TCR_Public/120716.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 16, 2012, Vol. 16, No. 196

                            Headlines

30DC INC: Receives More Than 800 Signups for MagCast
AFA FOODS: Says Sales Will Pay First-Lien Lenders in Full
A.I.P. LIMITED: Case Summary & 19 Largest Unsecured Creditors
ALABAMA AIRCRAFT: Reacts to Boeing's Appeal Over Bankruptcy Suit
AMERICAN AIRLINES: USAir Says It's a Creditor

AMERICAN COMMERCE: Reports $83,000 Net Income in May 31 Quarter
AMERICAN DEFENSE: Kevin Healy Named to Board of Directors
AMSTERDAM LLC: Case Summary & 7 Largest Unsecured Creditors
API TECHNOLOGIES: S&P Puts 'B+' CCR Rating on Negative Watch
APPLIED ENERGETICS: Posts $1.2 Million Net Loss in Q1 2012

AURA SYSTEMS: Posts $3.08 Million Net Loss in May 31 Quarter
AVALON OIL: Bernstein & Pinchuk Raises Going Concern Doubt
AVENTINE RENEWABLE: Amends Wells Fargo Credit Agreement
BEAZER HOMES: Intends to Offer $275 Million Senior Secured Notes
BEAZER HOMES: Prices $300 Million Senior Secured Notes Offering

BEAZER HOMES: Offering 4 Million Tangible Equity Units
BEHRINGER HARVARD: Unit to Sell Building to Carter for $20-Mil.
SAN BERNARDINO COUNTY: Continues to Consider Eminent Domain
BONAVENTURE FAMILY: Case Summary & 9 Largest Unsecured Creditors
BOOZ ALLEN: S&P Assigns 'BB+' Corporate Credit Rating

BRIGHTSTAR: Tech Data Buyout No Impact on Moody's 'Ba3' CFR
BROADCAST INTERNATIONAL: Files Amendment No. 3 to Form S-1
CAGLE'S INC: Plan Filing Exclusivity Extended Until Aug. 14
CAMP INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating
CAPITOL BANCORP: To Issue 5MM Shares Under 2011 Incentive Plan

CIRCLE STAR: Closes Acquisition of 14,000 Acres in Kansas
CIRCUS AND ELDORADO: Committee Can Hire LSC as Nevada Counsel
CIRCUS AND ELDORADO: Evercore Group Approved as Investment Banker
CIRCUS AND ELDORADO: FTI Consulting Approved as Financial Advisor
CIRCUS AND ELDORADO: Milbank Tweed Approved as Bankruptcy Counsel

CKE RESTAURANTS: Moody's Affirms 'B2' CFR; Outlook Stable
CLARE AT WATER: Reorganization Plan Declared Effective
COLBRAN LLC: Dedham Bank Fails in Bid to Dismiss Chapter 11 Case
COLORADO-FAYETTE MEDICAL: Case Summary & Creditors List
COMBIMATRIX CORPORATION: Had $2.4-Mil. Net Loss in 1st Quarter

COOPERATIVE COMMUNICATIONS: Meeting to Form Panel Set on July 25
COOPERATIVE COMMUNICATIONS: Case Summary & Creditors List
COYOTE CREEK: Case Summary & 7 Largest Unsecured Creditors
CPI CORP: Lazard Middle Market Tapped to Explore Sale
CUTTER YACHT: Voluntary Chapter 11 Case Summary

CYCLONE POWER: Inks Financing Agreement with GEM Global
DAYBREAK OIL: Incurs $294,000 Net Loss in May 31 Quarter
DELTA PETROLEUM: Creditors Committee Down to Two Members
DIALOGIC INC: Files Amendment No. 1 to Form S-3
DUTCH GOLD: Inks Pact with RadarNica for Mining Project

DYNEGY INC: Out of NYSE; Trading Now at Over-the-Counter Market
EDRA BLIXSETH: Court Pares Western Capital Fees to $4,153
ELEPHANT TALK: P. Hickman to Serve as New Audit Committee Chair
EMMIS COMMUNICATIONS: Incurs $5 Million Loss in May 31 Quarter
ENERGY CONVERSION: Fires CRO & CFO as Sale of Uni-Solar Fails

ENERGY CONVERSION: Prepares for July 18 Confirmation
ENERGY CONVERSION: Grant Thornton Resigns as Accountant
EQUITABLE OF IOWA: Fitch Keeps Rating on Trust Pref. Stock at 'BB'
FENTON SUB: Can Use Wells Fargo Cash Collateral Until July 31
FENTON SUB: Plan Confirmation Hearing Set for July 16

FILENE'S BASEMENT: Syms Wins Approval to Send Plan for Voting
FUEL DOCTOR: Faces Securities Fraud Complaint in Calif.
GARLOCK SEALING: Asbestos Panel Hires Motley/Waters for Estimation
GELTECH SOLUTIONS: Posts $1.2 Million Net Loss in March 31 Quarter
GENON REMA: Moody's Cuts Ratings on Sr. Secured Certs. to 'B1'

GLASGOW SAVINGS: Closed; Regional Missouri Assumes All Deposits
GMX RESOURCES: BlackRock Disposes Of Shares, Stake Now 2.24%
GRAY TELEVISION: BlackRock Equty Stake Down to 2.31%
GRAY TELEVISION: Expects to Report $94.7MM 2nd Quarter Revenue
GREYSTONE LOGISTICS: Reports $2.3-Mil. Net Income in Fiscal 2012

H P D LLC: Case Summary & 7 Largest Unsecured Creditors
HAMANN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
HARD ROCK QUARRY: Voluntary Chapter 11 Case Summary
HART CREEK RANCH: Court Slashes Creditor's Claim for Legal Fees
HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off in Secondary Market

HOPE CLINIC: Case Summary & 11 Largest Unsecured Creditors
HORIZON LINES: Beach Point Ownership at 12.3% as of July 3
HORIZON LINES: Beach Point SCF Ownership at 4.66% as of July 3
HORIZON LINES: Virginia Retirement Shares Down to 4.10%
INDIANA STEEL AND TUBE: Has 5-Member Creditors' Panel

INDIANA STEEL AND TUBE: U.S. Trustee Objects to DIP Loan
INTERNATIONAL HOME: Settlement with FirstBank Puerto Rico OK'd
IVEDA SOLUTIONS: Had $795,100 Net Loss in First Quarter
J & J DEVELOPMENTS: Kansas Convenience Stores File Chapter 11
JAMES RIVER: BlackRock Stake Down to 6.33% as of June 29

JOHN PATRICK RAYNOR: Nebraska Court Rejects Contempt Bid
KIM'S PROVISION: Case Summary & 7 Largest Unsecured Creditors
LDK SOLAR: Owns 71.4% of Solar Power Common Shares
LEVEL 3: Board Determines BlackRock as "Exempt Person"
LOCATION BASED TECH: Has $1.83 Million Net Loss in May 31 Quarter

CONFORCE INTERNATIONAL: Recurring Losses Cue Going Concern Doubt
MARTIN MARIETTA: Moody's Assigns 'Ba1' CFR/PDR; Outlook Negative
MDC 4 LLC: Case Summary & 2 Largest Unsecured Creditors
MILESTONE SCIENTIFIC: Four Directors Elected at Annual Meeting
MMD HOTEL: Voluntary Chapter 11 Case Summary

MOUNTAIN PROVINCE: Closes Transfer of North Property to Kennady
MPG OFFICE: KPMG Mortgage Loan Extended 1 Year to October 2013
MPG OFFICE: BlackRock Equity Stake Down to 2.48%
NAVISTAR INTERNATIONAL: Renews Note Purchase Agreement with BofA
NAVISTAR INTERNATIONAL: Carl Icahn Hikes Ownership to 13.2%

NAVISTAR INTERNATIONAL: M. Rachesky Stake Rises to 14.9%
NORMAN CAY: Had $328,900 Net Loss in Jan. 31 Quarter
NORTEL NETWORKS: Settles Disputed Lease Claim for 14%
NORTH BY NORTHWEST: Files for Chapter 11 in Georgia
NORTHERN BERKSHIRE: Completes Chapter 11 Reorganization Plan

OCALA FUNDING: Seeks Court Approval to Hire Proskauer Rose
OCALA FUNDING: Wants to Hire Stichter Riedel as Local Counsel
OCALA FUNDING: Hiring Litigation Counsel for Suit Against Deloitte
ONE2ONE COMMUNICATIONS: Case Summary & Creditors List
OPTIMUMBANK HOLDINGS: T. Procelli Named Chief Operating Officer

OXIGENE INC: Posts $1.9 Million Net Loss in Q1 2012
PABLA REALTY: Case Summary & 3 Largest Unsecured Creditors
PANTRY INC: Moody's Affirms 'B2' CFR, Rates New Term Loan 'B1'
PANTRY INC: S&P Rates New $250MM Senior Unsecured Notes 'B+'
PATRIOT COAL: To Meet With Lenders About New Credit

PEREGRINE FINANCIAL: Trustee Hiring 57 Workers for Liquidation
PINNACLE HOLDCO: Moody's Assigns 'B2' CFR; Outlook Stable
PRINCETON NATIONAL: Reports $1 Million Net Income in Q1 2012
QUALITY BUILDING: Voluntary Chapter 11 Case Summary
QUALITY DISTRIBUTION: Signs Separation Agreement With SVP Gold

RACKWISE INC: Amends 40.8 Million Resale Prospectus
REFLECT SCIENTIFIC: Settles with Debenture Holders for $75,000
REVEL ENTERTAINMENT: Bank Debt Trades at 20% Off
ROLLERAMA II: Case Summary & 12 Largest Unsecured Creditors
SAI RAM: Case Summary & 13 Largest Unsecured Creditors

SAINT VINCENTS: Chapter 11 Plan Declared Effective
SAN BERNARDINO, CA: Used Special Funds to Cover Budget Shortfall
SBMC HEALTHCARE: Johnson DeLuca OK'd to Assist Bankruptcy Counsel
SBMC HEALTHCARE: Marilee A. Madan Approved as Bankruptcy Counsel
SK FOODS: Dist. Court Won't Stay Changes to Injunction Order

SK FOODS: Court Issues Show Cause Order in Pruett Appeal
SOUTHERN RURAL: Voluntary Chapter 11 Case Summary
SPORTSSTUFF INC: Court Defers Ruling on Husch Blackwell Expenses
STOCKTON, CA: Bankr. Judge Appointed to Mediate With Creditors
STRATEGIC AMERICAN: Enters Negotiations for African Concession

SUPERVALU INC: Denies Bankruptcy Filing Plans
SUPERVALU INC: Fitch Lowers IDR to 'CCC' on Poor Operating Results
TEEKAY CORP: Moody's Affirms B1 Corp. Family Rating; Outlook Neg
TEMPLE MESSIANIQUE: Case Summary & 19 Largest Unsecured Creditors
THERAPEUTICSMD INC: Had $13.3 Million Net Loss in First Quarter

TRAINOR GLASS: Has Access to Cash Collateral Until October
TRI-LAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE CO: Court to Confirm Plan, Overrules Objections
TRIBUNE CO: Buena Vista Claim Reduced to $6.8MM From $110MM
TRIBUNE CO: AT&T Claim Reduced From $1.75MM to $1.13MM

TRIBUNE CO: Stipulation Allows Woodies Claim for $1.98-Mil.
TRIBUNE CO: Objects to Fla. Revenue Dept.'s $5.7-Mil. Claim
TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market
TRONOX INC: Kerr-McGee Trial Put on Ice to Permit Mediation
TXU CORP: Bank Debt Trades at 40% Off in Secondary Market

TXU CORP: Bank Debt Trades at 36% Off in Secondary Market
UNI-PIXEL INC: To Hold 2nd Quarter Conference Call on July 30
UNIT CORP: Fitch to Rate $350MM Subordinated Add-on Notes 'BB'
UNIT CORP: Moody's Rates Proposed $350MM Sr. Sub. Notes 'B2'
UNIT CORP: S&P Retains 'BB-' Subordinated Debt Rating After Add-On

WATERFORD TOWNHOMES: Case Summary & 10 Largest Unsecured Creditors
WATERLOO RESTAURANT: Romano's Mac Franchise to End; Broker Tapped
WATERLOO RESTAURANT: Rosen Systems Is Auctioneer
VALENCE TECHNOLOGY: Needs Add'l Financing for Operations
VALENCE TECHNOLOGY: 2 Directors Resigned on Eve of Bankruptcy

VCA ANTECH: S&P Revises Outlook to Stable on Growth Prospects
VOLKSWAGEN-SPRINGFIELD: Can Use BB&T Cash Collateral Until July 20
WERHANE SERVICE: Case Summary & 9 Largest Unsecured Creditors
XTREME IRON: Case Summary & 3 Largest Unsecured Creditors
YOUNG FAMILY TRUST: Follows Cocopah to Chapter 11

* Moody's Says Private Equity Firms' Leverage Less Aggressive
* Moody's Says Some PPPs Sensitive to Counterparty Risk
* Moody's Says Majority of Tobacco Settlement Bonds to Default
* Missouri Bank's Failure Hikes Year's Total to 33 Fallen Banks

* BOND PRICING -- For Week From July 9 to 13, 2012

                            *********

30DC INC: Receives More Than 800 Signups for MagCast
----------------------------------------------------
30 DC, Inc., has received more than 800 user signups for its
MagCast digital publishing platform.  30 DC's management believes
that the number of users is significant relative to the
approximately 3,600 total magazine titles currently available on
Apple Newsstand, which are typically household names, such as, the
New York Times, Vanity Fair, and Cycling Plus.

Since Apple launched iOS 5 last fall with Newsstand becoming a
standard feature, large publishers like Conde Naste, and Future
Publishing experienced phenomenal subscriptio growth rates of
268%, and 750% in digital magazine subscriptions within the first
few weeks of entering Newsstand.

"We are thrilled with the overwhelming response to the MagCast
product launch and believe in large measure this is due to the
opportunity MagCast offers to anyone, no matter their technical
ability or publishing background, to create a product and offer it
for sale on Apple  Newsstand," the Company said in the press
reease.  "For the first time, niche content creators worldwide who
desire to participate in the booming  Newsstand marketplace have a
turnkey solution that is cost effective."

In addition, all MagCast users get three months free access to the
Immediate Edge, one of the longest running Internet marketing
membership programs on the web.  Members receive continuous
education on building their business, covering everything from how
to design a magazine template, to identifying a potentially
lucrative niche, content creation strategies, and traffic
generation techniques to maximize profits.

30 DC management believes that MagCast most significant value
added benefit, is access to executive training modules from some
of the world's top Internet marketers which take MagCast users
throughout the entire process, beginning with creating a
publication from scratch, through publication on Newsstand.
Ultimately, helping users create magazines that not only contain
quality content and an attractive interface, but that adhere to
Newsstand's editorial requirements necessary for publication
approval by Apple.

"Our goal is to become a dominant digital publishing solution for
the masses.  We are working  closely with and encouraging our
MagCast users to develop their magazines and bring them onto the
Newsstand marketplace in an efficient and timely manner.  30 DC
anticipates a large number of MagCast produced magazines
hitting Apple Newsstand within the next few weeks.  Accordingly,
we have chosen to temporarily restrict new MagCast user sign up so
we can focus our attention in aiding current users as they prepare
their magazines for publication," the Company stated.

According to 30DC management team, the results prove that there is
a substantial market for small publishers worldwide that wish to
provide niche content to satisfy a voracious appetite for reading
and information by iPad and iPhone owners.

30 DC is planning to re-launch MagCast in the near future and is
reviewing MagCast's pricing structure to reflect the evolving
digital  publishing  market.  30 DC, CEO, Edward Dale, stated,
"Our MagCast platform offers features that is simply  untouched
in the magazine industry.  We offer a technology that is
affordable, easy to use and produces stunning results".

MagCast is a collaboration of 30DC and Netbloo Media Ltd., who
jointly developed the concept and design of the platform.  More
information about the MagCast publishing platform can be found at
www.magcast.co.

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.77 million
in total assets, $2.08 million in total liabilities and a $315,408
total stockholders' deficiency.

As of Dec. 31, 2011, the Company has a working capital deficit of
$1,873,000 and has accumulated losses of $3,050,100 since its
inception.  The Company's ability to continue as a going concern
is dependent upon its ability of the Company to obtain the
necessary financing to meet its obligations and pay its
liabilities arising from normal business operations when they come
due and upon attaining profitable operations.  The Company does
not have sufficient capital to meet its needs and continues to
seek loans or equity placements to cover those cash needs.  No
commitments to provide additional funds have been made and there
can be no assurance that any additional funds will be available to
cover expenses as they may be incurred.  If the Company is unable
to raise additional capital or encounters unforeseen
circumstances, it may be required to take additional measures to
conserve liquidity, which could include, but not necessarily be
limited to, issuance of additional shares of the Company's stock
to settle operating liabilities which would dilute existing
shareholders, curtailing its operations, suspending the pursuit of
its business plan and controlling overhead expenses.  The Company
cannot provide any assurance that new financing will be available
to it on commercially acceptable terms, if at all.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.


AFA FOODS: Says Sales Will Pay First-Lien Lenders in Full
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AFA Foods Inc. was in bankruptcy court seeking
approval to sell two more plants to raise about $56.7 million.

According to the report, the new sales prompted the ground-beef
processor to tell the judge there should be enough money for full
payment of the loan financing the Chapter 11 case and the first-
lien debt.  Controlled by Yucaipa Cos., AFA said the new asset
sales plus previous sales won't be sufficient for full payment to
junior secured lenders.

The report relates that in an auction against a competing bidder,
Cargill Inc. came out on top for the plant in Fort Worth, Texas,
with a bid of about $38.8 million.  The bankruptcy court approved
the sale Thursday, Cargill said. It expects to complete the
purchase this week.

The report adds that no one aside from CTI Foods Holdings Co. from
Wilder, Idaho, bid for the plant in Pennsylvania.  CTI, controlled
by private-equity investor Littlejohn & Co., will pay $4.7 million
for the plant and no less than $14.1 million for the working
capital.

AFA filed papers asking the bankruptcy judge in Delaware for a
three-month extension of the exclusive right to propose a Chapter
11 plan.  If the judge agrees at a July 25 hearing, the new
deadline will be Oct. 29.

                        About AFA Foods

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

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

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

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

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

McDonald Hopkins LLC and Potter Anderson & Corroon LLP represents
the official committee of unsecured creditors.

In June 2012, AFA Foods received authority from the bankruptcy
judge to sell two plants for a combined $11.6 million.  Tri West
Investments LLC emerged the winning bidder after offering $4.4
million for the plant in Los Angeles.  PL Food LLC came out on top
with an offer of $7.2 million for the Georgia plant.

The company is still seeking a buyer for a plant in New York.


A.I.P. LIMITED: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A.I.P. Limited Partnership
        25 Hurricane Street No. 1
        Marina Del Rey, CA 90292

Bankruptcy Case No.: 12-18038

Chapter 11 Petition Date: July 10, 2012

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

Judge: Linda B. Riegle

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

Scheduled Assets: $3,084,448

Scheduled Liabilities: $6,545,058

A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-18038.pdf

The petition was signed by Anthony W. Albany, managing member of
A.I.P. Management Company, LLC.


ALABAMA AIRCRAFT: Reacts to Boeing's Appeal Over Bankruptcy Suit
----------------------------------------------------------------
The Litigation Trustee for Alabama Aircraft Industries, Inc.,
Joseph Ryan, said AAI, through its litigation trust, has responded
to Boeing's appeal of the Delaware Bankruptcy Court's
determination which permitted AAI's litigation in federal court in
Alabama against Boeing to proceed.

The Alabama litigation, being carried out through the Litigation
Trust under the direction of the Litigation Trustee, seeks up to
$100 million in damages from Boeing for fraudulent and unfair
business practices, which culminated in bankruptcy of the company.

The Litigation Trustee has observed that the apparent reason for
Boeing's appeal is that Boeing does not wish to give Alabama
Aircraft Industries its day in court.  As a result of the most
recent events in AAI's bankruptcy proceeding, the principal
litigation against Boeing continues to move forward in the United
States District Court for the Northern District of Alabama.  The
Alabama federal Court recently allowed AAI to file a Second
Amended Complaint.

Joseph Ryan, Litigation Trustee, stated: "Boeing continues its
desperate efforts to avoid answering through the American justice
system for its actions in destroying AAI.  At the time of Boeing's
actions, AAI was Boeing's most vigorous competitor for the more
than $1.1 billion Air Force tanker maintenance contract."  Mr.
Ryan added, "In its latest filing, Boeing argued that the
bankruptcy sale of AAI should not have included the Litigation
Trust that is backing the lawsuit aimed at requiring Boeing to pay
for the damages caused by its breach of contract and theft of
intellectual property, all of which caused AAI to lose the tanker
maintenance contract to Boeing."

In its multi-million dollar litigation effort to avoid giving AAI
its day in court, Boeing has repeatedly:

   -- Sought to deny AAI crucial funds during the bankruptcy
      proceedings that was needed to keep AAI operating;

   -- Misrepresented to the public that the issues in the lawsuit
      had all been previously considered by prior forums which
      found in Boeing's favor;

   -- Misrepresented to the media that the cancellation of the
      agreement between Boeing and AAI was by "mutual agreement."
      Undertaken nearly every conceivable legal maneuver to
      increase the costs of the litigation and to deny AAI's day
      in court;

   -- Deliberately avoided using the single legal step which would
      have delayed the bankruptcy court sale and finally destroyed
      AAI due to lack of operating cash, that is, the step of a
      Boeing request for a "stay" by the bankruptcy court.  Boeing
      did not make that request for a stay, because in order for
      it to do so, Boeing would have been forced to post a bond to
      cover damages owed, if it is ultimately found liable.  A
      collection on the bond would effectively make Boeing pay for
      the destruction of AAI it had sought so fervently.

The Delaware court records show that, despite the efforts of the
prominent international investment bank of Macquarie & Company,
not one bidder was willing to buy AAI's operating assets unless
they also included the right to sue Boeing for its egregious and
illegal behavior.  As litigation trustee Ryan explained today,
such bidder conditions resulted from the fact that Boeing had so
disabled AAI's business, it was clear and well known that
rebuilding the company from the effects of Boeing's misconduct
will require millions of dollars, and the best source of recouping
such investment would be the lawsuit recovery against Boeing for
its past misdeeds.

