------
   Total as of 9/20/11:  $726,807.93

A copy of the Stipulation and Consent Order signed by the Court on
July 3, 2012, is available at http://is.gd/ie9sJLfrom Leagle.com.

                         About Thines LLC

Thines LLC, based in Jessup, Maryland, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-28872) on Sept. 20, 2011.
Judge Nancy V. Alquist presides over the request.  Marc Robert
Kivitz, Esq., in Baltimore, serves as the Debtor's counsel.  The
Debtor scheduled $1,960,289 in assets and $2,685,032 in debts.
The petition was signed by Tyrone Hines, managing member.

Creditor Manufacturers and Traders Trust Company is represented in
the case by Michael C. Bolesta, Esq., at Gebhardt & Smith LLP.


TRANS ENERGY: Seven Directors Elected at Annual Meeting
-------------------------------------------------------
Trans Energy, Inc., held its 2012 annual general and special
meeting of shareholders on June 28, 2012.  The Company's
shareholders voted to elect seven persons as directors to serve
for terms of one year until the next annual meeting or until their
successors have been elected and qualified, namely:

   (1) John G. Corp;
   (2) Loren E. Bagley;
   (3) William F. Woodburn;
   (4) Robert L. Richards;
   (5) Richard L. Starkey;
   (6) Stephen P. Lucado; and
   (7) Dr. Benjamin H. Thomas.

The Company's shareholders voted to approve a proposal to ratify
the appointment of Maloney + Novotny, LLC, as the Company's
independent registered public accounting firm for the year ending
Dec. 31, 2012.

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at March 31, 2012, showed
$55.15 million in total assets, $28.96 million in total
liabilities, and $26.18 million in total stockholders' equity.


TRIBUNE CO: Bank Debt Trades at 33% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 66.50 cents-on-the-
dollar during the week ended Friday, July 6, 2012, an increase of
1.29 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 153 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Tribune Co.

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

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

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

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

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


VALENCE TECHNOLOGY: Carl Warden Extends Debt Maturity to July 31
----------------------------------------------------------------
Valence Technology, Inc., received a letter from Carl Warden which
informed the Company that effective as of June 29, 2012, Mr.
Warden agreed to extend the maturity date of the $3.0 million in
outstanding principal owed to Mr. Warden to July 31, 2012.

The Company received a letter from Mr. Warden on April 30, 2012,
which informed the Company that effective in March 2012, Mr.
Warden had purchased from iStar Tara LLC and successor in interest
to SFT 1, Inc., the outstanding principal amount of $3.0 million
under that certain Loan and Security Agreement dated as of
July 13, 2005, among the Company, iStar and Carl E. Berg, the
Chairman of the Company's Board of Directors and the Company?s
principal stockholder.  The April 30, 2012, letter also extended
the maturity date of the $3.0 million in outstanding principal
owed to Mr. Warden to June 30, 2012.

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.73 million on $44.38
million of revenue for the year ended March 31, 2012, a net loss
of $12.68 million on $45.88 million of revenue for the year ended
March 31, 2011, and a net loss of $23.01 million on $16.08 million
of revenue for the year ended March 31, 2010.

The Company's balance sheet at March 31, 2012, showed $31.52
million in total assets, $82.63 million in total liabilities,
$8.61 million in redeemable convertible preferred stock and a
$59.71 million total stockholders' deficit.

PMB Helin Donova, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2012, citing recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency which raised substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

The Company said in the fiscal 2012 annual report that it cannot
achieve a competitive cost structure, achieve profitability, and
acquire access to capital markets on acceptable terms, the Company
will be unable to fund its obligations and sustain its operations,
and may be required to liquidate its assets, cease operations or
file for bankruptcy protection.


VUZIX CORP: LC Capital Discloses 14.8% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, LC Capital Master Fund, Ltd., and its
affiliates disclosed that, as of June 29, 2012, they beneficially
own 46,191,220 shares of common stock of Vuzix Corporation which
represents 14.83% of the shares outstanding.

LC Capital previously reported beneficial ownership of 28,963,848
common shares or a 9.99% equity stake as of Jan. 23, 2012.