Mr. Ryan further pointed out that the public record of the federal
court litigation in Birmingham, Alabama reveals the great legal
and financial exposure that Boeing faces for its past misdeeds
against AAI (and will reveal other events involving similar
patterns and practices of misconduct), and that, for those
reasons, Boeing has undertaken a "limitless budget" legal war to
delay its day of reckoning.

                      About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provided aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed: Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, served as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.

The Chapter 11 case was later converted to liquidation under
Chapter 7.


AMERICAN AIRLINES: USAir Says It's a Creditor
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that US Airways Group Inc. said it supports an extension
of exclusive plan-filing rights by AMR Corp. because the parent of
American Airlines Inc. agreed with the creditors' committee to
use the remainder of the year to "complete a fair, balanced,
and transparent strategic alternatives assessment."

According to the report, US Air, in papers filed in AMR's
bankruptcy case, said it's a creditor of AMR.

Mr. Rochelle notes that even though US Air proposes to acquire AMR
through bankruptcy, it wouldn't have the right to file papers and
appear in court without also being a creditor or shareholder.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN COMMERCE: Reports $83,000 Net Income in May 31 Quarter
---------------------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $83,637 on $652,946 of net sales for the
three months ended May 31, 2012, compared with a net loss of
$69,610 on $677,586 of net sales for the same period during the
prior year.

The Company's balance sheet at May 31, 2012, showed $4.99 million
in total assets, $4.39 million in total liabilities and $593,564
in total stockholders' equity.

The Company said in the quarterly report for the period ended
May 31, 2012, that it has incurred substantial operating losses
since inception and has used approximately $29,000 of cash in
operations for the three months ended May 31, 2012.  Additionally,
the Company is in default on several notes payable.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.  The ability of the Company to continue as a
going concern is dependent upon its ability to reverse negative
operating trends, raise additional capital, and obtain debt
financing.

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

                        http://is.gd/Ab7gZQ

                      About American Commerce

Bartow, Florida-based American Commerce Solutions, Inc., is a
multi-industry holding company for its operating subsidiaries.  As
of the close of its most recently completed fiscal year end, the
Company had one wholly owned subsidiary operating in the
manufacturing segment.  The operating subsidiary is International
Machine and Welding, Inc., located in Bartow, Florida.

International Machine and Welding, Inc., provides specialized
machining services for heavy industry.


AMERICAN DEFENSE: Kevin Healy Named to Board of Directors
---------------------------------------------------------
The Board of Directors of American Defense Systems, Inc., elected
Kevin J. Healy to the Company's Board of Directors as a Class III
director with a term expiring at the annual meeting of the
Company's stockholders in 2014, at which time his continued
service on the Board of Directors will be subject to renomination
and stockholder approval.  Mr. Healy has not been named to any
committee of the Board of Directors.  With the election of Mr.
Healy, the size of the Board of Directors has been increased to
five members.

Mr. Healy, 50, has served as the Company's General Counsel since
January 2010 and as the Company's Chief Operating Officer since
September 2011.  From October 2010 until September 2011, Mr. Healy
served as the Company's acting Chief Operating Officer.  Mr. Healy
has served as a Member of the Board of Directors of Sperry
Associates Federal Credit Union since March 2010 and as the Vice
Chairman of the Board of Directors of Sperry Associates Federal
Credit Union since April 2011.  From February 2008 to December
2009, he was a business and legal consultant for various private
and not-for-profit companies.  From June 2005 to January 2008, Mr.
Healy served as General Counsel of Advanced BioPhotonics, Inc., a
medical imaging technology developer whose common stock traded on
the OTC Bulletin Board until May 2008.  He also served as
Secretary of Advanced BioPhotonics, Inc., from September 2005 to
January 2008.  From November 2001 to January 2005, Mr. Healy
served as Corporate Counsel of the General Semiconductor Division
of Vishay Intertechnology, Inc., a discrete semiconductor and
passive electronic components manufacturer.  From November 1997 to
November 2001, he served as Assistant General Counsel of General
Semiconductor, Inc., an international manufacturer of discrete
semiconductors.  Mr. Healy received his Master of Business
Administration from Dowling College School of Business, Juris
Doctor from St. John's University School of Law and Bachelor of
Arts degree from the State University of New York at Albany.  He
is admitted to the New Jersey Bar, the District of Columbia Bar,
and the United States District Court, District of New Jersey.

The selection of Mr. Healy as a director was not pursuant to any
arrangement or understanding between him and any other person.
There have been no transactions since Jan. 1, 2011, and there are
no currently proposed transactions, in which the Company was or is
to be a participant and in which he or any member of his immediate
family had or will have any interest, that are required to be
reported under Item 404(a) of Regulation S-K.

                       About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

After auditing the 2011 financial statements, Marcum LLP, in
Melville, New York, 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 $867,000, an accumulated deficit of $17.0 million,
shareholders' deficiency of $235,000 and cash on hand of $132,000.
The Company had operating losses of $3.30 million and
$3.69 million for the years ended Dec. 31, 2011 and 2010,
respectively.  The Company had income from continuing operations
for the year ended Dec. 31, 2011, of $6.83 million, including a
gain of $12.8 million on the redemption of mandatorily redeemable
preferred stock, and a loss from continuing operations for the
year ended Dec. 31, 2010, of $8.17 million.  The Company had net
income (losses) of $9.37 million and $(9.38 million) for the years
ended Dec. 31, 2011 and 2010, respectively.

The Company's balance sheet at March 31, 2012, showed $2.10
million in total assets, $2.70 million in total liabilities, all
current, and a $604,504 total shareholders' deficiency.




AMSTERDAM LLC: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Amsterdam, LLC
        74 Mather Street
        Wilton, CT 06897

Bankruptcy Case No.: 12-51320

Chapter 11 Petition Date: July 13, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  LAW OFFICES OF ELLERY E. PLOTKIN, LLC
                  777 Summer Street, 2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325-4376
                  E-mail: EPlotkinJD@aol.com

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

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

A copy of the list of seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb12-51320.pdf

The petition was signed by Dominique Rosa, member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Dominique Rosa                         11-52146   10/27/11


API TECHNOLOGIES: S&P Puts 'B+' CCR Rating on Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on U.S.-based API Technologies
Corp. on CreditWatch with negative implications.

"The CreditWatch reflects weaker-than-expected credit metrics
resulting from very poor performance in the company's electronic
manufacturing services segment," said Standard & Poor's credit
analyst Chris Mooney.

In the most recent quarter, API also took a $87 million goodwill
impairment charge and a $11 million restructuring charge, mostly
noncash, for the unit.

In March 2012, Standard & Poor's concluded that the company had
little room at the current rating for further earnings disruptions
following a debt-financed  acquisition and the loss of a key
contract.

Standard & Poor's will assess API's future earnings and cash
generation potential and plan to resolve the CreditWatch in the
coming weeks.

"We likely will lower the rating unless we believe the company
will be able to restore credit metrics to previously expected
levels over the next several quarters," S&P said.


APPLIED ENERGETICS: Posts $1.2 Million Net Loss in Q1 2012
----------------------------------------------------------
Applied Energetics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.19 million on $399,207 of revenue for
the three months ended March 31, 2012, compared with a net loss of
$1.36 million on $2.82 million of revenue for the same period in
2011.

The Company's balance sheet at March 31, 2012, showed
$5.57 million in total assets, $563,422 in total liabilities, and
stockholders' equity of $5.01 million.

BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt
about Applied Energetics, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered recurring losses from operations, has negative cash
flow from operations and may incur additional losses due to the
reduction in Government contract activity.

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

                       http://is.gd/VwERhJ

Tucson, Arizona-based Applied Energetics, Inc., designs, develops
and manufactures solid state Ultra Short Pulse ("USP") lasers for
commercial applications and applied energy systems for military
applications.


AURA SYSTEMS: Posts $3.08 Million Net Loss in May 31 Quarter
------------------------------------------------------------
Aura Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.08 million on $767,568 of revenues for
the three months ended May 31, 2012, compared with a net loss of
$2.03 million on $951,171 of revenues for the three months ended
May 31, 2011.

The Company's balance sheet at May 31, 2012, showed $3.82 million
in total assets, $18.17 million in total liabilities, and a
stockholders' deficit of $14.35 million.

As reported in the TCR on June 1, 2012, Kabani & Company, Inc., in
Los Angeles, Calif., expressed substantial doubt about Aura
Systems' ability to continue as a going concern, following the
Company's results for the fiscal year ended Feb. 29, 2012.  The
independent auditors noted that the Company has historically
incurred substantial losses from operations, and may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next twelve months.

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

                       http://is.gd/opDHub

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sell the AuraGen(R), the Company's patented mobile power
generator that uses the engine of a vehicle to generate power.


AVALON OIL: Bernstein & Pinchuk Raises Going Concern Doubt
----------------------------------------------------------
Avalon Oil & Gas, Inc., filed on July 13, 2012, its annual report
on Form 10-K for the fiscal year ended March 31, 2012.

Bernstein & Pinchuk LLP, in New York, N.Y., expressed substantial
doubt about Avalon'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 reported a net loss of $737,154 on $253,882 of oil and
gas sales for fiscal 2012, compared with a net loss of
$1.32 million on $187,913 of oil and gas sales for fiscal 2011.

The Company's balance sheet at March 31, 2012, showed
$2.62 million in total assets, $2.03 million in total liabilities,
and stockholders' equity of $587,993.

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

                       http://is.gd/V46pl1

Minneapolis, Minn.-based Avalon Oil & Gas, Inc.'s strategy is to
acquire oil and gas producing properties that have proven reserves
and established in-field drilling locations with a combination of
cash, debt, and equity.  In addition, Avalon's technology group
acquires oil production enhancing technologies.  Through its
strategic partnership with Innovaro Corporation, (ASE: INV) a
transfer technology company, Avalon is building an asset portfolio
of innovative technologies in the oil and gas industry to maximize
enhancement opportunities at its various oil and gas properties.




AVENTINE RENEWABLE: Amends Wells Fargo Credit Agreement
-------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., and each of its
subsidiaries, as co-borrowers, entered into a second amendment to
the Credit Agreement dated July 20, 2011, with Wells Fargo Capital
Finance, LLC, as lender and as agent for the lenders.

Pursuant to the terms of the Second Amendment, the Borrowers will
be required to deposit cash into a blocked account held with Wells
Fargo if the Borrowers fail to satisfy the financial covenant
under the Credit Agreement to maintain minimum excess availability
at least $7.5 million under the Credit Agreement.  Any such cash
deposit will be equal to 103% of the minimum amount of excess
availability required under the Credit Agreement minus the amount
of excess availability reported by the Borrowers in the most
recent borrowing base certificate.  The deposit of the Shortfall
Amount into the Blocked Account will be deemed to satisfy the
Excess Availability Requirement and to cure any default or event
of default which would have otherwise been caused by the failure
to maintain the Excess Availability Requirement.  The amounts to
be deposited are required to be funded from the proceeds of sale
of inventory of the Borrowers.

The Borrowers were required to deposit approximately $1.9 million
into the Blocked Account to cure the event of default resulting
from the failure to maintain the Excess Availability Requirement
for the week period ending June 8, 2012.  Aventine agreed to allow
Wells Fargo to deposit cash from a lock box account held with
Wells Fargo into the Blocked Account to satisfy this requirement.
Pursuant to the terms of the Second Amendment, Wells Fargo and the
lenders under the Credit Agreement acknowledged and agreed that
this event of default had been cured as though for the week period
ending June 8, 2012, the Borrowers had maintained the Excess
Availability Requirement.

Further, under the terms of the Second Amendment, on July 27,
2012, the Borrowers are required to deposit into the Blocked
Account cash collateral equal to the outstanding principal amount
of existing loans plus 103% of the undrawn amount of all
outstanding letters of credit as of such date.  As a condition
precedent to any future loans, the Borrowers will be required to
cash collateralize the outstanding principal amount of all loans
(including the requested loans) and 103% of the undrawn amount of
all outstanding letters of credit, prior to the making of such
loans.  As of July 6, 2012 the Borrowers had no outstanding loans
and approximately $9.15 million undrawn letters of credit issued
under the Credit Agreement.  The Second Amendment also provides
that from time to time, Wells Fargo may transfer funds from the
Lock Box Account in an amount not to exceed the principal amount
of all outstanding loans plus 103% of the undrawn amount of all
outstanding letters of credit as of the applicable date of
determination.

Funds deposited in the Blocked Account, including amounts funded
due to a Shortfall Amount, may increase the borrowing base under
the Credit Agreement by up to $7.5 million.

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

                       http://is.gd/PFbjGb

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and
distributes ethanol to many of the leading energy companies in the
U.S.  In addition to producing ethanol, its facilities also
produce several by-products, such as distillers grain, corn gluten
meal and feed, corn germ and grain distillers dried yeast, which
generate revenue and allow the Company to help offset a
significant portion of its corn costs.

The Company and all of its direct and indirect subsidiaries
filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case
No. 09-11214).  The Debtors filed their First Amended Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code on
Jan. 13, 201.  The Plan was confirmed by order entered by the
Bankruptcy Court on Feb. 24, 2010, and became effective on
March 15, 2010.

                           *     *     *

Aventine carries 'CCC+' issuer credit ratings, with negative
outlook, from Standard & Poor's.  Aventine carries a 'Caa1'
probability of default rating, with stable outlook, from Moody's.

In December 2011, when S&P issued the downgrade, it said, "The
downgrade reflects problems the company has encountered in
attempting to start its new facilities, and the risk of additional
delays and cost overruns.  It also reflects the commodity basis
differentials its operating plants have experienced in 2011 that
have compressed margins, especially in the second quarter of 2011
when index-based crush spreads were weak. Although performance
has improved slightly since then, we believe liquidity may come
under stress and that covenant violations are possible in 2012
unless operations and realized margins improve."


The Company reported a net loss of $43.39 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.46 million
for the ten months ended Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed $384.90
million in total assets, $248.91 million in total liabilities and
$135.98 million in total stockholders' equity.


BEAZER HOMES: Intends to Offer $275 Million Senior Secured Notes
----------------------------------------------------------------
Beazer Homes USA, Inc., is proposing to issue $275 million
aggregate principal amount of Senior Secured Notes due 2018 in a
private offering that is exempt from the registration requirements
of the Securities Act of 1933.

The Company intends to offer the Notes within the United States to
qualified institutional buyers in accordance with Rule 144A and
outside the United States in accordance with Regulation S under
the Securities Act.  The Company intends to use the net proceeds
from the offering to fund or replenish cash that is expected to be
used to fund the redemption of its 12% senior secured notes due
2017.

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion
in total assets, $1.67 billion in total liabilities, and
$200.38 million in total stockholders' equity.

                            *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'CCC' issuer default rating from Fitch Ratings.

Fitch said in September 2011 that the downgrade from 'B-' to 'CCC'
reflects Fitch's belief new housing activity will remain weak
through at least 2012 and the company's liquidity position is
likely to erode in the next 18 months.  In July 2012, Fitch said
that while it expects better prospects for the housing industry
this year, there are still significant challenges facing the
housing market, which are likely to meaningfully moderate the
early stages of this recovery.

Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's
expectation that Beazer's operating and financial performance,
while improving, will remain weak through fiscal 2013.
Moody's expects that Beazer's cash flow generation will continue
to be weak in fiscal 2012 and 2013.

"Our current rating outlook on Beazer is negative. We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said in July 2012.


BEAZER HOMES: Prices $300 Million Senior Secured Notes Offering
---------------------------------------------------------------
Beazer Homes USA, Inc., priced its offering of $300 million
aggregate principal amount of 6.625% Senior Secured Notes due 2018
at par.  This represents an increase of $25 million over the
aggregate principal amount previously announced. The Notes are
being offered in a private offering that is exempt from the
registration requirements of the Securities Act of 1933.

The Company intends to use the net proceeds from the offering to
fund or replenish cash that is expected to be used to fund the
redemption of its 12% senior secured notes due 2017 and for
general corporate purposes.

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion
in total assets, $1.67 billion in total liabilities, and
$200.38 million in total stockholders' equity.

                            *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'CCC' issuer default rating from Fitch Ratings.

Fitch said in September 2011 that the downgrade from 'B-' to 'CCC'
reflects Fitch's belief new housing activity will remain weak
through at least 2012 and the company's liquidity position is
likely to erode in the next 18 months.  In July 2012, Fitch said
that while it expects better prospects for the housing industry
this year, there are still significant challenges facing the
housing market, which are likely to meaningfully moderate the
early stages of this recovery.

Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's
expectation that Beazer's operating and financial performance,
while improving, will remain weak through fiscal 2013.
Moody's expects that Beazer's cash flow generation will continue
to be weak in fiscal 2012 and 2013.

"Our current rating outlook on Beazer is negative. We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said in July 2012.


BEAZER HOMES: Offering 4 Million Tangible Equity Units
------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission a free writing prospectus relating to the
offering of 4 million 7.50% tangible equity units (4,600,000 if
the underwriters fully exercise their option to purchase
additional tangible equity units to cover over-allotments, if
any).  Assuming no exercise of the underwriters' over-allotment
option with respect to the tangible equity units offering, the
Company estimates that the net proceeds of the tangible equity
units offering, after deducting the underwriting discount and
estimated expenses, will be approximately $96.5 million, although
there can be no assurance that the tangible equity units offering
will be completed.  Each Unit has a stated amount of $25.

The joint book-running managers are Credit Suisse Securities (USA)
LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc. and UBS
Securities LLC.  KKR Capital Markets LLC and Moelis & Company LLC
serve as co-managers of the offering.

The Company intends to apply to list the Units on the New York
Stock Exchange under the symbol "BZT," and, if approved, the
Company expects trading on the New York Stock Exchange to begin
within 30 days after the Units are first issued.

A copy of the FWP is available for free at:

                        http://is.gd/QBCZjR

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion
in total assets, $1.67 billion in total liabilities, and
$200.38 million in total stockholders' equity.

                            *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'CCC' issuer default rating from Fitch Ratings.

Fitch said in September 2011 that the downgrade from 'B-' to 'CCC'
reflects Fitch's belief new housing activity will remain weak
through at least 2012 and the company's liquidity position is
likely to erode in the next 18 months.  In July 2012, Fitch said
that while it expects better prospects for the housing industry
this year, there are still significant challenges facing the
housing market, which are likely to meaningfully moderate the
early stages of this recovery.

Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's
expectation that Beazer's operating and financial performance,
while improving, will remain weak through fiscal 2013.
Moody's expects that Beazer's cash flow generation will continue
to be weak in fiscal 2012 and 2013.

"Our current rating outlook on Beazer is negative. We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said in July 2012.


BEHRINGER HARVARD: Unit to Sell Building to Carter for $20-Mil.
---------------------------------------------------------------
Behringer Harvard 1221 Coit LP, a 90% owned subsidiary of
Behringer Harvard Short-Term Opportunity Fund I LP, entered into a
contract for the sale of a two-story office building containing
approximately 125,030 rentable square feet located on
approximately 7.3 acres of land in Plano, Texas, to Carter Validas
Properties, LLC, an unaffiliated third party.

The contract sales price for the Coit Property is $20 million.
The purchaser made an earnest money deposit of $0.5 million as
required by the contract, which is refundable until July 25, 2012.

The consummation of the sale of the Coit Property is subject to
substantial conditions and will generally depend upon:

     -- the satisfaction of the conditions to the sale contained
        in the relevant contracts;

     -- no material adverse change occurring relating to the
        property, the tenants or in the local economic conditions;
        and

     -- the purchaser's receipt of satisfactory due diligence
        information, including appraisals, environmental reports,
        title searches and lease information.

In addition, on July 5, 2012, the Company entered into the Note
Modification Agreement and Assignment of Proceeds with Behringer
Harvard Holdings, LLC.  The Agreement extends the maturity date of
the Fifth Amended and Restated Unsecured Promissory Note with BHH
from March 29, 2014, to May 31, 2014.  The balance under the Note
was approximately $11.1 million at July 5, 2012.  In order to
secure payment of the Note, the Company assigned proceeds from the
sale of the Coit Property, 250/290 John Carpenter Freeway and the
back-end promoted interest in distributable cash related to the
Landmark I, Landmark II and 5050 Quorum properties which were sold
in 2011.  All assigned proceeds will be applied to the payment of
the Note.

                      About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.

For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas,
Texas, noted that the uncertainty surrounding the ultimate outcome
of settling unpaid debt and its effect on the Partnership, as well
as the Partnership's operating losses at its subsidiaries, raise
substantial doubt about its ability to continue as a going
concern.  The Partnership is facing a significant amount of debt
maturities in the near future and debt which has matured but
remains unpaid, which is recourse to the Partnership.

Behringer reported a net loss of $50.15 million in 2011, a net
loss of $18.71 million in 2010, and a net loss of $15.47 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $112.45
million in total assets, $135.77 million in total liabilities and
a $23.32 million total deficit.

                         Bankruptcy Warning

Of Behringer's $122.8 million in notes payable at March 31, 2012,
$51.3 million has matured and is subsequently in default and an
additional $50.8 million is scheduled to mature in the next twelve
months.  As of March 31, 2012, of the Company's $122.8 million in
notes payable, $110.4 million was secured by properties and $99.9
million was recourse to the Company.  The Company continues to
have negotiations and discussions with lenders to modify or
restructure loans, outcomes of which may include a sale to a third
party or returning the property to the lender.  The Company may
also consider putting certain of its subsidiaries into bankruptcy
in order to protect the Company's interest in the property.


SAN BERNARDINO COUNTY: Continues to Consider Eminent Domain
-----------------------------------------------------------
According to Lowenstein Sandler's Scott Walker, representatives
from California's San Bernardino County (the largest county by
area in the contiguous United States) and its two largest cities -
- Ontario and Fontana -- are considering a plan to use eminent
domain to allow homeowners to keep their homes.  Under the plan,
proposed by San Francisco's Mortgage Resolution Partners and
called a Homeownership Protection Program, the municipalities
would purchase underwater mortgages from investors and reduce the
loan principal to match the property's current value.  The
municipalities would then resell the reduced mortgages to new
investors.  According to a county spokesperson, the plan, which is
currently in "discussion" stage, could help 20,000-30,000
homeowners stay in their homes because they would no longer owe
more money on their mortgages than their homes are worth.  The
initiative is limited to homes on which owners are still current
on their mortgage payments, and would focus on loans that have
already been examined, securitized, and sold to private investors.
The plan would not include loans that are backed by Fannie Mae or
Freddie Mac.  Several banks and financial and business groups
oppose the plan, arguing that the use of eminent domain to seize
mortgages could raise constitutional issues and possibly raise
lending costs in cities that adopt the plan. Eminent domain, which
has its roots in the Fifth Amendment to the U.S. Constitution, is
the power of the state to seize private property without the
owner's consent, provided that the state compensates the owner
fairly and needs the property for public use or public benefit.
Historically, the most common uses of property taken by eminent
domain are public facilities, highways, and railroads.  The San
Bernardino plan appears to be the first attempt in the nation to
use eminent domain to seize mortgages. Read Mortgage Resolution
Partners' Homeownership Protection Program here.

County officials continue to explore the use of eminent domain
even though the city of San Bernardino voted on July 10 to file
for bankruptcy within approximately 30 days.  "The City of San
Bernardino bankruptcy issue would have no impact on the JPA
(Homeownership Protection Program Joint Powers Authority),
primarily because the City is not a member of the JPA.  The JPA's
only members at this point are the County of San Bernardino and
the cities of Fontana and Ontario," county spokesman David Wert
said in an email to American Banker.  "But even if the City of San
Bernardino were to join the JPA, the bankruptcy issue wouldn't
come into play because no public funds would be involved in any of
the proposals to be considered by the JPA."

Scott Walker is counsel in the Litigation Department at Lowenstein
Sandler and is a member of the firm's Capital Markets Litigation
and Antitrust Practice Group.  He currently chairs the Structured
Finance Litigation subcommittee of the American Bar Association's
Business Law Section.  He has litigated a broad array of complex
commercial cases, with particular emphasis on matters involving
structured financial products, including collateralized debt
obligations (CDOs) and credit default swaps (CDSs), and
residential mortgage backed securities (RMBS)


BONAVENTURE FAMILY: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bonaventure Family Skating Center
        24505 Halsted Road
        Farmington Hills, MI 48335

Bankruptcy Case No.: 12-32938

Chapter 11 Petition Date: July 13, 2012

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

Judge: Daniel S. Opperman

Debtor's Counsel: Charles G. Hodgson, Esq.
                  THE LAW OFFICES OF CHARLES G. HODGSON
                  8163 Grand River Road, Suite 100
                  Brighton, MI 48114
                  Tel: (810) 225-4377
                  Fax: (810) 225-2892
                  E-mail: carterlaw@comcast.net

Scheduled Assets: $19,351

Scheduled Liabilities: $1,247,125

A copy of the Debtor's list of its nine largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mieb12-32938.pdf

The petition was signed by David Jackson, vice president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
JDK Holdings LLC                       12-30683   02/20/12
JFJ Enterprises LLC                    12-30690   02/20/12
JJJ Holding LLC                        12-30682   02/20/12
JT Enterprises LLC                     12-30691   02/20/12
Rollerama II, Inc.                     12-32939   07/13/12
Skatarama, Inc.                        12-32940   07/13/12
Skatin Station II, Inc.                12-32941   07/13/12


BOOZ ALLEN: S&P Assigns 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on McLean, Va.-based Booz Allen Hamilton Inc. on
CreditWatch with negative implications due to its potential
special dividend of up to $1 billion.

"We have not placed the company's existing senior secured credit
facilities on CreditWatch as we expect the amount outstanding on
the existing credit facilities to be fully repaid with proceeds
from the proposed new senior secured terms loans. Booz Allen
announced that it is exploring, subject to continuing review and
approval by its Board of Directors, the possibility of an up to $1
billion special cash dividend, which would be largely debt
financed. As a result, pro forma leverage could rise to as much as
about 4.0x, from 2.6x in March 2012," S&P said.

Booz Allen announced in an 8-K filed that its management is
contemplating new senior secured credit facilities, which would
include up to $1.75 billion of term loans and a $500 million
revolver credit facility.

The company intends to use the proceeds from the new term loans,
along with about $260 million of cash on hand, to pay up to a
possible $1 billion special dividend and also for the refinancing
of approximately $959 million of existing debt under its senior
secured credit facilities. The special dividend of up to $1
billion is in addition to the approximately $200 million special
cash dividend to be paid on June 29, 2012.

Booz Allen had cash balances of about $484 million at March 31,
2012 and good free operating cash flows, approximately $283
million for the 12 months ended March 31, 2012. Adjusted debt to
EBITDA was 2.6x at March 31, 2012.

Booz Allen is a provider of technology and management consulting
services to the U.S. government in the defense, intelligence, and
civil markets and has annual revenue of $5.9 billion in the 12
months ended March 31, 2012.

"We will monitor the progress of the company's review of the
special dividend  of up to $1 billion," said Standard & Poor's
credit analyst David Tsui, "and if Booz Allen issues new debt of
$1.75 billion, we would expect to lower the corporate credit
rating to 'BB' from 'BB+' as leverage would rise to about 4x at
close." The outlook is likely to be stable, given our expectations
of the company's continued stable free cash flow generation
despite a challenging, low-growth environment in its core markets
over the near term.  However, if the company decides to pay a
special dividend that is substantially below the $1 billion level,
we would have to consider what effect it would have on Booz
Allen's financial risk profile.


BRIGHTSTAR: Tech Data Buyout No Impact on Moody's 'Ba3' CFR
-----------------------------------------------------------
Moody's Investors Service said Tech Data's Baa3 senior unsecured
rating and Brightstar's Ba3 corporate family rating are not
affected by the recent announcement that Tech Data has agreed to
buy out Brightstar's 50% ownership interest in Brightstar Europe
Limited for $165.6 million in cash.

The principal methodology used in this rating was Global
Distribution & Supply Chain Services Methodology published in
November 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Brightstar Corp., based in Miami, Florida, is a leading global
distributor of wireless handsets, smartphones, tablets and their
related accessories serving major technology original equipment
manufacturers (OEMs), network operators and retailers.

Tech Data Corporation, headquartered in Clearwater, Florida,
distributes technology products to value-added resellers, direct
marketers, retailers and corporate resellers. The company focuses
on the small-to-medium sized business (SMB) segment, a market
which the large OEMs and software publishers find inefficient to
use direct sales.


BROADCAST INTERNATIONAL: Files Amendment No. 3 to Form S-1
----------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 3 to the Form S-1 relating to
the resale of up to 46,470,000 shares of the Company's common
stock owned by Gem Asset Management LC, Kingsbrook Opportunities
Master Fund LP, John & Lois Teerling, et al.,, including up to
18,270,000 shares of the Company's common stock upon exercise of
certain warrants held by the selling shareholders.

The Company will not receive any proceeds from the sale of the
common stock.  All proceeds from the sale of the common stock will
be paid to the selling shareholders.  The Company may, however,
receive proceeds from the exercise of the outstanding warrants.
If all of the warrants covered by this prospectus are exercised in
full, the Company will issue an aggregate of 18,270,000 shares of
common stock, and the Company may receive aggregate proceeds of
$6,394,500.

The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol "BCST."  On July 6, 2012, the closing sale
price of the Company's common stock was $.18 per share.

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

                       http://is.gd/nDqMLZ

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$4.52 million in total assets, $11.22 million in total
liabilities, and a $6.69 million total stockholders' deficit.


CAGLE'S INC: Plan Filing Exclusivity Extended Until Aug. 14
-----------------------------------------------------------
Cagle's Inc. and Cagle's Farms, Inc., sought and obtained an
extension of the exclusive periods to propose and obtain
acceptances of a Chapter 11 plan until Aug. 14, 2012, and Oct. 13,
2012, respectively.

Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages
in the production, marketing, and distribution of fresh and frozen
poultry products in the United States.

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Kurtzman Carson LLC serves as
their claims, noticing, and balloting agent.

In its schedules, Cagle's Inc. disclosed $82.0 million in assets
and $55.3 million in liabilities as of the Petition Date.

The Official Committee of Unsecured Creditors is represented by
McKenna Long & Aldridge LLP and Lowenstein Sandler as counsel.
J.H. Cohn LLP serves as its financial advisors.

In May 2012, the bankruptcy court approved the sale of the
business for not less than $69.5 million to an affiliate of Koch
Foods Inc., a chicken processor based in Park Ridge, Illinois.


CAMP INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to CAMP International Holding Co. (f/k/a WP CAMP
Holding Co.). The outlook is stable.

"We also assigned a 'B' issue rating with a recovery rating of '3'
to the company's $30 million senior secured revolving credit
facility and $25 million add-on to the $230 million (now $255
million) first-lien term loan. In addition, we assigned a 'CCC+'
issue rating with a '6' recovery rating to the company's $115
million senior secured second-lien term loan. The '3' recovery
rating indicates expectations for meaningful (50% to 70%) recovery
of principal in the event of default and the '6' recovery rating
indicates expectations for negligible (0% to 10%) recovery," S&P
said.

The ratings on CAMP reflect the company's "weak" business profile,
characterized by its narrow addressable market and its "highly
leveraged" financial profile.

The company's leading market position, strong operating margins,
and strong relationships with original equipment manufacturers
(OEMs) partly offset these factors.

"Our base-case rating assumptions include mid-single-digit revenue
growth that mainly results from annual price increases and cross-
selling of products, with modest additional growth related to an
increase in newly built aircraft sold," said Standard & Poor's
credit analyst Katarzyna Nolan.

"We also assume EBITDA margins are likely to remain in the high-
50% area, with modest longer term improvement from product
scalability. We also expect a modest decrease in leverage over the
next two to three years from the mid-7x area on a pro forma basis,
resulting from EBITDA growth and debt reduction," S&P said.

The outlook is stable, reflecting our view that the company's
recurring and predictable revenue base should result in moderate
free cash flow generation.

"We could lower the rating if the company's revenue and EBITDA
decline due to a loss of a major OEM contract or cyclical end-
market dynamics and as a result, leverage increases to the high-7x
area on a sustained basis. An upgrade is unlikely over the next
year, since the company's large debt burden is likely to prevent
it from achieving a material improvement in credit metrics over
this period," S&P said.


CAPITOL BANCORP: To Issue 5MM Shares Under 2011 Incentive Plan
--------------------------------------------------------------
Capitol Bancorp Ltd. filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 5 million shares of common stock
issuable under the Company's 2011 Equity Incentive Plan.  The
proposed maximum aggregate offering price is $625,000.  A copy of
the Form S-8 is available for free at http://is.gd/Apinoy

                  About Capitol Bancorp Limited

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

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.
Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

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

The Company reported a net loss of $8.93 million on $22.99 million
of total interest income for the three months ended March 31,
2012.  The Company reported a net loss of $51.92 million in 2011,
a net loss of $254.36 million in 2010, and a net loss of $264.54
million in 2009. The Company reported a net loss of $8.93 million
on $22.99 million of total interest income for the three months
ended March 31, 2012.

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

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

   * An equity deficit approximating $121.3 million;

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

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

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

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

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

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

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

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


CIRCLE STAR: Closes Acquisition of 14,000 Acres in Kansas
---------------------------------------------------------
Circle Star Energy Corp. announced two transactions resulting in
the acquisition of leases totaling 12,500 and 1,500 acres in
Sheridan and Trego Counties, Kansas, respectively.

The acquired leasehold interests include 100% working interest and
an average net revenue interest of approximately 80%.
Additionally, the transactions include approximately 6.5 square
miles of processed 3D seismic.

The consideration for the acquisitions includes a combination of
cash and common shares of the Company for a total consideration of
less than $130 per acre.

Jeff Johnson, CEO of Circle Star Energy, comments, "The
acquisition of this leasehold acreage in Northwest Kansas is
another step toward developing a meaningful position in a
potential world-class oil play, which is still in the early stage
of its life-cycle."  Johnson continues, "Over the past few months,
we have seen several larger oil companies take acreage positions
in and around our focus area.  We look forward to drilling and
developing these assets later this year, with the goal of
providing short-term production growth and long term shareholder
value."

The common shares issued in connection with the acquisitions have
not been and will not be registered under the United States
Securities Act of 1933, as amended or any state securities laws.

                        About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas.  The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company's balance sheet at Jan. 31, 2012, showed $3.91 million
in total assets, $6.75 million in total liabilities and a $2.84
million total stockholders' deficit.

The Company said in its quarterly report for the period ended
Jan. 31, 2012, that there is substantial doubt about its ability
to continue as a going concern.  The continuation of the Company
as a going concern is dependent upon continued financial support
from the Company's shareholders, the ability of the Company to
obtain necessary financing to continue operations, and the
attainment of profitable operations.  The Company can give no
assurance that future financing will be available to it on
acceptable terms if at all or that it will attain profitability.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


CIRCUS AND ELDORADO: Committee Can Hire LSC as Nevada Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Circus and Eldorado Joint Venture, et al., to retain
Lionel Sawyer & Collins as Nevada reorganization counsel, nunc pro
tunc to June 5, 2012.

As reported in the Troubled Company Reporter on June 20, 2012,
with respect to representing the Committee, LSC will work with
reorganization counsel Stutman Treister & Glatt to, among other
things, assist the Committee in protecting and preserving the
interests of the unsecured creditors of the Debtors as a class.
LSC and Stutman will make every effort to avoid duplication of
services.

LSC will be paid at these hourly rates:

           Principals             $325 to $650
           Of Counsels            $350 to $600
           Associates             $185 to $355
           Paralegals             $160 to $200

Attorneys expected to be most active in the Chapter 11 cases:

           Jennifer A. Smith         $475
           Courtney Miller O'Mara    $265
           John D. Tennert           $210

Jennifer A. Smith, Esq., a partner at LSC, attests to the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.
As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.


CIRCUS AND ELDORADO: Evercore Group Approved as Investment Banker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Circus and Eldorado Joint Venture, et al., to employ Evercore
Group LLC as investment banker.

As reported in the Troubled Company Reporter on May 29, 2012,
since August last year, Evercore has worked closely with the
Debtors' management, creditors and other professionals and
advisors in exploring various strategic, financial and
restructuring alternatives and otherwise assisting the Debtors in
preparing for the bankruptcy filing.  The Debtors will look to
Evercore for assistance in developing a restructuring plan and in
negotiating with various stakeholders regarding the Plan.

Evercore has received $782,000 from the Debtors since August.  As
of the petition date, the firm held $8,600 on account of an
expense retainer.

The Debtors propose to pay the firm:

     -- a $75,000 monthly fee;
     -- a $1 million fee upon consummation of any restructuring;
     -- a fee payable upon consummation of financing from non-
        affiliate third parties as a percentage of new financing
        gross proceeds:

                                          Percentage From New
           Financing                   Financing Gross Proceeds
           ---------                   ------------------------
           Any indebtedness                      1.0%
           Equity or equity-linked
             Securities/obligations              5.0%

Stephen Hannan, senior managing director of Evercore, attests the
firm (a) is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, (b) does not hold or represent an
interest adverse to the Debtors' estates, and (c) has no
connection to the Debtors, their creditors, or their related
parties.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.
As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.


CIRCUS AND ELDORADO: FTI Consulting Approved as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Circus and Eldorado Joint Venture, et al., to employ FTI
Consulting, Inc., as financial advisors.

As reported in the Troubled Company Reporter on May 29, 2012, the
Debtors said FTI is already heavily involved in many of the
Debtors' critical financial activities, including, but not limited
to, preparation of the Debtors' statements of financial affairs,
schedules of assets and liabilities, and valuation analysis.

On Feb. 1, 2012, the Debtors provided FTI with advance payment of
$100,000 to establish a retainer to pay for FTI's services
rendered or to be rendered in connection with the Debtors'
restructuring efforts.  On May 15, the Debtors provided an
additional payment of $150,000.  FTI held $155,285 of the initial
cash on account as of the petition date.  According to the firm's
books and records, prior to the petition date, FTI received
payments from the Debtors of $682,000.

The Debtors proposed to pay FTI at these standard hourly rates:

     Senior managing directors             $780 - $895
     Directors/Managing directors          $560 - $745
     Consultants/Senior consultants        $280 - $530
     Administrative/Paraprofessionals      $115 - $230

The firm will also be reimbursed for necessary expenses.  The
Debtors will also provide indemnification.

FTI managing director Walton L. Brown attests the firm (a) is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code, (b) does not hold or represent an interest
adverse to the Debtors' estates, and (c) has no connection to the
Debtors, their creditors, or their related parties.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.
As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.


CIRCUS AND ELDORADO: Milbank Tweed Approved as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Circus and Eldorado Joint Venture, et al., to employ Milbank,
Tweed, Hadley & McCloy LLP as counsel.

As reported in the Troubled Company Reporter on June 8, 2012,
according to Milbank's books and record, prior to the Petition
Date, Milbank received payments from the Debtors of $2.26 million
in 12 months prior to the Petition Date, including $400,000 in
advance payment to a retainer to pay legal services rendered or to
be rendered in connection with the Debtor' restructuring efforts.
Subject to a final accounting, Milbank held a retainer of
approximately $407,000 as of the Petition Date.

The hourly rates of Milbank's personnel are:

         Partners                        $825 to $1,140
         Counsel                         $795 to $995
         Associates/Senior attorneys     $295 to $750
         Legal Assistants                $130 to $290

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

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.
As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.


CKE RESTAURANTS: Moody's Affirms 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service changed the ratings outlook on CKE
Restaurants, Inc. to stable from negative and affirmed its B2
corporate family and probability of default ratings, as well as
all other instrument ratings as shown below.

Moody's affirmed the following ratings for CKE Restaurants, Inc.
(LGD Assessments revised):

-- Corporate Family Rating at B2;

-- Probability of Default Rating at B2;

-- $100 million 1st lien senior secured revolver due 2015
    affirmed at Ba2 (LGD1, 3%) from (LGD1, 2%);

-- $532 million 2nd lien senior secured notes due 2018 affirmed
    at B2 (LGD3, 44%);

-- Speculative Grade Liquidity Rating affirmed at SGL-2.

Moody's affirmed the following ratings for CKE's parent company,
CKE Inc. (LGD Assessment revised):

-- $223 million senior unsecured PIK Toggle Notes due 2016 at
    Caa1 (LGD5, 89%) from (LGD6, 91%).

Ratings Rationale

The change in outlook to stable reflects CKE's continued
profitable growth led by sustained positive same-store sales at it
two concepts, Carl's Jr. and Hardee's, its improved financial
leverage and continued good liquidity. The company's consolidated
lease-adjusted debt/EBITDA declined below 6.0 times at the end of
May 2012 from over 6.5 at the same time last year, with additional
improvement expected following the planned redemption of $60
million aggregate principal amount of its outstanding 11.375%
Senior Secured Second Lien Notes due 2018 set to occur on July 16,
2012.

CKE's B2 corporate family rating reflects the company's high debt
load and weak credit metrics that stem mainly from the 2010
acquisition of the company by Apollo Management, as well as the
subsequent debt-financed dividend using proceeds from the CKE Inc.
Pay-in-Kind ("PIK") notes. The rating also reflects concern that
continued high unemployment within its target demographic ("young,
hungry guys"), ongoing intense competition and rising costs of
commodities such as beef, could temper additional improvement over
the near term. The rating is supported by CKE's reasonable scale,
multiple concepts which add diversity, and diversified day part
which boosts returns on invested capital. The company's liquidity
is good, supported by the expectation that positive free cash
flow, cash balances and excess revolver availability will be more
than sufficient to cover all cash flow needs over the next twelve
months.

Factors that could result in an upgrade include sustained positive
same-store sales growth and moderating debt levels resulting in
leverage of about 4.5 times and EBITA coverage of interest
approaching 2.0 times.

Factors that could result in a downgrade include a material
decline in operating performance and debt protection measures due
to negative same-store sales or higher input costs, or a
deterioration in liquidity. Specific metrics include debt to
EBITDA rising above 6.5 times or EBITA coverage of cash interest
falling below 1.0 time.

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

CKE Restaurants, Inc. owns, operates, and franchises 3,263 quick-
service restaurants (QSRs) under the brand names Carl's Jr. and
Hardee's. Revenue for the latest twelve month period ended May 21,
2012 was approximately $1.3 billion.


CLARE AT WATER: Reorganization Plan Declared Effective
------------------------------------------------------
The Clare at Water Tower notified the U.S. Bankruptcy Court for
the Northern District of Illinois that the Effective Date of its
Fifth Amended Plan of Reorganization occurred on July 2, 2012, and
the Plan was substantially consummated.

The U.S. Bankruptcy Judge in Chicago approved the reorganization
plan of the Debtor on April 27.  Under the Plan, Chicago Senior
Care LLC will acquire The Clare at Water Tower, an upscale 334-
unit high- rise continuing-care retirement community in Chicago.

Bill Rochelle, the bankruptcy Columnist for Bloomberg News,
reported that Chicago Senior Care had contracted before an auction
to buy the facility for $29.5 million cash.  The buyer is a
venture among Senior Care Development LLC, Fundamental Advisors
LP, and Life Care Companies LLC.  Assuming the facility were sold
at the original price, the disclosure statement told holders of
$232.8 million in secured bonds that they should recover 15%.
Current and former residents are being offered a modified program
for repaying their deposits when they leave the facility.  The
disclosure statement says that the existing refund policy is above
the market and inhibited sale of the project unless modified.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor.  Deloitte Financial Advisory Services LLP
serves as restructuring advisor.  Epiq Bankruptcy Solutions serves
as claims and noticing agent.  The Debtor, in its amended
schedules, disclosed $56.8 million in assets and $321.7 million in
liabilities.  The petition was signed by Judy Amiano, president.

The Official Committee of Unsecured Creditors proposed to retain
SNR Denton US LLP as counsel.  The Committee also tapped FTI
Consulting, Inc., as its financial advisor.