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

                       http://is.gd/oB2KS8

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $5.81 million
in total assets, $12.64 million in total liabilities, and a
$6.82 million total stockholders' deficit.

After auditing the 2011 annual report, EFP Rotenberg, LLP, in
Rochester, 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 substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases.

                         Bankruptcy Warning

The Company said in its 2011 annual report that its future
viability is dependent on its ability to execute these plans
successfully.  If the Company fails to do so for any reason, the
Company would not have adequate liquidity to fund its operations,
would not be able to continue as a going concern and could be
forced to seek relief through a filing under U.S. Bankruptcy Code.


VUANCE LTD: Posts $105,000 Net Income in First Quarter
------------------------------------------------------
Vuance Ltd. reported net income of US$105,000 on US$2.18 million
of revenue for the three months ended March 31, 2012, compared
with a net loss of US$173,000 on US$1.84 million of revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
US$2.07 million in total assets, US$7.44 million in total
liabilities and a US$5.37 million total shareholders' deficit.

A copy of the press release is available for free at:

                       http://is.gd/9yhgl3

                         About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.

The Company reported net income of US$1.02 million on US$7.92
million of revenue in 2011, compared with a net loss of US$1.96
million on US$7.38 million of revenue in 2010.

In the auditors report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Fahn Kanne & Co.
Grant Thornton Israel expressed substantial doubt about the
Company's ability to continue as a going concern.  The indepdent
auditors noted that the Company has incurred substantial recurring
losses and negative cash flows from operations and, as of Dec. 31,
2011, the Company had a working capital deficit and total
shareholders' deficit.


WEST END FINANCIAL: Judge Cuts Robinson Brog, Arent Fox Fees
------------------------------------------------------------
Law firms Robinson Brog Leinwand Greene Genovese & Gluck P.C., and
Arent Fox LLP saw their take-home pay slashed in the bankruptcy
case of West End Financial Advisors, LLC.  According to Bankruptcy
Judge Stuart M. Bernstein, based on his own review of the parties'
applications:

     -- Robinson Brog is entitled to a final award of fees and
        expenses, respectively, in the amounts of $1,926,074
        and $43,968; and

     -- Arent Fox is entitled to a final award of fees and
        expenses, respectively, in the amounts of $173,953
        and $17,121.

Robinson Brog served as counsel to the Debtors.  The firm
originally sought final fees and expenses of $2,151,281 and
$43,968.

Arent Fox served as attorneys for Mark S. Radke, Esq., the
Independent Monitor appointed by the District Court.  Arent Fox
originally sought an award of pre-petition fees and expenses in
the amounts of $32,792 and $8,004, respectively, and an award of
post-petition fees and expenses in the amounts of $283,941 and
$20,249.

The Debtors and the Official Committee of Unsecured Creditors
objected to Arent Fox's application, and the United States Trustee
and the Securities & Exchange Commission objected to Robinson
Brog's application.

A copy of the Court's July 2, 2012 Memorandum Decision is
available at http://is.gd/L5xuBjfrom Leagle.com.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.  Mr. Landberg pleaded guilty in
November to securities fraud.  He agreed to forfeit $8.7 million
in assets.

West End filed under Chapter 11 in March shortly after the U.S.
District Court appointed a monitor at the behest of the Securities
and Exchange Commission.  West End was accused by the SEC of
committing securities fraud and misusing client funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).

In July 2011 the bankruptcy judge ruled that West End should be
substantively consolidated with affiliates.  West End Financial
filed a plan of liquidation in bankruptcy court in August.

On Jan. 25, 2012, the Court confirmed West End Financial's Third
Amended Plan of Liquidation.


WESTERN BRIDGE: Closes Doors; NCUA's Resolution Plan Proceeds
-------------------------------------------------------------
The National Credit Union Administration (NCUA) announced on
July 7 the liquidation of Western Bridge Corporate Federal Credit
Union (Western Bridge) of San Dimas, Calif.  Catalyst Corporate
Federal Credit Union (Catalyst) of Plano, Texas, recently
completed the migration of Western Bridge's 326 capitalizing
members ($50.3 million capital contributed) and services, and
Western Bridge closed at the end of the day Friday.