COLBRAN LLC: Dedham Bank Fails in Bid to Dismiss Chapter 11 Case
----------------------------------------------------------------
Dedham Institution for Savings failed to convince a bankruptcy
judge to dismiss Colbran, LLC's chapter 11 case on the grounds
that it was not filed in good faith and that the bankruptcy court
lacks jurisdiction to modify a debt to the Bank for which the Bank
alleges Colbran is not liable.  The Court held it has jurisdiction
over the Debtor's property and the debt to the Bank which is
secured by the Property.  A copy of the Court's July 10, 2012
Memorandum of Decision and Order is available at
http://is.gd/nd0fYIfrom Leagle.com.

Counsel for Dedham Institution for Savings is:

          Law Offices of Whitton Norris, LLP
          339 Washington St 202
          Dedham, MA 02026
          Tel: (781) 326-8847

Colbran, LLC, which owns property at 9 Rosenfeld Drive, Hopedale,
Massachusetts, filed for Chapter 11 bankruptcy (Bankr. D. Mass.
Case No. 12-40727) on Feb. 29, 2012.  Judge Melvin S. Hoffman
presides over the case.  Patrick J. Martin, Esq., and Herbert
Weinberg, Esq., at Rosenberg & Weinberg, serve as the Debtor's
counsel.  The Debtor estimated under $50,000 in assets and under
$10 million in debts.  The petition was signed by Michael E.
Walsh, sole member.


COLORADO-FAYETTE MEDICAL: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Colorado-Fayette Medical Center
        dba Flatonia Community Clinic
            Schulenburg Community Clinic
            CFMC Home Health
        400 Youens Drive
        Weimar, TX 78962-3680

Bankruptcy Case No.: 12-11575

Chapter 11 Petition Date: July 10, 2012

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

Judge: H. Christopher Mott

Debtor's Counsel: Lynn H. Butler, Esq.
                  BROWN, MCCARROLL, LLP
                  111 Congress Avenue, Suite 1400
                  Austin, TX 78701
                  Tel: (512) 472-5456
                  Fax: (512) 479-1101
                  E-mail: lbutler@brownmccarroll.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txwb12-11575.pdf

The petition was signed by Tommy Brasher, chairperson of the board
of directors.


COMBIMATRIX CORPORATION: Had $2.4-Mil. Net Loss in 1st Quarter
--------------------------------------------------------------
CombiMatrix Corporation filed its annual report on Form 10-Q,
reporting a net loss of $2.37 million on $1.24 million of services
revenues for the three months ended March 31, 2012, compared with
a net loss of $1.95 million on $913,000 of services revenues for
the corresponding period last year.

The Company's balance sheet at March 31, 2012, showed
$7.31 million in total assets, $1.35 million in total liabilities,
and stockholders' equity of $5.96 million.

As reported in the TCR on April 16, 2012, Haskell & White LLP, in
Irvine, Calif., expressed substantial doubt about CombiMatrix
Corporation's ability to continue as a going concern, following
the Companys results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a history of
incurring net losses and net operating cash flow deficits.

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

                       http://is.gd/6AmCz9

Irvine, Calif.-based CombiMatrix Corporation is a molecular
diagnostics company that operates primarily in the field of
genetic analysis and molecular diagnostics through its wholly
owned subsidiary, CombiMatrix Molecular Diagnostics, Inc.  CMDX
operates as a diagnostics reference laboratory, providing DNA-
based clinical diagnostic testing services to physicians,
hospitals, clinics and other laboratories in the areas of pre-and
postnatal development disorders and hematology/oncology genomics.


COOPERATIVE COMMUNICATIONS: Meeting to Form Panel Set on July 25
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 25, 2012, at 1:00 p.m. in
the bankruptcy case of Cooperative Communications, Inc.  The
meeting will be held at:

          United States Trustee's Office
          One Newark Center
          1085 Raymond Blvd.
          21st Floor, Room 2106
          Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


COOPERATIVE COMMUNICATIONS: Case Summary & Creditors List
---------------------------------------------------------
Debtor: Cooperative Communications Inc.
        210 Clay Street, Third Floor
        Lyndhurst, NJ 07071

Bankruptcy Case No.: 12-27319

Chapter 11 Petition Date: July 10, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Ilana Volkov, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000
                  Fax: 201-489-1536
                  E-mail: ivolkov@coleschotz.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-27319.pdf

The petition was signed by Louis A. Lombardi, Jr., chief operating
officer.


COYOTE CREEK: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Coyote Creek Ranch, LLC
        4637 N. 24th St.
        Phoenix, AZ 85016

Bankruptcy Case No.: 12-12593

Chapter 11 Petition Date: July 10, 2012

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Debtor's Counsel: Daniel J. Behles, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  P.O. Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  E-mail: dan@behles.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/nmb12-12593.pdf

The petition was signed by William S. Erwin, managing member.


CPI CORP: Lazard Middle Market Tapped to Explore Sale
-----------------------------------------------------
CPI Corp. entered into a Letter Agreement with Lazard Middle
Market LLC under which LMM agreed to provide investment banking
services to the Company in connection with exploring a possible
sale transaction involving the Company.  The Company's appointment
of an investment banker was required under the Second Amendment to
the Company's Credit Agreement effective as of June 6, 2012, with
Bank of America, N.A. and the lenders parties thereto.

                          About CPI Corp

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

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

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

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


CUTTER YACHT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Cutter Yacht Basin, LLC
        1900 Old Eastern Avenue
        Baltimore, MD 21221

Bankruptcy Case No.: 12-22777

Chapter 11 Petition Date: July 10, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Michael G. Rinn, Esq.
                  LAW OFFICES OF MICHAEL G. RINN
                  111 Warren Road, Suite 4
                  Cockeysville, MD 21030-2429
                  Tel: (410) 683-1040
                  Fax: (410) 683-1044
                  E-mail: rinnoffice@rinn-law.com

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

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

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

The petition was signed by Gary E.Rosenberger, managing member.


CYCLONE POWER: Inks Financing Agreement with GEM Global
-------------------------------------------------------
Cyclone Power Technologies, Inc., has signed a financing agreement
with GEM Global Yield Fund Ltd.  The financing is expected to
close in August 2012, and proceeds will be used by Cyclone for
technology development, facility expansion and general working
purposes.

Under the agreement, GGYF will purchase $250,000 in Cyclone's
common stock at a 10% discount to the market price of the shares.
The common stock is being offered in a private placement
transaction in reliance upon an exemption from registration
pursuant to Section 4(2) of the Securities Act of 1933 and Rule
506 of Regulation D.  The shares will be restricted under Rule
144, and there are no registration rights or warrants attached to
the deal.

Christopher Nelson, President of Cyclone, commented, "We're
thrilled to have an investment group as substantial and
accomplished as GGYF take a serious interest in our business and
long term success.  Through this initial investment, the GGYF team
has expressed their confidence in Cyclone's technology and
management team to create growth for our shareholders over the
coming years.  We look forward to a long and mutually profitable
relationship."

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

The Company reported a net loss of $23.70 million in 2011,
compared with a net loss of $2.02 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.09 million
in total assets, $3.67 million in total liabilities, and a
$2.58 million total stockholders' deficit.

In its audit report for the year ended Dec. 31, 2011 results,
Mallah Furman, in Fort Lauderdale, FL, noted that the Company's
dependence on outside financing, lack of sufficient working
capital, and recurring losses raises substantial doubt about its
ability to continue as a going concern.


DAYBREAK OIL: Incurs $294,000 Net Loss in May 31 Quarter
--------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $294,710 on $262,973 of oil and gas sales for the
three months ended May 31, 2012, compared with a net loss of
$154,446 on $380,357 of oil and gas sales for the same period
during the prior year.

The Company's balance sheet at May 31, 2012, showed $3.13 million
in total assets, $4.67 million in total liabilities and a $1.54
million total stockholders' deficit.

"The Company's financial statements for the three months ended
May 31, 2012, have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of
liabilities in the normal course of business.  The Company has
incurred net losses since entering the oil and gas exploration
industry and as of May 31, 2012, has an accumulated deficit of
$24,134,203 and a working capital deficit of $3,481,431 which
raises substantial doubt about the Company's ability to continue
as a going concern," the quarterly report stated.

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

                        http://is.gd/UyWJOn

                        About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

The Company reported a net loss of $1.43 million on $1.31 million
of oil and gas sales for the year ended Feb. 29, 2012, compared
with a net loss of $1.21 million on $1.07 million of oil and gas
sales for the year ended Feb. 28, 2011.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the financial statements for the year ended
Feb. 29, 2012, citing losses from operations and negative
operating cash flows, which raise substantial doubt about the
Company's ability to continue as a going concern.


DELTA PETROLEUM: Creditors Committee Down to Two Members
--------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3 amended the
appointment of the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Delta Petroleum Corp.

The Committee now comprises of:

      1. R.W. Jones Trucking Co.
         Attn: Ryan W. Jones
         P.O. Box 1785
         1388 East 1000 South
         Vernal, UT 84078
         Tel: (435) 789-1231
         Fax: (435) 789-1955

      2. U.S. Bank National Association, as indenture trustee
         Attn: Cindy Woodward
         60 Livingston Avenue
         St. Paul, MN 55107
         Tel: (651) 495-3907
         Fax: (651) 495-8100

The Committee was previously comprised of (i) Paul M. Joeckel;
(ii) R.W. Jones Trucking Co.; and (iii) U.S. Bank National
Association, as indenture trustee.

                       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.

Delta Petroleum has won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.  There's a hearing
to consider confirmation of the Plan on Aug. 15.


DIALOGIC INC: Files Amendment No. 1 to Form S-3
-----------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission amendment no.1 to the Form S-3 relating to the
disposition from time to time of up to 57,971,766 shares of the
Company's common stock, consisting of 18,000,000 shares of common
stock issuable upon the exercise of warrants and 39,971,766 shares
of common stock issuable upon conversion of notes, which are held
by EAS Series C Investments, L.P., Investcorp International Inc.,
GW Invest ApS , et al.

The selling stockholders acquired the warrants and notes from the
Company in connection with the Company's debt restructuring on
March 22, 2012, and a private placement of the Company's
securities on April 11, 2012, respectively.

The Company will not receive any of the proceeds from the sale of
these shares of the Company's common stock by the selling
stockholders.  The Company will, however, receive the net proceeds
of any warrants exercised for cash.

The Company's common stock is listed on The NASDAQ Global Market
under the symbol "DLGC."  The last reported sale price of the
Company's common stock on July 11, 2012, was $0.76 per share.

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

                       http://is.gd/au0Zvq

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$155.66 million in total assets, $185.24 million in total
liabilities, and a $29.58 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


DUTCH GOLD: Inks Pact with RadarNica for Mining Project
-------------------------------------------------------
Dutch Gold Resources, Inc., entered into a Joint Venture Agreement
with RadarNica, SA, to develop the Villa Nueva 1 mines in
Nicaragua controlled by RadarNica.  Under the terms of the
Agreement, the parties will form a joint venture limited liability
company under the laws of Georgia to operate and develop the
Mining Project.  The Company will initially provide $100,000 in
new capital, plus expertise and managerial and technical resources
to bring the Mining Project to active development within 60 days
of the Agreement.  RadarNica will contribute the Mining Project
into the JV and onsite resources and supervision and establish
systems compliant with Nicaraguan regulations.  One percent of the
net proceeds of the Mining Project will be distributed to a yet to
be formed Nicaraguan company to be controlled by a non-affiliated
Nicaraguan national and the remaining 99% of net proceeds will be
distributed equally between the Company and RadarNica until the
Company has contributed $250,000 in capital to the JV.
Thereafter, proceeds will continue to be distributed equally
between the Company and RadarNica.

The Company and RadarNica will each be eligible to contribute
additional capital in the JV in consideration for turn receiving a
larger interest in the JV, to be proscribed in the operating
agreement.  As further consideration, the Company will issue
RadarNica options to purchase 20,000,000 shares of the Company's
common stock, which will have piggy-back registration rights.
After the Company has received either $300,000 in net revenue from
the operation of the Mining Project or 125% of the equipment,
transportation, and development costs of the Mining Project,
RadarNica will have earned 50% ownership interest in the equipment
utilized to operate the Mining Project.  The parties also have a
right of first refusal to match or increase an offer relating to
third party deals within Nicaragua, excluding the Masada and
Jerusalem projects.

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.

The Company's balance sheet at March 31, 2012, showed $2.64
million in total assets, $7.52 million in total liabilities and a
$4.87 million total stockholders' deficit.


DYNEGY INC: Out of NYSE; Trading Now at Over-the-Counter Market
---------------------------------------------------------------
The New York Stock Exchange announced suspension of trading of
Dynegy's common stock.  This announcement was followed by written
notice on July 9, 2012, that the NYSE had determined to suspend
trading in Dynegy's common stock immediately on July 6, 2012.  The
NYSE noted that it reached this decision in view of Dynegy's
filing of a voluntary petition in the United States Bankruptcy
Court for the Southern District of New York, Poughkeepsie Division
seeking relief under Chapter 11 of the United States Bankruptcy
Code.

On April 5, 2012, Dynegy was notified by the NYSE that Dynegy was
not in compliance with the continued listing criteria under
Section 802.01C of the NYSE Listed Company Manual because the
average closing price of Dynegy's common stock was less than $1.00
over a consecutive 30 trading-day period as of the notification
date.

Dynegy does not intend to take any further action to appeal the
NYSE's decision and therefore it is expected that Dynegy's common
stock will be delisted after the completion and approval of the
NYSE's application to the United States Securities and Exchange
Commission.  Dynegy's common stock is currently trading under the
symbol "DYNIQ" in the over-the-counter market.

                           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.

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.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A 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 Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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 financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

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


EDRA BLIXSETH: Court Pares Western Capital Fees to $4,153
---------------------------------------------------------
Western Capital Partners may only seek payment of $4,153 in
attorney's fees and reimbursement for $250 in costs from the
bankruptcy estate of Edra D. Blixseth after the bankruptcy court
in Butte, Montana, rejected most of the $22,444 requested by
Western.

Western Capital originally sought $27,291 in fees, but reduced the
amount to $22,444 in its amended billing statement.

Bankruptcy Judge Ralph B. Kirscher held that:

     -- the fees and costs incurred by Western Capital prior to
        Feb. 23, 2010 (fees of $4,259.00 and costs of $1,063.23),
        and after May 11, 2010 (fees of 693.50), are not
        compensable.

     -- the fees requested for analyzing and responding to the
        Chapter 7 Trustee's request for reconsideration
        ($2,231.50) and for seeking approval of compensation in
        the motion filed April 8, 2010 ($582), are not reasonable,
        did not benefit the bankruptcy estate and are thus, not
        compensable.

     -- $10,525 in legal fees were incurred pursuing claims that,
        according to the Chapter 7 Trustee, never had a meaningful
        impact on the eventual settlement reached with CrossHarbor
        Capital Partners, LLC, and CIP Yellowstone Lending, LLC,
        and to which the Chapter 7 Trustee ascribed no value.

Judge Kirscher also ruled that the $4,403 will be treated as an
administrative expense of the bankruptcy estate, payable pro rata
with payments to other administrative claimants.  The amount is
subject to a right of set-off for amounts Western Capital may owe
the bankruptcy estate.

Western Capital challenged the move by Richard J. Samson, the
Chapter 7 Trustee for the Blixseth bankruptcy estate, in December
2009, to sell property described as the Family Compound to CIP.
Marc S. Kirschner, the trustee of the Yellowstone Club Liquidating
Trust; and Greg LeMond, David and Sacia Morris and Sacia
Enterprises, Inc. also opposed the sale.

Western Capital said CIP was surreptitiously attempting to obtain
judicial approval of CIP's $35 million loan to Edra Blixseth, even
though the validity of such loan was the subject of dispute before
the Bankruptcy Court. In addition, because the Chapter 7 Trustee
was agreeing to waive any claims the Debtor's estate may have
against CIP, Western Capital sought authority to pursue a Uniform
Fraudulent Transfer Act against CIP relative to the $35 million
loan.

The Court denied the Chapter 7 Trustee's motion to sell, without
prejudice, and granted Western Capital leave to investigate and
pursue fraudulent transfer claims against CIP, on behalf of the
bankruptcy estate.  At the behest of the Chapter 7 Trustee, the
Court in May 2010 reversed its order, holding that: " [T]he Court
cannot ignore the Trustee's argument that Western Capital has
other disputes with CrossHarbor that may create a conflict of
interest that precludes Western Capital from pursuing the action
referenced in paragraph 5 of the Court's prior Order in a manner
that is beneficial to the bankruptcy estate. For that reason, the
Court finds that paragraph 5 of its prior ruling may cause
manifest injustice to Debtor's estate. Consequently, the Court
hereby deletes paragraph 5 from the February 23, 2010, Order.
However, such ruling is without prejudice and if it appears that
the Trustee is not pursuing a potential claim against CrossHarbor,
the Court will entertain a request by Western Capital at a later
date to allow Western Capital to once again pursue such claim on
behalf of Debtor's bankruptcy estate."

At a hearing in May 2010, the Court told Robert W. Hatch II, Esq.,
in Denver, Colorado, counsel to Western Capital, that, "[t]o the
extent there's moneys in the estate for distribution, I would
direct that Mr. Hatch file an administrative claim based upon his
pursuing the activity he did in light of my prior order and that
be an administrative priority expense claim."

In response to the Court's statement, Western Capital sought
$22,444 in fees and $1,313.23 in costs for services performed and
costs incurred between Jan. 8, 2010, and May 27, 2010.  The
Chapter 7 Trustee opposed, arguing, in part, that Western
Capital's efforts did not benefit the estate and that Western
Capital undertook the majority of its efforts after the Chapter 7
Trustee filed the request for reconsideration.  At a June 1, 2012
hearing, the Chapter 7 Trustee said Western Capital's complaint
against CrossHarbor and CIP included four claims; three involving
avoidance actions and the fourth seeking punitive damages.  In
early 2011, the Chapter 7 Trustee resolved any potential claims
the Estate might have had against CrossHarbor and CIP.  The
Chapter 7 Trustee testified he did not think CrossHarbor was
"threatened" by the claims asserted by Western Capital Partners.
Rather, the Chapter 7 Trustee believed a potential breach of
fiduciary duty claim and an equitable subordination claim were the
impetus for the eventual settlement.

Judge Kirscher held that the fees were incurred by Western Capital
as it forged ahead with its efforts to pursue CrossHarbor and CIP,
even though Western Capital was aware the Chapter 7 Trustee was
seeking to retake control of such efforts.  Moreover, rather than
requesting leave to set the hearing on the Chapter 7 Trustee's
request for reconsideration in April, Western Capital set the
matter for hearing on May 11, 2010, and continued incurring
substantial legal bills during the interim.  Western Capital, by
its own actions, voluntarily assumed the risk that some, if not
all of its fees and costs might not be approved by the Court.

A copy of the Court's July 11, 2012 Memorandum of Decision is
available at http://is.gd/A04uA3from Leagle.com.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assisted Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.  Richard J. Samson was appointed as the
Chapter 7 Trustee.


ELEPHANT TALK: P. Hickman to Serve as New Audit Committee Chair
---------------------------------------------------------------
Jacques Kerrest resigned from the Board of Directors of Elephant
Talk Communications Corp. to focus on other business activities.
At the time of his resignation, Mr. Kerrest was the Chairman of
the Audit and Finance Committee, a member of the Nominating and
the Corporate Governance Committee and a member of Compensation
Committee of the Company.  Mr. Kerrest did not resign as a result
of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

On July 11, 2012, the Board unanimously appointed Mr. Phil
Hickman, a member of the Board and each of the Committees, to
serve as the Chairman of the Audit Committee.

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company reported a net loss of $6 million on $8.58 million of
revenue for the three months ended March 31, 2012.  The Company
reported a net loss of $25.31 million in 2011, a net loss of
$92.48 million in 2010, and a net loss of $17.29 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $54.23
million in total assets, $21.95 million in total liabilities and
$32.28 million in total stockholders' equity.


EMMIS COMMUNICATIONS: Incurs $5 Million Loss in May 31 Quarter
--------------------------------------------------------------
Emmis Communications Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to common shareholders of $5.03
million on $56.78 million of net revenues for the three months
ended May 31, 2012, compared with a net loss attributable to
common shareholders of $4.56 million on $61.14 million of net
revenues for the same period during the prior year.

The Company's balance sheet at May 31, 2012, showed $350.94
million in total assets, $360.51 million in total liabilities,
$46.88 million in series A cumulative convertible preferred stock,
and a $56.45 million total deficit.

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

                        http://is.gd/xFEzvC

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations. The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses. Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


ENERGY CONVERSION: Fires CRO & CFO as Sale of Uni-Solar Fails
-------------------------------------------------------------
In connection with the cancellation of Energy Conversion Devices,
Inc.'s auction of the going-concern sale of United Solar Ovonic
LLC, the discontinuance of the court-approved sale process because
of the failure to receive an acceptable qualified bid by the bid
deadline and the reduction of its workforce, the Company
terminated the employment of Jay B. Knoll, its Executive Vice
President and Chief Restructuring Officer, effective as of June 1,
2012, and William C. Andrews, its Executive Vice President and
Chief Financial Officer, effective as of July 6, 2012.  Messrs.
Knoll and Andrews are entitled to certain severance benefits, as
generally described under "Post-Employment Benefits".

Quarton Partners, the companies' investment banker, is continuing
to work with prospective buyers on alternative transactions.  In
addition, the companies have retained auction services provider
Hilco Industrial to prepare for an orderly sale of the companies'
assets.

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.


ENERGY CONVERSION: Prepares for July 18 Confirmation
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Energy Conversion Devices Inc. and operating
subsidiary United Solar Ovonic LLC received approval to sell
some of their assets in anticipation of a confirmation hearing
on July 18 for approval of a liquidating Chapter 11 plan.

According to the report, the company canceled an auction and laid
off most of the employees because no buyer would offer an
acceptable price for the business as a whole.  The bankruptcy
court signed an order on July 11 authorizing the sale of the
facility in Troy, Michigan, for $800,000 to Qatar Solar Energy
WLL.  The bankruptcy judge in Detroit also approved the sale of
inventory being sold at auctions on July 12 and 13.

Mr. Rochelle notes that the inability to sell the business as a
going concern didn't result in a wipeout for unsecured creditors
because ECD entered Chapter 11 with $145 million in unrestricted
cash and short-term investments. Consequently, disclosure
materials told unsecured creditors with as much as $337 million in
claims that they could expect a recovery from 50.1% to 59.3%.
After expenses and claims of higher priority are paid, the
disclosure statement contains a prediction that $168.7 million
to $182.2 million will remain for unsecured creditors.

The plan, the report discloses, creates a trust to sell the
remaining assets and distribute proceeds in the order of priority
laid out in bankruptcy law.  A liquidation analysis attached to
the disclosure statement shows cash of $139.5 million. When other
assets are liquidated, the company projects total proceeds will be
$182 million to $196 million.

                      About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


ENERGY CONVERSION: Grant Thornton Resigns as Accountant
-------------------------------------------------------
Grant Thornton LLP resigned from its role as the independent
accountant of Energy Conversion Devices, Inc.  Grant Thornton
resigned as a result of the bankruptcy filing and ECD's intention
not to file any future audited financial statements.

Grant Thornton has not performed any auditing services for the
Company since prior to the Petition Date.  The Company's financial
statements for the year ended June 30, 2012, have not been
audited.  As such, Grant Thornton has not issued a report on the
Company's consolidated financial statements for the fiscal year
ended June 30, 2012, and, therefore, there is no report which
could contain an adverse opinion or disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting
principles.  The audit reports issued by Grant Thornton for the
years ended June 30, 2010, and June 30, 2011, did not contain any
adverse opinion or disclaimer of opinion, nor were the reports
qualified or modified as to uncertainty, audit scope or accounting
principles.

                      About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


EQUITABLE OF IOWA: Fitch Keeps Rating on Trust Pref. Stock at 'BB'
------------------------------------------------------------------
Fitch Ratings expects to assign a 'BBB-' rating to ING U.S.,
Inc.'s $850 million planned issuance of 5.5% senior notes due
2022.  The transaction is expected to close on July 13, 2012.

The net proceeds of this offering will be used for general
corporate purposes, including repayment of amounts under the
company's senior unsecured credit facility.  Pro forma financial
leverage is expected to remain near 30%.

Fitch maintains a Rating Watch Evolving status on all ratings,
including the Insurer Financial Strength ratings on ING U.S.'s
life insurance company subsidiaries.

Fitch's Rating Watch Evolving is based on uncertainty over ING
U.S.'s pending change in ownership and concern over weakness in
the company's operating performance. Based on an agreement with
the European Commission, ING Group has agreed to divest its global
insurance operations by the end of 2013.  Fitch expects that the
divestiture of ING U.S. will most likely occur via IPO.

Fitch expects to assign the following rating:

ING U.S., Inc.

  -- 5.5% senior notes due July 15, 2022 at 'BBB-';
     Rating Watch Evolving

Fitch maintains the Rating Watch Evolving on the following
ratings:

ING U.S., Inc.

  -- Long-term Issuer Default Rating (IDR) 'BBB';
     Rating Watch Evolving

ING Life Insurance and Annuity Company
ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Co.
ReliaStar Life Insurance Company of New York
Security Life of Denver Insurance Company

  -- Insurer Financial Strength (IFS) 'A-'; Rating Watch Evolving.

Equitable of Iowa Companies, Inc.

  -- Long-term IDR 'BBB'; Rating Watch Evolving.

Equitable of Iowa Companies Capital Trust II

  -- 8.424% Trust preferred stock 'BB'; Rating Watch Evolving.


FENTON SUB: Can Use Wells Fargo Cash Collateral Until July 31
-------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Fenton Sub Parcel A, LLC, and
Bowles Sub Parcel A, LLC's continued access to cash collateral,
including rents, that may be subject to the lien of Wells Fargo
Bank, N.A., until July 31, 2012.

As reported in the Troubled Company Reporter on June 19, 2012, the
Debtors had requested for authorization to use cash collateral
until Nov. 30, 2012.

Wells Fargo serves as trustee for the registered holder of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-LN2.

The Debtors relate that the current unpaid balance of the First
Mortgage Debt is approximately $8,696,878.

The Debtors will use the cash collateral to pay expenses in
accordance with the cash flow projections and budget.  A full-text
copy of the budget is available for free at:

      http://bankrupt.com/misc/BOWLESSUB_cashcoll-budget.pdf

As adequate protection from any diminution in value of the
lender's collateral, the Debtors note that lender has a continuing
security interest in all postpetition rents pursuant to Section
552 of the Bankruptcy Code.

As additional adequate protection, the lender has an equity
cushion in its collateral of 30% as of the Petition Date.

Wells Fargo is trustee for the registered holders of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-LN2.

The Court also ordered that the Debtors:

   -- will maintain insurance on the parcels of real estate they
      own and will reserve on a monthly basis amounts for payments
      of insurance premiums;

   -- will pay all real estate taxes on the properties as they
      become due and will reserve on a monthly basis amounts for
      payments of the real estate taxes; and

   -- will continue to maintain the properties to their current
      standards.

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.  In 2007, StoneArch
acquired various LLCs, which in turn owned 27 industrial multi-
tenant properties located in the Twin Cities.  The properties were
divided into four separate pools: A, B, C, and D.  Fenton Sub
Parcel D and Bowles Sub Parcel D jointly own the properties in
pool D.  As tenants in common, Fenton Sub Parcel D has an
undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.  The cases
were originally assigned to Judge Dennis D. O'Brien and reassigned
to Judge Robert J. Kressel as the cases are related to the Hoyt
case, which was filed earlier before Judge Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


FENTON SUB: Plan Confirmation Hearing Set for July 16
-----------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on July 16, 2012, at
9 a.m. to consider confirmation of Fenton Sub Parcel D, LLC, and
Bowles Sub Parcel D, LLC's First Amended Plan of Reorganization
dated May 7, 2012.

Seven days prior to the hearing date, is set the deadline for (i)
filing objections to the Plan confirmation and (ii) ballots
accepting or rejecting the Plan.

According to the Amended Disclosure Statement, the Plan
anticipates that all property of the estate will be vested in the
Reorganized Debtors.  The Debtors will continue to operate the
Pool D Properties, may market the Pool D Properties for sale
either individually or in one or more groups, and may seek
alternative financing.

The secured claim of the lender (Wells Fargo Bank N.A., trustee
for the registered holders of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-LN2, whose agent is the Special
Servicer) will be paid in full over time with the income generated
by the operation of the Pool D Properties, by the proceeds of the
sale(s) of one or more of the Pool D Properties, with the proceeds
of new financing, or with a combination of these options.  The
lender will retain its liens to secure the payments.  Steven B.
Hoyt's lien in the properties will be released.

Unsecured creditors will receive up to 100% of their claims,
without interest, from distributions from excess cash generated by
postpetition operations and from the sale(s) or refinancing and
operations after the lender is paid in full.  The Debtors project
that the most likely range of recovery for unsecured creditors is
between 0% and 85% of their claims.  The actual amount to be paid
depends on the results of operations and sales or refinancing.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/FENTON_SUB_ds_1amended.pdf

            Objections to the Disclosure Statement

Various parties objected to the approval of the Disclosure
Statement explaining the Debtors' Plan dated Jan. 6, 2012.

The U.S. Trustee objected to the Disclosure Statement because,
among other things:

      -- does not have adequate information upon which voters
         can rely upon to make a fully informed vote on the plan;

      -- is vague about the repayment terms for the unsecured
         creditors and how unsecured creditors will know that the
         plan has been completed in the event the ultimate payment
         is less than 100%.

Wells Fargo's objection stated that the Disclosure Statement does
not contain adequate information.

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.  In 2007, StoneArch
acquired various LLCs, which in turn owned 27 industrial multi-
tenant properties located in the Twin Cities.  The properties were
divided into four separate pools: A, B, C, and D.  Fenton Sub
Parcel D and Bowles Sub Parcel D jointly own the properties in
pool D.  As tenants in common, Fenton Sub Parcel D has an
undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.  The cases
were originally assigned to Judge Dennis D. O'Brien and reassigned
to Judge Robert J. Kressel as the cases are related to the Hoyt
case, which was filed earlier before Judge Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


FILENE'S BASEMENT: Syms Wins Approval to Send Plan for Voting
-------------------------------------------------------------
Syms Corp. and unit Filene's Basement LLC unit won court approval
to send a reorganization plan to creditors for a vote.

U.S. Bankruptcy Judge Kevin Carey at a hearing Friday in
Wilmington, Delaware, approved the Debtor's explanatory disclosure
statement.

The new plan is the result of a settlement hashed out in June with
official committees representing creditors and shareholders.  The
settlement was reached in mediation conducted by U.S. Bankruptcy
Judge James M. Peck from New York.

Under the Plan, Syms would manage, lease and sell over the coming
years real estate assets valued at about $147 million.  A rights
offering backstopped by the shareholders' group will provide $25
million of funding to pay off creditors and controlling
shareholder Marcy Syms.

The company will seek confirmation of the plan at an Aug. 29
hearing.

                           Amended Plan

Syms filed an amended reorganization plan last week to add an
equity rights offering and a share buyback from majority
stockowner Marcy Syms.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms told shareholders in revised disclosure
materials that they can expect the stock they retain in the
reorganized company to be worth $1.50 to $2 a share, assuming the
real estate in lower Manhattan is valued at $147 million.

The Bloomberg report relates that, according to the Disclosure
Statement revised July 12, if the property is developed and held
for four or five years before sale, the value may rise as much as
$120 million, increasing the value of equity by $7.22 a share.

Syms shares fell 48% after the July 12 to close at $4.05 in over-
the-counter trading.

According to Mr. Rochelle, terms of the Plan include:

   -- Syms unsecured creditors, with claims estimated at
      $54 million, will be paid in full without interest as money
      becomes available from the sale of real estate. Interest
      will begin to accrue on the portion of claims not paid by
      October 2015.

   -- Filene's unsecured suppliers, with claims of about
      $8.8 million, will be paid like Syms creditors.  They have
      the option of not accepting the compromise, while being paid
      no more than 2% initially with the right to sue Syms.
      Syms estimates that unsecured claims total as much as
      $110 million.

   -- Filene's landlords, with claims of about $36.9 million not
      guaranteed by Syms, will be paid 75% over time, with
      interest accruing after October 2015.

   -- Marcy Syms, who owns about 54.7% of the existing
      equity, has agreed to sell her shares back to the company
      for $2.49 share, or a total of $19.5 million.  She will be
      paid for her stock from 40% of sale proceeds until
      she has received $10.7 million. She won't receive the
      remainder until unsecured creditors have been paid in full.
      In return, she will receive a release of claims.

   -- There will be a rights offering for existing shareholders,
      who may buy about 10 million shares of new stock for $2.49 a
      share. Members of the shareholders' committee are committed
      to purchase any stock not bought by other shareholders. The
      shareholders backstopping the rights offering won't receive
      backstop fees other than payment of counsel fees.

The Bloomberg report relates that the sale of new stock in the
rights offering will bring the total outstanding to about 16.6
million.  Shareholders who don't buy in the rights offering will
be diluted by about 13%.  The backstopping parties may end up
owning as much as 60% of the equity.

No secured claims remain against the Debtors.

                About Filene's Basement & Syms Corp.

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

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

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

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

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

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

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

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

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

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

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

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FUEL DOCTOR: Faces Securities Fraud Complaint in Calif.
-------------------------------------------------------
Fuel Doctor Holdings, Inc., and Fuel Doctor LLC, the Company's
wholly-owned subsidiary, were served with notice that on June 29,
2012, Touchstone Advisors, Inc., and Donald Danks, as Trustee for
the Danks Family Trust, est. 1/5/90 filed a complaint in the
Superior Court of the State of California, County of Los Angeles,
Central District, Case No. BC487476, alleging, among other things,
securities fraud, fraud, breach of contract and unjust enrichment
against the Company, its officers directors and certain other
named individuals, in connection with, among other things, a
General Management and Capital Advisory Services Agreement, dated
March 9, 2011, by and between the Company and Touchstone and
certain promissory notes issued by the Company to Danks.
Plaintiff is seeking, among other things, unspecified compensatory
and punitive damages, restitution, legal fees, interest and such
other relief as the Court deems just and proper.  The Company's
time to answer or move with respect to the Complaint has not yet
expired.  However, the Company, its officers and directors deny
the material allegations of the Complaint and intend to vigorously
defend this action.

On March 6, 2012, the Company filed a complaint against Touchstone
in the Court related to Touchstone's failure, among other things,
to provide promised capital in a merger and reorganization (Case
No. BC479694).  In its operative complaint, the Company has
asserted causes of action for breach of contract, breach of the
implied covenant of good faith and fair dealing, breach of
fiduciary duty, violation of the registration requirements of
California securities law, unjust enrichment, and a common count
to recover securities delivered by mistake.  The Company is
seeking rescission of a transfer of the Company's securities to
Touchstone, damages of at least $100,000, treble damages,
disgorgement, punitive damages, attorneys' fees and costs of suit,
and interest.  This case is currently pending.

                         About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $1.9 million on $811,576 of revenues, compared with
a net loss of $1.7 million on $603,329 of revenues for the
corresponding period last year.

The Company had an accumulated deficit at Sept. 30, 2011, had a
net loss and net cash used in operating activities for the interim
period then ended.  "While the Company is attempting to generate
sufficient revenues, the Company's cash position may not be
sufficient to support the Company's daily operations," the Company
said in the filing.


GARLOCK SEALING: Asbestos Panel Hires Motley/Waters for Estimation
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, according to Garlock Sealing Technologies LLC, et al.'s
case docket, authorized the Official Committee of Asbestos
Personal Injury Claimants to retain Motley Rice LLC and Waters &
Kraus LLP as special litigation counsel, effective as of June 7,
2012.

ACC has tapped the firms for certain purposes related to the
proceeding for the estimation of Debtors' aggregate liability for
asbestos-related claims for personal injury and wrongful death.

The Committee and the Debtors take different approaches to
estimation of the aggregate asbestos liability of the estates.
Debtors style their approach as "merits-based".  As the Court has
succinctly put it, they envisage "an estimation calculated by
projecting the number of claimants based upon occupation groups
and predicting the likelihood of recovery for separate groups to
reach an aggregate damage amount, and then reducing that by other
sources of recovery."  The Committee intends to follow the
approach carried out in many previous asbestos bankruptcies to
show what the Debtors would have to pay to resolve all present and
future asbestos claims outside of bankruptcy.  Under this
approach, the value of pending claims, the number of future
claims, the rate at which such claims will be resolved by payment,
and the timing and value of such payments will be extrapolated
from Debtors' own claims history, with adjustments based on trends
and developments in the tort system.  In effect, the estimation
trial will involve two distinct cases: the one the Debtors will
present and the one to be presented by the Committee and the
Future Claimants' Representative.

Special Litigation Counsel's responsibility would focus on
responding to and rebutting the technical and scientific aspects
of Debtors' approach to estimation, like their contentions
regarding the effects of the "encapsulation" of asbestos in their
products, the differences among asbestos fiber types with respect
to the propensity to cause mesothelioma, the type and extent of
fiber exposures needed to cause mesothelioma, the epidemiology of
asbestos-related diseases, and the contents and meaning of the
relevant scientific studies and literature.  If the testimony of
lay witnesses becomes germane to the technical and scientific
issues, Special Litigation Counsel will participate in the
discovery and presentation of such evidence and the making of
related arguments.

The Committee's lead counsel, Caplin & Drysdale, will be in
overall charge of the Committee's efforts with regard to
estimation.  Caplin & Drysdale will present the Committee's own
affirmative estimation case through lay witnesses, experts, and
documentary evidence.  When it comes to the Debtors' Case-in-
Chief, Caplin & Drysdale's role will be to coordinate, and
integrate into the Committee's overall position the efforts of
Special Litigation Counsel aimed at responding to technical and
scientific aspects of the evidence and arguments to be presented
by Debtors and any parties allied with them.  Special Litigation
Counsel will focus primarily on responding to the Debtors' Case-
in-Chief, and more particularly on those aspects of the Debtors'
approach that depend upon Technical Experts, although Special
Litigation Counsel will also handle the same sorts of issues if
they arise in the context of Debtors' opposition to the ACC/FCR's
Case-in-Chief.  The main tasks to be carried out by Special
Litigation Counsel will consist of (i) examining upon deposition
and at trial any Technical Experts designated by Debtors or other
parties opposing the Committee, (ii) eliciting reports from
Technical Experts as the Committee may designate, (iii) defending
depositions, and presenting testimony at the estimation trial, and
(iv) making or responding to arguments to the Court, written and
oral, concerning the subject matters implicated by the testimony
of Technical Experts and the foundation for their opinions.

Motley Rice and Waters & Kraus will be paid at these hourly rates:

    Professional                Firm              Hourly Rate
    ------------                ----              -----------
   Nathan D. Finch, Esq.      Motley Rice            $680
   James Ledlie, Esq.         Motley Rice            $500
   Kristen Hermiz, Esq.       Motley Rice            $300
   Laura Holcomb, Paralegal   Motley Rice            $225
   Peter A. Kraus, Esq.       Waters & Kraus         $735
   Jonathan A. George, Esq.   Waters & Kraus         $705
   Scott F. Frost, Esq.       Waters & Kraus         $625

Motley Rice represents Ruth Sossamon, a member of the Committee,
in the affairs of the Committee.  Joseph F. Rice of Motley Rice
serves as Co-Chair of the Committee.  Waters & Kraus represents
John Koeberle, a member of the Committee, in the affairs of the
Committee.

To the best of ACC's knowledge, Motley Rice and Water & Kraus are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       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.


GELTECH SOLUTIONS: Posts $1.2 Million Net Loss in March 31 Quarter
------------------------------------------------------------------
Geltech Solutions, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.17 million on $41,408 of sales for the
three months ended March 31, 2012, compared with a net loss of
$1.53 million on $55,645 of sales for three months ended March 31,
2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of $4.04 million on $304,361 of sales, compared with a
net loss of $4.30 million on $144,839 of sales for the nine months
ended March 31, 2011.

Geltech Solution's balance sheet at Dec. 31, 2011, showed
$1.07 million in total assets, $1.94 million in total liabilities,
and stockholders' deficit of $864,769.

As reported in the TCR on Oct. 3, 2011, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about
GelTech's ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2011.  The
independent auditors noted that the Company has a net loss and net
cash used in operating activities in 2011 of $6,026,641 and
$3,636,213, respectively, and has an accumulated deficit of
$15,669,827 at June 30, 2011.

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

                       http://is.gd/iAW5uO

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006. GelTech is focused on marketing
four products: (1) FireIce(R), a water soluble fire retardant used
to protect firefighters, structures and wildlands; (2) Soil2O(R)
Dust Control, the Company's new application which is used for dust
mitigation in the aggregate, road construction, mining, as well
as, other industries that deal with daily dust control issues;
(3) Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses and the agriculture market; and
(4) FireIce(R) Home Defense Unit, a system for applying FireIce(R)
to structures to protect them from wildfires.  Additionally,
GelTech owns a United States patent for a method to modify
weather.


GENON REMA: Moody's Cuts Ratings on Sr. Secured Certs. to 'B1'
--------------------------------------------------------------
Moody's Investor Service downgraded the senior secured pass-
through certificates of GenOn REMA, LLC (GREMA) to B1 from Ba1
concluding the rating review that commenced on December 16, 2011.
Concurrent with this rating action, Moody's affirmed the Corporate
Family Rating and Probability of Default Rating of GenOn Energy,
Inc. (GEN) along with GEN's B3 senior unsecured rating.

As part of this rating action, Moody's revised GEN's Speculative-
Grade Liquidity rating to SLG-2 from SGL-1 and also upgraded the
GEN's senior secured revolver and term loan to B1 from B2. Debt
instrument ratings at GenOn Americas Generation, LLC (GENAG, B3
Senior Unsecured) and at GenOn Mid-Atlantic, LLC (GENMA, Ba1
Senior Secured) are also affirmed. The rating outlook for GEN,
GREMA, GENMA, and GENAG is negative.

Ratings Rationale

"Low gas prices combined with stricter environmental regulations
continue to create headwinds for the GenOn family and especially
for GREMA, which will depend on cash injections by its parent to
fund mandated environmental retro-fits over the next several
years. A prolonged period of projected negative free cash flow at
GREMA along with the announced deactivation/retirement of 68% of
its base-load generating assets outweigh the structural
protections of the lease. GREMA's reliance on GEN for capital
injections lead us to move GREMA's rating closer to GEN's
Corporate Family Rating," said Bill Hunter, VP and Senior Analyst.
"Notwithstanding this stress, Moody's views the parent's
willingness to invest in the GREMA portfolio as a credit positive
for the long-term viability of certain of its assets."

"Overall, GEN's good liquidity (including $1.7 billion of
unrestricted cash at 3/31/12) continues to be an important support
for its ratings during the current period of low natural gas
prices," Mr. Hunter continued. "The revision of the liquidity
rating to SGL-2 is based on Moody's belief that, while GEN is
likely to meet its obligations over the next 12 months from
internal sources, the company may rely on external sources of
committed financing, including the Marsh Landing project loan
facility. In light of expected near-term negative free cash flow,
Moody's anticipates that the level of unrestricted cash will
decline over time and view the degree of cash burn as an important
future determinant for the ratings."

GEN's B2 Corporate Family Rating is based on a diversified
portfolio of power plants, a meaningful percentage of hedged and
contracted revenues, an apparently successful merger integration,
and the combination of good liquidity and the stated importance of
liquidity to senior management. These positive factors are
balanced against high leverage, dependence on coal fired power
plants in PJM for a majority of cash flows, volatile power prices
that have been in a trough over the past six months due to the
impact of shale gas, markedly decreased generation during the same
period, and substantial announced plant retirements and
deactivations due to increasingly stringent environmental
regulations.

Following Moody's loss given default (LGD) methodology, the rating
upgrade of GEN's senior secured revolver and term loan to B1 from
B2 reflects a reassessment of the collateral that secures the
revolver and term loan, as compared to the outstanding
indebtedness under those obligations and relative to the assets
that support other parts of the financial structure. Changing
industry trends, including increased capacity factors at gas-fired
plants, announced plant retirements and more robust RPM auctions
in PJM West were factors that led to this reassessment concerning
the power plants that are pledged to GEN's senior secured
creditors.