"The closing of Western Bridge's doors is an important milestone
for the entire credit union system," said NCUA Board Chairman
Debbie Matz.  "Consistent with NCUA's Corporate Resolution Plan,
we have smoothly transferred the former corporate's members and
services to Catalyst while minimizing costs for all credit
unions."

Through the Corporate Resolution Plan, NCUA has worked to build a
more structurally sound corporate credit union system and maintain
confidence in the credit union system.  As a result of rules
adopted in 2010, corporate credit unions now need to maintain
higher capital levels, while complying with stricter investment
standards.

NCUA conserved the former Western Corporate Federal Credit Union
in 2009 and created Western Bridge to ensure continuity of service
and operations for member consumer credit unions.  In 2011, the
members of Western Bridge initially sought but failed to
capitalize a new corporate credit union, United Resources
Corporate Federal Credit Union.

As conservator of Western Bridge, NCUA then sought an acquisition
solution that would minimize service disruption to the consumer
credit union members of Western Bridge and ensure the best
financial outcome for the Temporary Corporate Credit Union
Stabilization Fund.  NCUA conducted a competitive bidding process
to identify a buyer for Western Bridge.  Last December, the NCUA
Board awarded Catalyst the exclusive right to acquire Western
Bridge.

Catalyst was created by the 2011 merger of Southwest Bridge
Federal Credit Union and Georgia Corporate Federal Credit Union.
With the transfer of Western Bridge's members, Catalyst Corporate
now has 1,232 members and $147 million in capital.  Western Bridge
is the first federally insured corporate credit union liquidated
in 2012.

NCUA is the independent federal agency created by the U.S.
Congress to regulate, charter, and supervise federal credit
unions.  With the backing of the full faith and credit of the U.S.
Government, NCUA operates and manages the National Credit Union
Share Insurance Fund, insuring the deposits of more than 92
million account holders in all federal credit unions and the
overwhelming majority of state-chartered credit unions.


* Bankruptcy Filings Slide In 1st Half Of 2012, Report Says
---------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that bankruptcies
decreased across the board in the first half of 2012 with
commercial filings taking the biggest dip, falling 21.8% to 30,946
against 39,598 from the same six-month period in 2011, according
to figures released Thursday.

Chapter 11 filings from January to June also fell nationwide this
year, with 5,313 cases marking a 12.5 percent decrease from the
6,070 reported in the same period in 2011, while total
bankruptcies totaled 632,130, a 13.6 percent slide from 731,500 a
year ago, Bankruptcy Law360 relates.


* McGuireWoods' Cox Jumps to Bradley Arant's Charlotte Office
-------------------------------------------------------------
Bradley Arant Boult Cummings LLP announced July 5, 2012, the
continued strategic expansion of its Charlotte office with the
addition of Robert A. Cox, Jr. as partner.  Previously a partner
with McGuireWoods, Cox joins the firm's Bankruptcy, Restructuring,
and Distressed Investing Practice Group. He is the fifth new
attorney to join the firm in Charlotte so far this year. In April,
a group of four attorneys joined the firm's Financial Services
Practice Group in Charlotte.

Cox focuses his practice on financial restructuring and
insolvency, including bankruptcy, creditors' rights, commercial
workouts, and distressed asset acquisitions. His experience
includes representing corporate debtors, creditors' committees,
secured lenders, asset acquirers, and other parties in interest in
bankruptcy courts throughout the United States.

"Rob is an important addition to our firm, and is another positive
step in our continuing to grow our Charlotte office," said Firm
Chairman Beau Grenier. "In particular, his background in
creditors' rights and litigation is a natural fit for our work
with the financial services industry. This is a service area we
are expanding for our Charlotte-area clients."