Moody's notes that its LGD methodology is based on an assessment
of the relative priority of creditor groups within the family's
financial structure while assuming an average recovery percentage
for each industry, and it does seek to provide a valuation of
specific collateral or pools of power plants. For the GenOn family
the final LGD ratings are also based on single-notch adjustments
to the LGD model (upward for GEN unsecured, GENMA and GENAG,
downward for GEN secured and GREMA) based on factors including
historical and expected stand-alone cash flow generation at the
unit or its direct subsidiaries, hedging at the unit, the need for
parental support to meet financial obligations, and the need to
provide support to subsidiaries.

The negative outlooks for GEN, GENMA, GENAG and GREMA reflect the
impact of shale gas on power prices, the potential for a long-term
compression of coal fired generators' gross margins, and the
potential for further environmental regulations, while
acknowledging that GEN has prepared itself to withstand a multi-
year period of low power prices by husbanding its liquidity and
reducing costs, and that parts of its fleet are relatively well
positioned in terms of location and environmental compliance.
While forward curves indicate an expectation of higher power
prices in the future, if these higher prices are not realized in
the next 12-18 months, negative ratings actions could result.

Ratings Downgraded

Issuer: GenOn REMA, LLC

Senior Secured: B1, LGD 3 -- 32% from Ba1, LGD 2 -- 15%
Outlook: Revised to Negative from RUR-Down

Ratings Upgraded

Issuer: Genon Energy, Inc.

Senior Secured: B1, LGD 3 -- 32% from B2, LGD 3 -- 45%
Senior Secured Bank Facility: B1, LGD 3 - 32% from B2,
     LGD 3 - 45%
Outlook: Negative

Ratings Affirmed; Revised Speculative-Grade Liquidity Rating:

Issuer: Genon Energy, Inc.

Corporate Family Rating: B2
Probability of Default Rating: B2
Senior Unsecured: B3
Speculative-Grade Liquidity Rating: Revised to SGL-2 from SGL-1
Outlook: Negative

Ratings Affirmed:

Issuer: GenOn Americas Generation, LLC

Senior Unsecured: B3
Outlook: Negative

Issuer: GenOn Mid-Atlantic, LLC

Senior Secured: Ba1, LGD 2 -- 15%
Outlook: Negative

LGD Point Estimates Adjusted:

Issuer: Genon Energy, Inc.

Senior Unsecured: Adjusted to LGD 5 -- 77% from LGD 5 -- 73%

Issuer: GenOn Americas Generation, LLC

Senior Unsecured: Adjusted to LGD 5 -- 77% from LGD 5 -- 73%

In light of the negative outlook, limited prospects exists for
GEN's ratings to be upgraded in the intermediate term. Longer-
term, GEN's ratings could be upgraded if there were a material
improvement in forward capacity prices and/or energy prices (and
especially the dark spread) that could be locked in, such that CFO
pre-WC/Debt would be expected to exceed 10% and FCF/Debt would be
expected to be flat or positive on a sustainable basis.

GEN's ratings could be downgraded if power prices experienced over
the past 6 months were to continue at or about the same levels for
the next 6-12 months with no expectation of subsequent material
improvement, if environmental regulations were to materially
increase/accelerate Capex or expected plant shutdowns, if the
liquidity cushion were materially eroded or management were to
change its policy of maintaining sufficient liquidity. In
addition, ratings could be downgraded if Moody's expectation of
sustained cash flows were to change, such that CFO pre-WC/Debt
would be expected to be lower than 5% and FCF/Debt would be
expected to be negative 10% or worse on a sustained basis.

GenOn Energy Inc., based in Houston, Texas, is a US merchant power
holding company that was formed in December, 2010 from the merger
of Mirant Corporation and Reliant Resources Inc.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009, Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009 and Speculative Grade Liquidity
Ratings published in September 2002.


GLASGOW SAVINGS: Closed; Regional Missouri Assumes All Deposits
---------------------------------------------------------------
Glasgow Savings Bank of Glasgow, Mo., was closed on Friday, July
13, 2012, by the Missouri Division of Finance, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Regional Missouri Bank of Marceline, Mo., to assume
all of the deposits of Glasgow Savings Bank.

The sole branch of Glasgow Savings Bank will reopen during its
normal banking hours as a branch of Regional Missouri Bank.
Depositors of Glasgow Savings Bank will automatically become
depositors of Regional Missouri 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 Glasgow
Savings Bank should continue to use their existing branch until
they receive notice from Regional Missouri Bank that it has
completed systems changes to allow other Regional Missouri Bank
branches to process their accounts as well.

As of March 31, 2012, Glasgow Savings Bank had around $24.8
million in total assets and $24.2 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Regional Missouri Bank agreed to purchase essentially all of the
assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-822-1918.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $0.1 million.  Compared to other alternatives, Regional
Missouri Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Glasgow Savings Bank is the 33rd FDIC-insured
institution to fail in the nation this year, and the first in
Missouri.  The last FDIC-insured institution closed in the state
was Sun Security Bank, Ellington, on Oct. 7, 2011.


GMX RESOURCES: BlackRock Disposes Of Shares, Stake Now 2.24%
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
June 29, 2012, it beneficially owns 1,638,565 shares of common
stock of GMX Resources, Inc., representing 2.24% of the shares
outstanding.

BlackRock previously reported beneficial ownership of 3,881,672
common shares or a 6.42% equity stake as of Dec. 30, 2011.

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

                        http://is.gd/pRJtRw

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balance sheet at March 31, 2012, showed $502.38
million in total assets, $468.47 million in total liabilities and
$33.91 million in total equity.

                           *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3.  The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


GRAY TELEVISION: BlackRock Equty Stake Down to 2.31%
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
June 29, 2012, it beneficially owns 1,187,802 shares of common
stock of Gray Television Inc. representing 2.31% of the shares
outstanding.

BlackRock previously reported beneficial ownership of
2,987,866 common shares or a 5.81% equity stake as of Dec. 30,
2011.

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

                         http://is.gd/Xst5QZ

                        About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

                           *     *     *

Gray Television carries 'Caa1' corporate family rating and
probability of default rating, with stable outlook, from Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.

As reported by the TCR on April 9, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Atlanta, Ga.-based
TV broadcaster Gray Television Inc. to 'B' from 'B-'.

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds.  The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x.  We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.


GRAY TELEVISION: Expects to Report $94.7MM 2nd Quarter Revenue
--------------------------------------------------------------
Gray Television, Inc., announced summary preliminary results of
operations for the three month and six month periods ended
June 30, 2012.  The Company expects operating revenue of $94.69
million for the three months ended June 30, 2012, compared with an
actual operating revenue of $76.20 million for the same period
during the prior year.  For the first half of 2012, the Company
anticipates an operating revenue of $175.36 million compared with
an actual operating revenue of $145.94 million for the same period
a year ago.  A copy of the press release is available for free at:

                        http://is.gd/Fs9HFZ

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at Dec. 31, 2011, showed $1.23 billion
in total assets, $1.08 billion in total liabilities, $24.84
million in preferred stock, and $122.95 million in total
stockholders' equity.

                           *     *     *

Gray Television carries 'Caa1' corporate family rating and
probability of default rating, with stable outlook, from Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.

As reported by the TCR on April 9, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Atlanta, Ga.-based
TV broadcaster Gray Television Inc. to 'B' from 'B-'.

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds.  The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x.  We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.


GREYSTONE LOGISTICS: Reports $2.3-Mil. Net Income in Fiscal 2012
----------------------------------------------------------------
Greystone Logistics, Inc., recorded sales for the corporate year
ending May 31, 2012, $24,186,047 compared to $20,501,824 in fiscal
year 2011 for an increase of $3,684,223 or 18%.  The Company
recorded net income of $2,323,756 during fiscal year 2012 compared
to a net loss of ($847,204) in fiscal year 2011.  Earnings before
interest taxes depreciation or amortization (EBITDA) for the
Company, excluding EBITDA with respect to non-controlling
interests, were $3,889,956 for fiscal year 2012.

Warren Kruger, CEO, stated, "Our entire organization is delivering
on the Company's goals and producing results that are in line with
the expectations laid out in our business plan.  The diligence and
patience exhibited while working through an extended series of
challenges and opportunities is being rewarded.  Plastic pallets
are more frequently being recognized as a necessity rather than a
luxury and our 100% recycled plastic products help the environment
while providing sustainable money saving solutions.  Growth is
coming from a broad range of products with concentrations in the
beverage, agriculture, and pharmaceutical industries."  Kruger
continued, "Looking ahead to our corporate fiscal year 2013, we
will earnestly continue to build value for our shareholders as I
anticipate a double digit increase in revenue from resin sales,
current pallet designs and new products and innovations in the
pipeline."

A copy of the press release is available for free at:

                         http://is.gd/Y026Xd

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

As reported by the TCR on Sept. 20, 2011, HoganTaylor LLP, in
Tulsa, Oklahoma, said Company has a working capital deficit of
$5,141,078, stockholders' deficit of $14,206,077 and total deficit
of $9,704,991.  The independent auditors noted that these deficits
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company's balance sheet at Feb. 29, 2012, showed $12.98
million in total assets, $20.92 million in total liabilities and a
$7.94 million total deficit.


H P D LLC: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: H P D, LLC
        P.O. Box 8589
        Greenville, NC 27835

Bankruptcy Case No.: 12-05036

Chapter 11 Petition Date: July 11, 2012

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

Judge: Randy D. Doub

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: $1,701,704

Scheduled Liabilities: $2,443,393

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nceb12-05036.pdf

The petition was signed by Harold P. Dew, member-manager.


HAMANN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hamann Holdings Two
        dba Susanville Rv Park
        fdba Mountainview Rv Park
        P.O. Box 18461
        Fountain Hills, AZ 85269

Bankruptcy Case No.: 12-15477

Chapter 11 Petition Date: July 11, 2012

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: James M. McGuire, Esq.
                  DAVIS MILES MCGUIRE GARDNER, PLLC
                  80 E. Rio Salado Parkway, Suite 401
                  Tempe, AZ 85281
                  Tel: (480) 733-6800
                  Fax: (877) 715-7366
                  E-mail: jmcguire@davismiles.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/azb12-15477.pdf

The petition was signed by Marvin Hamann, manager.


HARD ROCK QUARRY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hard Rock Quarry Corp.
        fka Hard Rock Aggregates Inc
        URB Valle Verde
        1102 Calle Sendero
        Ponce, PR 00716

Bankruptcy Case No.: 12-05543

Chapter 11 Petition Date: July 13, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  BIGAS & BIGAS
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  Fax: (787) 842-4090
                  E-mail: modestobigas@yahoo.com

Scheduled Assets: $1,500,000

Scheduled Liabilities: $1,250,579

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

The petition was signed by Linnette I Maldonado Nieves, president.


HART CREEK RANCH: Court Slashes Creditor's Claim for Legal Fees
---------------------------------------------------------------
Hart Creek Ranch, LLC, obtained a partially victory after Chief
Bankruptcy Judge Terry L. Myers in Idaho sustained, in part, the
Debtor's objection to a proof of claim filed by secured creditor
Blackburne & Sons Realty Capital Corporation.

After its unsuccessful attempt to have the Debtor's case converted
to Chapter 7 liquidation or dismissed, Blackburne filed a claim
asserting a total obligation of $945,046 of which $175,777 was
allegedly secured.  A component of the claim was $30,827 in
postpetition attorneys' fees and $26.90 in post-petition costs.

The Debtor argued that, since Blackburne indicated that a portion
of its claim is undersecured, it could not claim postpetition
attorneys' fees and costs under 11 U.S.C Sec. 506(b).  The Debtor
also said the $30,827.00 in fees claimed is facially unreasonable.
The Debtor pointed out that its own counsel successfully defended
the Conversion Motion, and performed all other services required
in the case, in far less time and at one-third the amount.

Blackburne is represented in the case by lawyers at Boise, Idaho-
based firm, Angstman Johnson: Matthew Ryden, Esq. ($225 per hour),
Matthew Christensen, Esq. ($215 per hour), and a paraprofessional
($95 per hour).

The Debtor suggested a reasonable fee would be 10 hours total to
prepare and argue the Conversion Motion (effectively $2,250 at Mr.
Ryden's hourly rate), plus one-half of the $12,455 in "general
work" (i.e., $6,227.50) for a total of $8,477.50.  Blackburne
continued to maintain the entire $30,827 is reasonable and should
be allowed under Sec. 506(b).

In its ruling, the Court allowed Blackburne's total Sec. 506(b)
attorneys' fees of $15,368.75 for the period of time from the
petition date through and including April 16, 2012.

A copy of the Court's July 12, 2012 Memorandum of Decision is
available at http://is.gd/JzTOg3from Leagle.com.

                      About Hart Creek Ranch

Hart Creek Ranch, LLC, in Oreana, Idaho, filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 12-00059) on Jan. 11, 2012.
The Debtor holds interest in a 546-acre parcel of real property in
Oreana along with another 160 acre parcel.  Bankruptcy Judge Terry
L. Myers presides over the case.  Patrick John Geile, Esq., at
Foley Freeman, PLLC, serves as the Debtor's counsel.  In its
petition, the Debtor listed $1 million to $10 million in assets
and debts.  The petition was signed by Lorna Steiner, manager.

The Debtor has filed a proposed chapter 11 plan and disclosure
statement.  The Debtor alleged its property has a value of
$1,900,000.


HAWKER BEECHCRAFT: Bank Debt Trades at 25% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 74.94 cents-on-
the-dollar during the week ended Friday, July 13, 2012, an
increase of 17.39 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 156 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.


HOPE CLINIC: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hope Clinic, LLC
        P.O. Box 1116
        Moncks Corner, SC 29461-1116

Bankruptcy Case No.: 12-04277

Chapter 11 Petition Date: July 11, 2012

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Elizabeth M. Atkins, Esq.
                  778 St. Andrews Blvd.
                  Charleston, SC 29407
                  Tel: (843) 763-0333
                  E-mail: ematkins2000@yahoo.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 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/scb12-04277.pdf

The petition was signed by Temisan Etikerentse MD.


HORIZON LINES: Beach Point Ownership at 12.3% as of July 3
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Beach Point Capital Management LP and
Beach Point GP LLC disclosed that, as of July 3, 2012, they
beneficially own 3,956,413 shares of common stock of Horizon
Lines, Inc., representing 12.33% of the shares outstanding.
The percent of class is based on 32,082,256 shares of common stock
outstanding as of July 3, 2012, based on information provided by
Horizon.

Beach Point previously reported beneficial ownership of
1,065,412 common shares or a 32.67% equity stake as of Dec. 7,
2011.

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

                        http://is.gd/QgA6sA

                        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.

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.

                            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.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HORIZON LINES: Beach Point SCF Ownership at 4.66% as of July 3
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Beach Point SCF I LP, Beach Point Advisors
LLC, BPC Opportunities Fund LP, and BPC Opportunities Fund GP LP
disclosed that, as of July 3, 2012, they beneficially own
1,495,810 shares of common stock of Horizon Lines, Inc.,
representing 4.66% of the shares outstanding.

Beach Point SCF previously reported beneficial ownership of
376,270 common shares or a 14.55% equity stake as of Dec. 7, 2011.

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

                        http://is.gd/rOxRhh

                        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.

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.

                            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.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HORIZON LINES: Virginia Retirement Shares Down to 4.10%
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Virginia Retirement System disclosed that, as
of July 3, 2012, it beneficially owns 1,316,803 shares of common
stock of Horizon Lines, Inc., representing 4.10% of the shares
outstanding.

Virginia Retirement previously reported beneficial ownership of
331,241 common shares or a 10.16% equity stake as of Dec. 7, 2011.

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

                        http://is.gd/aPTzhz

                        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.

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.

                            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.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


INDIANA STEEL AND TUBE: Has 5-Member Creditors' Panel
-----------------------------------------------------
Nancy J. Gargula, the United States Trustee in Indianapolis,
Indiana, appointed five members to the Official Committee of
Unsecured Creditors in the Chapter 11 case of Indiana Steel and
Tube, Inc.  The committee members are:

    (1) Mill Steel
        Attn: Eric Lambert
        5116 36th St.
        Grand Rapids, MI 49512
        Tel: 616-977-9030 tx
        E-mail: eric.lambert@millsteel.com

    (2) Mainline Metals, Inc.
        Attn: Bob Dubin
        21 Bala Avenue
        Bala Cynwyd, PA 19004
        Tel: 610-668-0888
        Fax: 610-668-1790

    (3) NK Steel
        Attn: Kerry Nagle
        31731 Northwestern Hwy.
        Farmington Hills, MI 48334
        Tel: 248-865-9000 ext. 116
        E-mail: knagle@nk-steel.com

    (4) Lombard Metals Corporation
        Attn: John Ruttenburg
        3 Bala Plaza, Ste. 202
        Bala Cynwyd, PA 19004
        Tel: 215-922-6855
        Fax: 215-689-2904
        E-mail: jr@lombardmetals.com

    (5) West Boca Metals
        Attn: Stuart Fox
        8177 W. Glades Rd., Suite 101
        Boca Raton, FL 33434
        Tel: 561-477-2470
        E-mail: stu@westbocametals.com

The U.S. Trustee is represented in the case by:

        Jeannette Eisan Hinshaw, Esq.
        Office of the United States Trustee
        101 W. Ohio Street, Suite 1000
        Indianapolis, IN 46204
        Tel: (317) 226-5322 direct
        Fax: (317) 226-6356 fax
        E-mail: Jeannette.Hinshaw@usdoj.gov

                    About Indiana Steel and Tube

Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 12-91512) in New Albany, Indiana on
July 10, 2012.  Indiana Steel and Tube operates a cold roll steel
mill producing high quality steel tubing in Brownstown, Indiana.

The Debtor in early January 2012 began to experience some working
capital issues and an inventory imbalance.  Senior management made
a decision to liquidate some inventory in order to create
additional working capital liquidity.  By the end of February 2012
it became evident to senior management that while a portion of the
finished goods inventory had been liquidated the liquidity issue
had not improved and that there was a discrepancy between the
actual and book inventory.  Accounting firm Agresta, Storms &
O'Leary, PC, which was enlisted by the Debtor, discovered the
inventory discrepancy was substantial.  The Debtor notified its
lender Indiana Bank & Trust Co. of the issue, and continued to
investigate the issue with Agresta. The Debtor's investigation is
still ongoing.

As a result of the Debtor's inventory discrepancy, its cash
availability with IBT was significantly reduced.  Although IBT has
worked with the Debtor in stabilizing operations, the Debtor needs
additional liquidity to fill customer orders and reach optimal
operational efficiency.

The Debtor filed for Chapter 11 to obtain a better forum to seek
additional operating capital either through a sale or third party
investor.

Judge Basil H. Lorch III presides over the case.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Dillard
Wittymore, III, chief executive officer.


INDIANA STEEL AND TUBE: U.S. Trustee Objects to DIP Loan
--------------------------------------------------------
Nancy J. Gargula, the United States Trustee in Indianapolis,
Indiana, filed a limited objection to the request of Indiana Steel
and Tube, Inc., to obtain postpetition secured financing.

The U.S. Trustee objects to certain language in the proposed DIP
Financing order.  Among others, the U.S. Trustee said the granting
of a super-priority administrative expense will eviscerate the
rights and remedies of reclamation claimants whether under state
or federal law; and the granting of lien on preference and
fraudulent transfer actions, and elevation of pre-petition debt to
post-petition debt status.  The U.S. Trustee also objects to the
proposed DIP order being binding to any Chapter 7 trustee, in the
event the case is converted to a Chapter 7 liquidation; and the
failure to provide for fees for counsel to the Official Committee
of Unsecured Creditors.

The U.S. Trustee said the Committee should first be given an
opportunity to obtain counsel and make its own objection to the
DIP Financing Motion.

A hearing on the Motion for DIP Financing is set for July 12,
2012, at 10:00 a.m.  Results of the hearing have not been posted
on the case docket as of press time.

                    About Indiana Steel and Tube

Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 12-91512) in New Albany, Indiana on
July 10, 2012.  Indiana Steel and Tube operates a cold roll steel
mill producing high quality steel tubing in Brownstown, Indiana.

The Debtor in early January 2012 began to experience some working
capital issues and an inventory imbalance.  Senior management made
a decision to liquidate some inventory in order to create
additional working capital liquidity.  By the end of February 2012
it became evident to senior management that while a portion of the
finished goods inventory had been liquidated the liquidity issue
had not improved and that there was a discrepancy between the
actual and book inventory.  Accounting firm Agresta, Storms &
O'Leary, PC, which was enlisted by the Debtor, discovered the
inventory discrepancy was substantial.  The Debtor notified its
lender Indiana Bank & Trust Co. of the issue, and continued to
investigate the issue with Agresta. The Debtor's investigation is
still ongoing.

As a result of the Debtor's inventory discrepancy, its cash
availability with IBT was significantly reduced.  Although IBT has
worked with the Debtor in stabilizing operations, the Debtor needs
additional liquidity to fill customer orders and reach optimal
operational efficiency.

The Debtor filed for Chapter 11 to obtain a better forum to seek
additional operating capital either through a sale or third party
investor.

Judge Basil H. Lorch III presides over the case.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Dillard
Wittymore, III, chief executive officer.


INTERNATIONAL HOME: Settlement with FirstBank Puerto Rico OK'd
--------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico approved a settlement agreement/
stipulation as to the use of cash collateral entered between
debtors International Home Products Inc., et al., and lender
FirstBank Puerto Rico.

The terms of the agreement include, among other things:

   1. The Debtors will limit their request for cash collateral to
      the use and sale of the inventory of IHP and HDI, free and
      clear of all liens.

   2. As adequate protection, the Debtors will make cash payments
      to FBPR equal to the indubitable equivalent of the items
      needed from the IHP and HDI inventory as per the value at
      cost of each unit.  FBPR will release any liens it may have
      over the specific inventory items for which it receives
      payment from Debtors.

   3. The Debtors agree to pay FBPR $196,570, for the first
      partial release of IHP's inventory, free and clear of liens.

   4. The funds available for the initial cash payments to FBPR
      for the partial release of IHP's and HDI's inventory, free
      and clear of liens, will come primarily from postpetition
      secured financing.

A copy of the settlement is available for free at
http://bankrupt.com/misc/INTLHOME_cashcoll_settlement.pdf

As reported in the Troubled Company Reporter on June 7, 2012, as
adequate protection for the use of its cash collateral, the
Lender is granted adequate protection liens on all property of the
Debtor's estate to secure an amount of Prepetition Debt equal to
any decrease in the value of the Lender's interest in the
Prepetition Collateral occurring subsequent to the Petition Date.

The Debtor must be able to purchase inventory and pay employees
and vendors to maintain operations.  If the Debtor is unable to
purchase new inventory and pay its employees it will have to cease
operations and lay off more than 266 employees.

The Debtor has tried to negotiate with First Bank for the use of
the alleged cash collateral but the parties have been unable to
reach an agreement and the bank is requesting additional real
estate from third parties as collateral.  With respect to the line
of credit number, which is guaranteed by the account receivables
and inventory, the value of the collateral exceeds the amount of
the debt by $17,045,886.  Therefore, there is sufficient equity
cushion to adequately protect First Bank from any loss in the
value of the same.

First Bank-Puerto Rico, as secured creditor, has earlier opposed
the use by the Debtor of the Bank's cash collateral due to the
lack of adequate protection for its interest in the Cash
Collateral.  Furthermore, the Debtor has incurred and continues to
incur in wrongful acts that place the Bank's Cash Collateral in
considerable risk.  Without adequate protection, and absent a
viable reorganization strategy, the Bank's Cash Collateral will
diminish post-petition as a result of Debtor's deteriorating
financial condition.

A copy of the budget is available for free at:

    http://bankrupt.com/misc/INTERNATIONALHOME_cash coll.pdf

In a separate filing, the Court authorized the Debtors, to obtain
postpetition secured financing.  The Court also ordered that all
repayment obligations be afforded superpriority status.

                About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


IVEDA SOLUTIONS: Had $795,100 Net Loss in First Quarter
-------------------------------------------------------
Iveda Solutions, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $795,141 on $710,825 of revenue for the
three months ended March 31, 2012, compared with a net loss of
$440,517 on $283,903 of revenue for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$3.79 million in total assets, $2.04 million in total liabilities,
and stockholders' equity of $1.75 million.

As reported in the TCR on April 9, 2012, Albert Wong & Co., in
Hong Kong, expressed substantial doubt about Iveda Solutions'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
"In addition, the Company continues to experience negative cash
flows from operations."

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

                       http://is.gd/7H1xEi

Iveda Solutions, Inc., is a premier online surveillance technology
innovator and Managed Video Services provider.  Based in Mesa,
Ariz., with a subsidiary in Taiwan (MEGAsys), the Company develops
and markets enterprise-class video hosting and real-time remote
surveillance services.  Iveda Solutions has a SAFETY Act
Designation by the Department of Homeland Security as a Qualified
Anti-Terrorism Technology provider.


J & J DEVELOPMENTS: Kansas Convenience Stores File Chapter 11
-------------------------------------------------------------
J & J Developments Inc. filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.

The Debtor filed on the petition date motions to use cash
collateral, maintain its bank accounts, pay wages, and bar
utilities from discontinuing services.  The Debtor also filed an
application to employ Redmond & Nazar, LLP, as attorney.

The Debtor is a real estate holding company holding title to real
estate in more than 20 locations in Kansas.  Many of those
locations contain convenience stores.

The Debtor is requesting an expedited hearing on the first day
motions.  The Debtor says there is an immediate and irreparable
need for the use of the funds generated to pay the wages, salaries
and utility expenses and to deal with certain issues involving
maintenance of bank accounts.  The Debtor must use the proceeds
generated during the operation of the business in order to meet
the ordinary necessary operating expenses, wages and rents, so
that it may continue to operate its business in a normal fashion.


JAMES RIVER: BlackRock Stake Down to 6.33% as of June 29
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
June 29, 2012, it beneficially owns 2,275,988 shares of common
stock of James River Coal Co. representing 6.33% of the shares
outstanding.

BlackRock previously reported beneficial ownership of
4,178,413 common shares or a 11.72% equity stake as of Dec. 30,
2011.

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

                        http://is.gd/PMcsw7

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company reported a net loss of $39.08 million in 2011,
compared with net income of $78.16 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.36
billion in total assets, $984.91 million in total liabilities and
$383.57 million in total shareholders' equity.

                           *     *     *

As reported by the TCR on June 28, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Richmond, Va.-
based James River Coal Co. to 'CCC+' from 'B-'.

"The downgrade reflects our assessment that market demand for coal
has deteriorated such that we expect James River Coal's
performance will likely be materially lower than we previously
expected," said Standard & Poor's credit analyst Megan Johnston.

In April 2012, Moody's Investors Service affirmed the company's B3
corporate family rating (CFR) and SGL-3 speculative grade
liquidity rating, indicating an adequate liquidity position.  The
B3 CFR is principally constrained by a high cost position, high
leverage, meaningful decrease in thermal coal prices, and
likelihood of margin compression in thermal coal business as
existing contracts roll off over the next year. The ratings also
consider relatively high thermal coal inventories and generally
stagnant coal demand at the power utilities.


JOHN PATRICK RAYNOR: Nebraska Court Rejects Contempt Bid
--------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney declined to grant the request
of John Patrick Raynor for contempt against a former business
partner turned adversary.

Because of financial problems with one of his investments, John
Raynor, an attorney and investor, filed a Chapter 11 case (Bankr.
D. Neb. Case No. 04-83112) in 2004.  The bankruptcy case was
converted to Chapter 7 and Mr. Raynor received a discharge of his
pre-petition obligations in 2005.

One of the businesses he invested in was A & G Precision Parts LLC
and a related entity, A & G Precision Parts Finance LLC.  Both of
these entities were limited liability companies and, initially, he
was a member of the LLC.  Five Points Bank in Grand Island,
Nebraska, loaned funds to the companies and Mr. Raynor and other
investors, including plaintiff Dennis Walker, signed a note to
Five Points Bank on behalf of the LLC in their personal
capacities.  Mr. Raynor's obligation was discharged in the 2005
bankruptcy case.

The bankruptcy case is still not closed and the trustee/estate
owns Mr. Raynor's interest in A & G.

In 2008, Mr. Raynor signed a note to First State Bank which
refinanced the Five Points Bank note.  The note to First State
Bank was eventually defaulted upon and First State Bank looked
first to Mr. Walker for payment.

In 2009, Mr. Walker and the LLCs sued Mr. Raynor in the bankruptcy
case in an attempt to set aside the discharge with regard to the
obligation to Mr. Walker and the bank or, alternatively, for a
finding that the discharge was not binding upon Mr. Walker because
Mr. Walker was not listed as a creditor and did not receive
official notice of the bankruptcy case.  The court found that Mr.
Walker had actual notice of the bankruptcy case and dismissed the
adversary case, Adv. Proc. No. A09-8015.

First State Bank sued Mr. Walker on the note.  Mr. Walker then
settled with First State Bank and took over the lawsuit in state
court.  An amended complaint was filed naming Mr. Raynor which
included not only Mr. Raynor's obligation on the First State Bank
note, but other claims against Mr. Raynor which pre-dated his
bankruptcy.

Mr. Raynor moved to reopen the adversary proceeding, A09-8015, for
the purpose of bringing a contempt of court action for violating
the discharge injunction.  Mr. Walker, by counsel, resisted the
reopening of the adversary proceeding and filed an affidavit
alleging that the state court case did not deal with discharged
debt.

After a hearing, the adversary proceeding was reopened and
eventually Mr. Raynor filed a motion in the adversary proceeding
requesting that the court find Mr. Walker, his attorney Diana
Vogt, and the Sherrets law firm in contempt for their actions in
state court violating the discharge injunction and their actions
in the bankruptcy court by filing false affidavits.  The court
held a hearing on the motion on affidavit evidence.  Mr. Walker's
affidavit was admitted.  It claimed Mr. Raynor had caused Mid City
Bank to forward Mr. Walker's financial statement to First State
Bank at the time of refinancing the Five Points Bank note, and
that Mr. Raynor did so without the authority of Mr. Walker.

In her testimony, Ms. Vogt admitted the first amended complaint
violated the discharge injunction. She also admitted that she
filed one or more erroneous affidavits in the bankruptcy court
before she recognized the drafting error in the complaint.

Judge Mahoney agrees there was a violation of the discharge
injunction and that one or more erroneous affidavits have been
filed by Ms. Vogt.  "I further find that, at the time she filed
the erroneous affidavits, she did not realize her statements were
in error. I find that the inclusion of inaccurate statements was
not intentional. I further find that Mr. Raynor has shown no
evidence of harm, other than the expenditure of his time to bring
the matters to Ms. Vogt's attention," Judge Mahoney said.

According to Judge Mahoney, the failure to supervise an associate
and read the final draft of the state court complaint before
filing it and continuing failure to read it even after Mr. Raynor
brought the pre-petition claims to her attention are serious
mistakes by Ms. Vogt.  However, viewed in light of the
circumstances as explained by her under rigorous examination by
Mr. Raynor, such mistakes are not in the nature of contempt of
court.

The case is A & G PRECISION PARTS, an Oregon LLC; A & G PRECISION
PARTS FINANCE, a South Dakota LLC; and DENNIS WALKER, individually
and as a member of A & G Precision Parts and A & G Precision Parts
Finance, Plaintiffs, v. JOHN RAYNOR, Defendant, A09-8015-TJM
(Bankr. D. Neb.).  A copy of the Court's July 12, 2012 Order is
available at http://is.gd/53gVOvfrom Leagle.com.


KIM'S PROVISION: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kim's Provision Co., Inc.
        Hunts Point Coop Market, Building G-2
        Bronx, NY 07102

Bankruptcy Case No.: 12-27247

Chapter 11 Petition Date: July 10, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Sangwon D. Sohn, Esq.
                  SANGWON D. SOHN, ATTORNEY AT LAW
                  2071 Lemoine Avenue, Suite 301
                  Fort Lee, NJ 07024
                  Tel: (201) 947 5225
                  Fax: (201) 947-5355
                  E-mail: SWDSohn@Gmail.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-27247.pdf

The petition was signed by Ki Kim, president.


LDK SOLAR: Owns 71.4% of Solar Power Common Shares
--------------------------------------------------
LDK Solar Co. Ltd., disclosed in an amended Schedule 13D filing
with the U.S. Securities and Exchange Commission that, as of
June 27, 2012, it beneficially owns 141,517,570 shares of common
stock of Solar Power, Inc., representing 71.4% of the shares
outstanding. A copy of the filing is available for free at:

                        http://is.gd/w0TKDR

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

The Company's balance sheet at March 31, 2012, showed US$6.63
billion in total assets, US$5.96 billion in total liabilities,
US$228.21 million in redeemable non-controlling interests and
US$447.32 million in total equity.


LEVEL 3: Board Determines BlackRock as "Exempt Person"
------------------------------------------------------
The Board of Directors of Level 3 Communications, Inc., determined
that BlackRock, Inc., and those of its subsidiaries, which act, or
may in the future act, as managers or investment advisors of
various investment funds and accounts are collectively an "Exempt
Person" pursuant to clause (iv) of the definition of that term in
the Company's Rights Agreement, dated as of April 10, 2011,
between the Company and Wells Fargo Bank, N.A., as rights agent.

The Rights Agreement is in place to deter acquisitions of the
Company's common stock, par value $.01 per share, that would
potentially limit the Company's ability to use its built-in losses
and any resulting net loss carryforwards to reduce potential
future federal income tax obligations.  In general terms, the
rights issued under the Rights Agreement impose a significant
penalty to any person, together with its affiliates, that acquires
more than 4.9% of the Common Stock, unless that person is an
"Exempt Person" or is otherwise excluded from the Rights
Agreement.

BlackRock has affirmatively agreed that (i) neither BlackRock nor
any of the Funds will acquire beneficial ownership of more than
4.9% of the Common Stock and (ii) the Funds do not have any formal
or informal understanding among themselves, or with BlackRock, to
make "coordinated acquisitions" of Common Stock such that they
would be treated as a single "entity" within the meaning of
Section 1.382-3(a)(1) of the regulations of the Department of the
Treasury.  The Board determined to include the BlackRock Investors
within the definition of "Exempt Person" so long as they remain in
compliance with those agreements.

                   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.


LOCATION BASED TECH: Has $1.83 Million Net Loss in May 31 Quarter
-----------------------------------------------------------------
Location Based Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.83 million on $133,716 of
revenue for the three months ended May 31, 2012, compared with a
net loss of $1.19 million on $4,575 of revenue for the three
months ended May 31, 2011.

For the nine months ended May 31, 2012, the Company reported a net
loss of $5.07 million on $368,440 of revenue, compared with a net
loss of $5.27 million on $9,442 of revenue for the nine months
ended May 31, 2011.

The Company's balance sheet at May 31, 2012, showed $7.64 million
in total assets, $5.44 million in total liabilities, $499,387 of
commitments and contingencies, and stockholders' equity of $1.70
million.

"The Company has incurred net losses since inception, and as of
May 31, 2012, had an accumulated deficit of $42,125,209.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern."

As reported in the TCR on Dec. 2, 2011, Comiskey & Company, in
Denver Colorado, expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Aug. 31, 2011.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$37,000,000.  "There is no established sales history for the
Company's products, which are new to the marketplace."

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

                       http://is.gd/oFTDal

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.


CONFORCE INTERNATIONAL: Recurring Losses Cue Going Concern Doubt
----------------------------------------------------------------
Conforce International Inc. filed on July 13, 2012, its annual
report on Form 10-K for the fiscal year ended March 31, 2012.

BDO Canada LLP, in Markham, Ontario, expressed substantial doubt
about Conforce's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
losses and its ability to continue as a going concern will depend
on its ability to generate positive cash flows from operations or
secure additional financing.

The Company reported a net loss of US$3.81 million on US$107,122
of product revenue for fiscal 2012, compared with a net loss of
US$2.11 million on US$305,824 of product revenue for fiscal 2011.

The Company's balance sheet at March 31, 2012, showed
US$4.94 million in total assets, US$2.08 million in total
liabilities, and stockholders' equity of US$2.86 million.

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

                       http://is.gd/l6oiBS

Concord, Ontario-based Conforce International Inc. has developed a
polymer based composite flooring system for the transportation
industry trademarked under the name EKO-FLOR through its 100%
owned subsidiary Conforce Container Corporation.  The composite
flooring product has been designed to provide an environmentally
friendly product to increase ocean-going container and highway
trailer performance while reducing overall costs.


MARTIN MARIETTA: Moody's Assigns 'Ba1' CFR/PDR; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Martin Marietta Materials,
Inc.'s senior unsecured ratings to Ba1 from Baa3, downgraded its
commercial paper rating to Not-Prime from Prime-3. In addition,
Moody's has assigned the company a Ba1 Corporate Family Rating, a
Ba1 Probability of Default Rating, and an SGL-3 Speculative Grade
Liquidity Rating. The outlook is negative. This concludes the
review for possible downgrade initiated on December 12, 2011.

The following rating actions were taken:

Corporate family rating, Ba1 assigned;

Probability of default rating, Ba1 assigned;

Senior unsecured ratings, downgraded to Ba1, LGD4-56% from Baa3;

Commercial paper rating, downgraded to Not-Prime from Prime-3;

Speculative grade liquidity rating, SGL-3 assigned;

Negative outlook.

Rating Rationale

The downgrade results from elevated financial leverage, soft
interest coverage, liquidity risks, and management's willingness
to take on greater financial and strategic risk than previously
presumed. The downgrade reflects adjusted debt-to-EBITDA leverage
that stands above 3.5x and EBIT-to-interest coverage that remains
below 4x. The company's covenant compliance cushion appears tight
in light of current leverage levels and anticipated step-downs in
its covenant test. Martin Marietta's evidences willingness to take
on greater financial and strategic risk than previously presumed
as indicated by its unsolicited bid for Vulcan Materials Company.
The rating incorporates the risk that the company may re-initiate
its bid for Vulcan once allowed to do so, or may seek other,
potentially debt financed, acquisitions to bolster languishing
organic growth.

Martin Marietta's Ba1 ratings benefit from the company's position
as one of the North America's leading aggregates producers;
typically stable operating performance in most, but not all
economic scenarios; and diverse end-markets including public,
private residential and non-residential construction. However,
Moody's notes its diversity did not fully mitigate against the
nation-wide declines in private residential and non-residential
construction experienced during the most recent recession.
Elevated financial leverage and cyclical weakness constrain the
rating. The company lacks multinational diversity, as it
effectively derives all of its income from operations in North
America. The company is smaller in scale than more highly rated
building materials companies. Declining public sector construction
activity, and still weak private construction levels also present
credit risks.

SGL-3 speculative grade liquidity rating reflects Martin
Marietta's adequate liquidity profile, supported by the
availability of $213 million under its unsecured revolving credit
facility due 2015, absence of near-term debt maturities, and
Moody's expectation that the company will remain operating cash
flow positive over the next twelve months. Liquidity, however, is
constrained by a rather low cash balance of $45 million at March
31, 2012, moderate covenant clearance levels, and pending covenant
test level tightening over the next several quarters.

The negative outlook reflects Martin Marietta's limited covenant
cushion and available credit, future acquisition risk, and
generally soft operating conditions despite improved first quarter
performance and recent multi-year federal highway reauthorization.
The rating would be placed under review for downgrade in the event
that the company reinitiates its acquisition attempt for Vulcan
Materials Company.

Material debt reduction and improved and sustained operating
margins and cash flow, would lead to upward rating consideration.
Adjusted debt-to-EBITDA trending below 3.0x and adjusted EBIT-to-
interest expense consistently above 4.0x, and rebuilding abundant
liquidity would support positive rating pressure.

Martin Marietta's ratings could be pressured in the event that the
company's liquidity deteriorated or if stressed conditions in the
end markets cause a negative impact on credit metrics, including
adjusted debt-to-EBITDA exceeding 4.0x and adjusted EBIT-to-
interest expense declining below 2.5x. The rating would likely be
downgraded in the event that Martin Marietta completed an
acquisition of Vulcan Materials company along the lines previously
considered.

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

Headquartered in Raleigh, North Carolina, Martin Marietta
Materials, Inc. is one of the leading United States producers of
aggregates for infrastructure, commercial, agricultural and
residential construction. Aggregates account for nearly 90% of the
company's revenues. The company also manufactures magnesia-based
chemical products, and dolomitic lime in its Specialty Products
segment. In the LTM period ending March 31, 2012 Martin Marietta
generated approximately $1.8 billion in revenues.


MDC 4 LLC: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MDC 4, LLC
        2070 South Orange Blossom Trail
        Apopka, FL 32703

Bankruptcy Case No.: 12-09389

Chapter 11 Petition Date: July 11, 2012

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

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-09389.pdf

The petition was signed by Kenneth L. Wood, managing member.

Affiliates that previously filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
G.W. Partners, Ltd. 1                  12-02046   02/17/12
G.W. Partners, Ltd. 2                  12-02046   02/17/12
G.W. Partners, Ltd. 3                  12-02047   02/17/12
MDC 2, LLC                             12-09323   07/10/12
MDC 5, LLC                             12-04678   04/09/12
MDC 9, LLC                             12-02048   02/17/12


MILESTONE SCIENTIFIC: Four Directors Elected at Annual Meeting
--------------------------------------------------------------
Milestone Scientific Inc. held its 2012 annual meeting of
stockholders on June 6, 2012.  At that meeting, stockholders:

   * elected four incumbent directors to serve until the next
     annual meeting of the Company's stockholders or until their
     respective successors have been duly elected and qualified,
     namely (1) Leslie Bernhard, (2) Leonard A. Osser, (3) Pablo
     Felipe Serna Cardenas, and (4) Leonard M. Schiller; and

   * approved, on an advisory basis, the appointment of Holtz
     Rubenstein Reminick, LLP, as the Company's independent
     auditors for the 2012 fiscal year.

                    About Milestone Scientific

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.

In its report on the Company's 2011 financial results, Holtz
Rubenstein Reminick LLP, 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 suffered recurring
losses from operations since inception.

The Company reported a net loss of $1.48 million in 2011, compared
with a net loss of $614,508 in 2010.

The Company's balance sheet at March 31, 2012, showed
$6.47 million in total assets, $4.62 million in total liabilities
and $1.85 million in total stockholders' equity.


MMD HOTEL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: MMD Hotel Kilgore LP
        dba Manor Inn
        fdba Ramada Inn of Kilgore
        3501 Highway 259 North
        Kilgore, TX 75662

Bankruptcy Case No.: 12-60579

Chapter 11 Petition Date: July 10, 2012

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

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  ARTHUR I. UNGERMAN, ATTORNEY AT LAW
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.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 Mahesh Patel, managing partner.


MOUNTAIN PROVINCE: Closes Transfer of North Property to Kennady
---------------------------------------------------------------
Mountain Province Diamonds Inc. has completed the plan of
arrangement on July 6, 2012, pursuant to which Mountain Province
transferred the Kennady North property to Kennady Diamonds Inc.

Upon completion of the transfer of the Kennady North property and
working capital of C$3M to Kennady Diamonds in exchange for
16,143,111 shares of Kennady Diamonds, Mountain Province
distributed the shares of Kennady Diamonds to Mountain Province
shareholders on the basis of one Kennady Diamonds' share for every
five shares of Mountain Province held by shareholders.

Shareholders entitled to receive Kennady Diamonds shares will
receive evidence of the electronic registration of ownership of
the Kennady Diamonds shares under the Direct Registration System
adopted by the Transfer Agent, as soon as practicable following
the Effective Date.

Mountain Province shareholders voted in favor of the special
resolution on April 25, 2012, approving the Arrangement.  The
Court issued a final order approving the Arrangement on April 30,
2012.  The Arrangement also received conditional approval of the
Toronto Stock Exchange on May 25, 2012.  The TSX Venture Exchange
conditionally approved the listing of the Kennady Diamonds shares
on June 8, 2012.  Kennady Diamonds has been listed on the TSX
Venture Exchange under the symbol KDI, and begins trading July 10,
2012.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet at March 31, 2012, showed
C$66.84 million in total assets, C$13.13 million in total
liabilities, and C$53.70 million in total shareholders' equity.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

After auditing the financial statements for the year ended Dec.
31, 2011, KPMG LLP, in Toronto, Canada, noted that the Company has
incurred a net loss in 2011 and expects to require additional
capital resources to meet planned expenditures in 2012 that raise
substantial doubt about the Company's ability to continue as a
going concern.