The firm's Bankruptcy, Restructuring, and Distressed Investing
Practice Group is comprised of 25 attorneys across four offices.
Chambers USA gave the practice a Tier 1 ranking in its 2012 guide
to leading law firms. Its members have extensive national
experience representing debtors and lenders in Chapter 11
proceedings and in out-of-court workouts and restructurings. They
regularly serve as counsel to businesses with unsecured claims and
complex contractual relationships with Chapter 11 debtors. The
group also represents clients involved with the acquisition of
distressed businesses, assets, and loans.

"Bradley Arant Boult Cummings is well known for its bankruptcy
practice, particularly on the debtor side, and moving to the firm
is a natural step in the development of my practice," said Cox.
"The team assembled at this firm is outstanding, and I am excited
by the possibilities as I work with my new colleagues."

Cox holds a J.D. from Wake Forest University School of Law and a
B.A. from the University of North Carolina at Chapel Hill.


* BOND PRICING -- For Week From July 2 to 6, 2012
-------------------------------------------------

  Company              Coupon     Maturity    Bid Price
  -------              ------     --------    ---------
A123 SYSTEMS INC        3.750    4/15/2016       27.750
AES EASTERN ENER        9.000     1/2/2017       15.500
AES EASTERN ENER        9.670     1/2/2029       17.500
AGY HOLDING COR        11.000   11/15/2014       49.075
AHERN RENTALS           9.250    8/15/2013       64.500
ALION SCIENCE          10.250     2/1/2015       46.375
AM AIRLN PT TRST       10.180     1/2/2013       93.000
AMBAC INC               6.150     2/7/2087        2.010
AMBAC INC               9.500    2/15/2021       25.250
AMER GENL FIN           4.100    7/15/2012       97.538
AMER GENL FIN           4.875    7/15/2012      100.000
ATP OIL & GAS          11.875     5/1/2015       48.500
ATP OIL & GAS          11.875     5/1/2015       49.600
ATP OIL & GAS          11.875     5/1/2015       48.500
BAC-CALL07/12           5.250    7/15/2018      100.117
BAC-CALL07/12           5.500   10/15/2029       96.760
BAC-CALL07/12           5.800    1/15/2028      100.000
BAC-CALL07/12           5.900    7/15/2029      100.000
BAC-CALL07/12           6.650    7/15/2027      100.000
BAC-CALL07/12           8.250    4/15/2027      101.920
BAC-CALL07/12           8.278    12/1/2026      101.261
BROADVIEW NETWRK       11.375     9/1/2012       69.085
BUFFALO THUNDER         9.375   12/15/2014       35.250
CTL-CALL07/12           7.500    6/15/2023       99.654
DIRECTBUY HLDG         12.000     2/1/2017       18.000
DIRECTBUY HLDG         12.000     2/1/2017       18.000
EASTMAN KODAK CO        7.000     4/1/2017       18.790
EASTMAN KODAK CO        7.250   11/15/2013       18.056
EASTMAN KODAK CO        9.200     6/1/2021       13.393
EASTMAN KODAK CO        9.950     7/1/2018       16.100
EDISON MISSION          7.500    6/15/2013       60.114
ELEC DATA SYSTEM        3.875    7/15/2023       97.000
ENERGY CONVERS          3.000    6/15/2013       39.750
EVERGREEN SOLAR        13.000    4/15/2015       48.000
FCB/NC CAP-CALL         8.050     3/1/2028       99.250
FONTAINEBLEAU LA       10.250    6/15/2015        0.250
GEOKINETICS HLDG        9.750   12/15/2014       56.000
GLB AVTN HLDG IN       14.000    8/15/2013       28.550
GLOBALSTAR INC          5.750     4/1/2028       48.000
GMX RESOURCES           4.500     5/1/2015       40.000
GMX RESOURCES           5.000     2/1/2013       70.624
GMX RESOURCES           5.000     2/1/2013       73.815
HAWKER BEECHCRAF        8.500     4/1/2015       19.300
HAWKER BEECHCRAF        8.875     4/1/2015       15.500
HAWKER BEECHCRAF        9.750     4/1/2017        3.050
JAMES RIVER COAL        4.500    12/1/2015       39.000
JPM-CALL07/12           5.850     8/1/2035      100.000
KENDLE INTL INC         3.375    7/15/2012       95.750
KV PHARM               12.000    3/15/2015       35.250
LEHMAN BROS HLDG        0.250    12/8/2012       21.625
LEHMAN BROS HLDG        0.250    12/8/2012       21.625
LEHMAN BROS HLDG        0.250   12/12/2013       21.625
LEHMAN BROS HLDG        0.250    1/26/2014       21.625
LEHMAN BROS HLDG        1.000    12/9/2012       21.625
LEHMAN BROS HLDG        1.000   10/17/2013       21.625
LEHMAN BROS HLDG        1.000    3/29/2014       21.625
LEHMAN BROS HLDG        1.000    8/17/2014       21.625
LEHMAN BROS HLDG        1.000    8/17/2014       22.500
LEHMAN BROS HLDG        1.250     2/6/2014       21.625
LEHMAN BROS HLDG        1.500    3/29/2013       21.625
LEHMAN BROS INC         7.500     8/1/2026        7.550
LIFECARE HOLDING        9.250    8/15/2013       61.250
MANNKIND CORP           3.750   12/15/2013       57.000
MASHANTUCKET PEQ        8.500   11/15/2015        9.250
MASHANTUCKET PEQ        8.500   11/15/2015        9.527
MASHANTUCKET TRB        5.912     9/1/2021        9.250
MF GLOBAL LTD           9.000    6/20/2038       38.000
NETWORK EQUIPMNT        7.250    5/15/2014       50.000
NEWPAGE CORP           10.000     5/1/2012        5.050
NGC CORP CAP TR         8.316     6/1/2027       15.150
NSC EQUIP TST H         5.570    7/15/2012       98.873
PATRIOT COAL            3.250    5/31/2013       31.400
PATRIOT COAL            8.250    4/30/2018       43.000
PENSON WORLDWIDE        8.000     6/1/2014       34.496
PENSON WORLDWIDE       12.500    5/15/2017       41.500
PMI GROUP INC           6.000    9/15/2016       22.063
POWERWAVE TECH          3.875    10/1/2027       11.060
POWERWAVE TECH          3.875    10/1/2027       13.427
PRU-CALL07/12           5.500    7/15/2030      100.000
PRU-CALL07/12           5.750    1/15/2030      100.000
REAL MEX RESTAUR       14.000     1/1/2013       46.450
REDDY ICE CORP         13.250    11/1/2015       28.200
REDDY ICE HLDNGS       10.500    11/1/2012       55.500
RESIDENTIAL CAP         6.500    4/17/2013       23.000
RESIDENTIAL CAP         6.875    6/30/2015       25.250
TERRESTAR NETWOR        6.500    6/15/2014       10.000
TEXAS COMP/TCEH         7.000    3/15/2013       15.700
TEXAS COMP/TCEH        10.250    11/1/2015       24.500
TEXAS COMP/TCEH        10.250    11/1/2015       23.250
TEXAS COMP/TCEH        10.250    11/1/2015       29.188
TEXAS COMP/TCEH        15.000     4/1/2021       34.250
TEXAS COMP/TCEH        15.000     4/1/2021       33.500
THORNBURG MTG           8.000    5/15/2013       10.000
TIMES MIRROR CO         7.250     3/1/2013       33.050
TOUSA INC               9.000     7/1/2010       19.875
TOUSA INC               9.000     7/1/2010       26.500
TRAVELPORT LLC         11.875     9/1/2016       38.000
TRAVELPORT LLC         11.875     9/1/2016       38.250
TRIBUNE CO              5.250    8/15/2015       31.065
TRICO MARINE            3.000    1/15/2027        0.750
TRICO MARINE            3.000    1/15/2027        0.750
TXT-CALL07/12           6.200    7/17/2037       95.200
USEC INC                3.000    10/1/2014       48.200
WASH MUT BANK FA        5.125    1/15/2015        0.010
WASH MUT BANK FA        5.650    8/15/2014        0.875
WASH MUT BANK FA        6.875    6/15/2011        0.010
WASH MUT BANK NV        6.750    5/20/2036        0.875
WESTERN EXPRESS        12.500    4/15/2015       55.000



                            *********

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.

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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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