MPG OFFICE: KPMG Mortgage Loan Extended 1 Year to October 2013
--------------------------------------------------------------
MPG Office Trust, Inc., has extended the maturity date of its
mortgage loan at KPMG Tower in Downtown Los Angeles for an
additional one year, to Oct. 9, 2013.

As part of the extension, the Company repaid $35 million of
principal, which reduced the outstanding loan balance from $400
million to $365 million.  Additionally, the Company funded a $5
million leasing reserve and agreed to a full cash sweep of excess
operating cash flow beginning on Sept. 9, 2012.  Excess operating
cash flow (cash flow after the funding of certain reserves, the
payment of property operating expenses and the payment of debt
service) will be applied to fund a $1.5 million capital
expenditure reserve, to fund an additional $5 million into the
leasing reserve, and thereafter, to reduce the outstanding
principal balance of the loan.

The interest rate on the loan is LIBOR plus 1.65%.  Beginning on
Oct. 10, 2012, the $320.8 million A-Note will bear interest at
LIBOR plus 3.00% and the $44.2 million B-Note will bear interest
at LIBOR plus 5.10%.

                       About MPG Office Trust

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

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

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

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


MPG OFFICE: BlackRock Equity Stake Down to 2.48%
------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
June 29, 2012, it beneficially owns 1,258,484 shares of common
stock of MPG Office Trust Inc. representing 2.48% of the shares
outstanding.

BlackRock previously reported beneficial ownership of
2,990,764 common shares or a 5.86% equity stake as of Dec. 30,
2011.

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

                        http://is.gd/fqzeuC

                       About MPG Office Trust

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

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

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

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


NAVISTAR INTERNATIONAL: Renews Note Purchase Agreement with BofA
----------------------------------------------------------------
Navistar Financial Securities Corporation, as Seller, Navistar
Financial Corporation, as Servicer, Liberty Street Funding LLC, as
a Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent
and a Committed Purchaser, and Bank of America, National
Association, as a Managing Agent, the Administrative Agent and a
Committed Purchaser, entered into the Fourth Amendment to Note
Purchase Agreement, dated July 12, 2012.  The Fourth Amendment
renews the Note Purchase Agreement, dated April 16, 2010, as
amended, increases the spread charged by BofA in specified
circumstances.  A copy of the Fourth Amendment is available for
free at http://is.gd/RCNbkw

Navistar Financial Dealer Note Master Owner Trust, as Issuer, and
The Bank of New York Mellon, as Indenture Trustee, entered into
Amendment No. 2 to Series 2010-VFN Indenture Supplement, dated
July 12, 2012.  Amendment No. 2 increases the credit enhancement
with respect to the Series 2010-VFN Notes issued pursuant to the
Series 2010-VFN Indenture Supplement, dated April 16, 2010, as
amended, between the Master Trust and the Indenture Trustee, and
makes certain other changes to the Series 2010-VFN Indenture
Supplement.  A full-text copy of the Second Amendment is available
for free at http://is.gd/m0vKma

                    About Navistar International

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

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

                           *     *     *

Navistar has 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

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

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.


NAVISTAR INTERNATIONAL: Carl Icahn Hikes Ownership to 13.2%
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Carl C. Icahn and his affiliates disclosed
that, as of July 11, 2012, they beneficially own 9,038,814 shares
of common stock of Navistar International Corporation representing
13.19% of the shares outstanding.

Mr. Icahn previously reported beneficial ownership of
8,134,626 common shares or a 11.87% equity stake as of June 7,
2012.

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

                        http://is.gd/VryayF

                   About Navistar International

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

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

                           *     *     *

Navistar has 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

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

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.


NAVISTAR INTERNATIONAL: M. Rachesky Stake Rises to 14.9%
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that, as of July 9, 2012, they beneficially own
10,250,000 shares of common stock of Navistar International
Corporation representing 14.95% of the shares outstanding.

Mr. Rachesky previously reported beneficial ownership of
9,335,837 common shares or a 13.6% equity stake as of June 21,
2012.

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

                        http://is.gd/CMNC9h

                    About Navistar International

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

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

                           *     *     *

Navistar has 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

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

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.

"The downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.


NORMAN CAY: Had $328,900 Net Loss in Jan. 31 Quarter
----------------------------------------------------
Norman Cay Development, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $328,876 for the three months ended
Jan. 31, 2012, compared with a net loss of $19,927 for the three
months ended Jan. 31, 2011.

For the nine months ended Jan. 31, 2012, the Company reported a
net loss of $659,555, compared with a net loss of $80,589 for the
nine months ended Jan. 31, 2011.

During the periods ended Jan. 31, 2012, and 2011, the Company did
not earn any operating revenues.

The Company's balance sheet at Jan. 31, 2012, showed
$4.66 million in total assets, $297,211 in total liabilities, and
stockholders' equity of $4.36 million.

"As of Jan. 31, 2012, the Company has not recognized any revenue,
and has an accumulated deficit of $765,874.  The continuation of
the Company as a going concern is dependent upon the continued
financial support from its management, and its ability to identify
future investment opportunities and obtain the necessary debt or
equity financing, and generating profitable operations from the
Company?s future operations.  These factors raise substantial
doubt regarding the Company's ability to continue as a going
concern."

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

                       http://is.gd/eNUvzJ

Stevensville, Michigan-based Norman Cay Development, Inc., was
incorporated in the State of Nevada on April 29, 2010.  The
Company is an Exploration Stage Company, as defined by Financial
Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 915, Development Stage Entities.  On Sept. 2,
2011, the Company entered into a share exchange agreement with
Discovery Gold Ghana Limited, a company organized under the laws
of the country of Ghana.  Under the terms of the agreement, the
Company acquired 100% of the issued and outstanding shares of
Discovery in exchange for $100,000 and 17,500,000 common shares of
the Company.

On Sept. 1, 2011, the Company discontinued its intention of being
a retailer or wireless telephones and service plans and changed
its operating focus to the acquisition and development of mineral
properties in the country of Ghana.


NORTEL NETWORKS: Settles Disputed Lease Claim for 14%
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nortel Networks Inc. settled a $76.7 million lease-
termination claim for $10.7 million.  The Debtor terminated a
lease two years ago for a property in Research Triangle Park,
North Carolina.  The trust that owns the property later filed an
unsecured claim for $76.7 million and a separate claim of $293,000
as an expense of the Chapter 11 case to be paid in full.

According to the report, Nortel negotiated a settlement giving the
owner an approved unsecured claim for $10.7 million, along with a
$73,000 Chapter 11 expense claim. The smaller claim is to be paid
in full. The settlement comes to bankruptcy court for approval on
Aug. 1.

The claim dispute with U.K. pension regulators for a European
branch won't be resolved until September, at the earliest.

                         Foreign Pensions

Mr. Rochelle also reports that at a hearing last week, the
bankruptcy judge directed the foreign pension authorities to file
papers by Sept. 5 providing details regarding the claim, along
with supporting documentation.  The regulators contend Nortel owes
$3.1 billion on underfunded pension plans.

According to the report, the foreign pension dispute is revving up
as a result of a courthouse victory that Nortel won in June when
the U.S. Supreme Court refused to hear an appeal.  The U.S. Court
of Appeals in Philadelphia had blocked the foreign pension
regulators from using courts abroad to determine liability on the
pension claims.

                       About Nortel Networks

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTH BY NORTHWEST: Files for Chapter 11 in Georgia
----------------------------------------------------
North by Northwest LLC filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-42087) in Rome, Georgia on July 12,
2012.

The Debtor estimated assets of up to $50 million and liabilities
of up to $10 million.  The Debtor owns surface and mineral at
Valley District, Fayette County, West Virginia, worth $12.5
million, and secures a $3.05 million debt to Macon Bank.

The Debtor says it has equitable interest in the lawsuit, E. John
Hosch against Wachovia Bank, Michael Prozer, Exchange Agent
pending Federal Court in Rome, Georgia.

The Debtor reported income of $50,000 from a timber contract in
2010 and $240,000 from a sales contract in 2011.

Jim Knight, Esq., at Thomas F. Tierney, P.C., in Peachtree City,
Georgia, serves as counsel.

According to the case docket, the Chapter 11 Plan and Disclosure
Statement are due Jan. 8, 2013.


NORTHERN BERKSHIRE: Completes Chapter 11 Reorganization Plan
------------------------------------------------------------
Northern Berkshire Healthcare Inc. has successfully completed a
Chapter 11 plan of reorganization.  The investment banking group
of Carl Marks Advisory Group LLC served as financial advisor to
the system.

Northern Berkshire Healthcare operates Northern Adams Regional
Hospital Inc., a full-service community hospital with 109 beds and
12 bassinets located in North Adams, in addition to a visiting
nurses association and physicians practice.  The hospital was
founded in 1884 and has been an integral part of the community for
more than 125 years.  Due to an over-leveraged balance sheet,
losses associated with the acquisition, expansion and subsequent
sale of a continuing care retirement community, and a decline in
revenues due to national and local economic factors, the
healthcare system was unable to support its approximately $43
million in secured bond debt and significant legacy obligations.

Carl Marks managed Northern Berkshire Healthcare's restructuring
and bankruptcy process, rightsizing the capital structure to
improve future liquidity for the system.  Carl Marks and Ropes &
Gray LLP, counsel to Northern Berkshire, worked to forge a
complex, multi-party consensual plan of reorganization with its
secured noteholders, municipal bond insurer, indenture trustee and
unsecured creditors, including the Pension Benefit Guarantee
Corporation.  As a result of the restructuring, Northern Berkshire
Healthcare will continue to provide healthcare to a community of
approximately 43,000 people.

"We are honored to have served Northern Berkshire Healthcare in
its successful reorganization, which preserves its mission of
providing continuing healthcare services to the community," said
Mark L. Claster, partner of Carl Marks Advisory Group and
president of its parent company, Carl Marks & Co.  "The healthcare
industry is experiencing unprecedented challenges economically due
to severe curtailment of government support. Nonetheless, the need
for quality healthcare is essential.  We are pleased to have
facilitated this outcome."

"Carl Marks' leadership and experience was crucial to negotiating
a successful resolution with multiple constituencies," said
William Frado Jr., chief executive officer and president of the
board of trustees of Northern Berkshire Healthcare.  "We are
thankful for their role and assistance."

The Carl Marks team was led by Mark Claster, Christopher Wu, Scott
Webb and Matt McInerney.  Steven Hoort, James Wright and Jonathan
Lackow of Ropes & Gray served as counsel to the debtor.

                     About Northern Berkshire

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

The Debtors obtained confirmation of their Chapter 11 plan on
April 10, 2012.  According to the Troubled Company Reporter on
June 8, 2012, Northern Berkshire Healthcare said on June 5, 2012,
it has emerged from Chapter 11 reorganization.


OCALA FUNDING: Seeks Court Approval to Hire Proskauer Rose
----------------------------------------------------------
Ocala Funding, LLC, filed a formal application to employ Proskauer
Rose LLP as chapter 11 counsel.  The primary attorneys anticipated
to work on this engagement are Jeff Marwil, Esq., Paul Possinger,
Esq., and Jeremy Stillings, Esq.

Mr. Marwil is a partner at Proskauer with over 25 years of
experience specializing in bankruptcy and creditors' rights.  Mr.
Marwil has extensive experience in serving as a court-appointed
fiduciary, including as trustee for the Bayou Hedge Fund
Litigation Trust and as receiver for the Church Extension of the
Church of God.  Mr. Possinger is a partner at Proskauer with over
18 years of experience specializing in bankruptcy and creditors'
rights.  Mr. Stillings is an associate at Proskauer with eight
years of experience in bankruptcy and creditors rights.

Proskauer will charge for its legal services on an hourly basis in
accordance with its hourly rates:

          Partner                     $550 - $1,200;
          Senior Counsel              $450 ? $1,050;
          Associate                   $205 ? $795; and
          Paraprofessionals           $100 ? $315.

Mr. Marwil's hourly rate is $975; Mr. Possinger's hourly rate is
$850; and Mr. Stillings' hourly rate is $700.  Also expected to
devote significant time to representing the Debtor in the Chapter
11 Case is paralegal Melissa Hagan, whose hourly rate is $235.

Mr. Marwil attests that Proskauer's partners and associates do not
hold or represent any interest adverse to the Debtor and that
Proskauer and each of its partners and associates is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.

                      Plan Support Agreement

Prior to the bankruptcy filing, Ocala entered into extensive
negotiations with BofA as prepetition indenture trustee, Deutsche
Bank AG, BNP Paribas Mortgage Corp., the FDIC and the TBW Plan
Trust with respect to a consensual plan of liquidation for the
Debtor, the funding of the Debtor's Chapter 11 case, and certain
related matters relating to the administration of the Chapter 11
case and the settlement of certain disputes, the result of which
was the parties' execution of a Restructuring and Plan Support
Agreement.  Among other things, the RSA provides that:

  (a) Within 90 days after commencement of the Chapter 11 Case,
      the Debtor will file a chapter 11 plan of liquidation that
      will provide, among other things, for

       (i) the transfer of all remaining mortgage loans and cash
           collateral proceeds thereof to DB and BNPP,

      (ii) the increase of the TBW Claim to $1,750,000,000
           (recoveries of which shall be allocated 90% to DB and
           BNPP, and 10% to the FDIC),

     (iii) payment of up to 25% of the general unsecured claims
           (excluding unsecured deficiency claims of DB and BNPP
           and the claims of the FDIC), not to exceed $250,000 in
           the aggregate,

      (iv) the allocation of the proceeds of any fraudulent
           conveyance and other unencumbered actions of the
           Debtor's estate 25% to the FDIC (as receiver for
           Colonial) and 75% to DB and BNPP, and

       (v) the transfer of all claims and causes of action of the
           Debtor, including with respect to Deloitte and
           fraudulent conveyances or other avoidance actions, to a
           post-confirmation litigation trust for prosecution. The
           Ocala Plan must be confirmed and become effective
           within 160 days after the Petition Date.

  (b) The Ocala Litigation Trust shall be governed by an oversight
      committee consisting of designees from DB, BNPP and the
      FDIC.  Approval of material decisions of the Ocala
      Litigation Trustee (including retention of counsel and
      commencement and settlement of any claim of the Debtor's
      estate) will require the approval of the designee of DB and
      one or both of the designees of BNPP and the FDIC.  Mr.
      Lauria will be the initial trustee of the Ocala Litigation
      Trust.


OCALA FUNDING: Wants to Hire Stichter Riedel as Local Counsel
-------------------------------------------------------------
Ocala Funding, LLC, asks the Court for permission to employ
Stichter, Riedel, Blain & Prosser, P.A. as local bankruptcy
counsel.

Stichter Riedel has represented debtors in some of the largest
Chapter 11 cases ever filed in the Middle District of Florida,
including (a) Hillsborough Holdings Corp., f/k/a The Jim Walter
Corporation, and its 32 subsidiaries, which had combined assets
and liabilities of more than $3 billion; (b) Koger Properties,
Inc., a New York Stock Exchange company at the time of filing with
assets and liabilities of more than $500 million; The Koger
Partnership, Ltd., a publicly traded limited partnership with
assets and liabilities of more than $200 million; Bicoastal
Corporation, f/k/a The Singer Company, a corporation with assets
in excess of $500 million and over $2 billion in asserted claims;
Lykes Bros. Steamship Co., Inc., the third largest U.S. Flag
international shipping company with assets and liabilities in
excess of $300 million; JumboSports Inc., a major national
retailer of sporting goods with 59 stores in more than 20 states
and assets and liabilities of more than $300 million; Wm. G. Roe
and Sons, Inc., and Wm. G. Roe and Company, Inc., the largest
packer and shipper of tangerines in Florida; The American Ship
Building Company, a New York Stock Exchange company at the time of
filing; and Trust America Service Corp., an American Stock
Exchange company at the time of filing.

Stichter Riedel has advised the Debtor that the current hourly
rates for the attorneys proposed to be primarily responsible for
actively representing the Debtor are:

     (a) Russell M. Blain (Shareholder) $460 per hour
     (b) Edward J. Peterson (Shareholder) $350 per hour

Generally, Stichter Riedel's hourly rates are:

     (a) Shareholders $325 to $475 per hour
     (b) Associates $210 to $325 per hour
     (c) Paralegals $90 to $160 per hour

Edward J. Peterson, III, Esq., attests that Stichter Riedel
neither holds nor represents any interest adverse to the Debtor's
estate; and Stichter Riedel is a "disinterested person" within the
meaning of Sections 101(14) and 327(a) of the Bankruptcy Code and
does not hold or represent an interest adverse to the estate.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.

                      Plan Support Agreement

Prior to the bankruptcy filing, Ocala entered into extensive
negotiations with BofA as prepetition indenture trustee, Deutsche
Bank AG, BNP Paribas Mortgage Corp., the FDIC and the TBW Plan
Trust with respect to a consensual plan of liquidation for the
Debtor, the funding of the Debtor's Chapter 11 case, and certain
related matters relating to the administration of the Chapter 11
case and the settlement of certain disputes, the result of which
was the parties' execution of a Restructuring and Plan Support
Agreement.  Among other things, the RSA provides that:

  (a) Within 90 days after commencement of the Chapter 11 Case,
      the Debtor will file a chapter 11 plan of liquidation that
      will provide, among other things, for

       (i) the transfer of all remaining mortgage loans and cash
           collateral proceeds thereof to DB and BNPP,

      (ii) the increase of the TBW Claim to $1,750,000,000
           (recoveries of which shall be allocated 90% to DB and
           BNPP, and 10% to the FDIC),

     (iii) payment of up to 25% of the general unsecured claims
           (excluding unsecured deficiency claims of DB and BNPP
           and the claims of the FDIC), not to exceed $250,000 in
           the aggregate,

      (iv) the allocation of the proceeds of any fraudulent
           conveyance and other unencumbered actions of the
           Debtor's estate 25% to the FDIC (as receiver for
           Colonial) and 75% to DB and BNPP, and

       (v) the transfer of all claims and causes of action of the
           Debtor, including with respect to Deloitte and
           fraudulent conveyances or other avoidance actions, to a
           post-confirmation litigation trust for prosecution. The
           Ocala Plan must be confirmed and become effective
           within 160 days after the Petition Date.

  (b) The Ocala Litigation Trust shall be governed by an oversight
      committee consisting of designees from DB, BNPP and the
      FDIC.  Approval of material decisions of the Ocala
      Litigation Trustee (including retention of counsel and
      commencement and settlement of any claim of the Debtor's
      estate) will require the approval of the designee of DB and
      one or both of the designees of BNPP and the FDIC.  Mr.
      Lauria will be the initial trustee of the Ocala Litigation
      Trust.


OCALA FUNDING: Hiring Litigation Counsel for Suit Against Deloitte
------------------------------------------------------------------
Ocala Funding, LLC, is seeking to hire Thomas, Alexander &
Forrester LLP and Berger Singerman, LLP, as special litigation
counsel in connection with Ocala's lawsuit against Deloitte &
Touche.  Steven W. Thomas, Esq., a partner at Thomas Alexander;
and Paul Singerman, Esq., a partner at Berger Singerman, lead the
engagement.

Prior to the Petition Date, Deloitte & Touche LLP provided audit
and related accounting and professional services to Taylor, Bean &
Whitaker Mortgage Corp. on a consolidated basis for TBW and
certain affiliates of TBW, including the Debtor.  TBW is a member
and the manager of the Debtor.

In 2009, fraud was uncovered at TBW, resulting in cessation of
TBW's business and, ultimately, the Debtor's business. On Aug. 24,
2009, TBW and certain of its affiliates (but not Ocala) filed
voluntary Chapter 11 petitions.  TBW confirmed a chapter 11 plan
that, among other things, created a trust to hold and administer
certain assets of TBW's chapter 11 estate.  Under the terms of
TBW's chapter 11 plan, any claims of TBW against Deloitte arising
from or related to Deloitte's work as auditor for TBW are now held
by the Taylor, Bean & Whitaker Mortgage Plan Trust.

The Debtor and TBW each believe that they hold independent,
although similar and perhaps related, claims against Deloitte.

The Debtor and Thomas Alexander are parties to an Engagement
Letter dated Sept. 23, 2011, pursuant to which the Debtor engaged
Thomas Alexander to provide the Debtor with advice and assistance
as counsel in investigating, evaluating, analyzing and, if
appropriate, prosecuting the Debtor's claims against Deloitte and
certain of Deloitte's affiliates.

In addition, prior to the Petition Date, the Debtor and the TBW
Trust retained Berger Singerman as local counsel to Thomas
Alexander to litigate their respective claims against Deloitte.
Thereafter, each of TBW and the Debtor sued Deloitte in the 11th
Judicial Circuit in and for Miami-Dade County, Florida.  That
litigation is ongoing.

Under the terms of the Engagement Letter with Thomas Alexander,
the firm will be compensated for its services to the Debtor
substantially as follows:

     a. The Debtor assigned to Thomas Alexander 35% of the gross
        proceeds of all recoveries, including but not limited to
        compensatory and punitive damages, restitution and/or
        insurance recoveries, in any way arising from or related
        to the Litigation, whether by settlement, litigation,
        arbitration or otherwise.

     b. The Debtor is obligated to pay all costs, disbursements
        and expenses incurred in connection with the Litigation,
        including those incurred by Thomas Alexander and by
        experts, consultants or local counsel retained by Thomas
        Alexander with the approval of the Debtor. Such costs,
        Disbursements and expenses shall be billed on a monthly or
        quarterly basis and payable upon receipt, and are not to
        be deducted from the Contingent Fee.

TBW also engaged Thomas Alexander to represent it to investigate,
evaluate and, if appropriate, prosecute TBW's claims against
Deloitte and certain of Deloitte's affiliates.

Mr. Thomas attests his firm does not represent or hold any
interest adverse to the Debtor or to the Debtor's estate with
respect to the Litigation.

Due to the nature of the Debtor's relationship with TBW and the
services that Deloitte performed, the claims of TBW and Ocala
against Deloitte will require substantially similar efforts to
prosecute.  Ocala said retaining a single firm as local counsel to
TAF to prosecute these claims will avoid duplication of effort and
minimize total litigation costs.

Berger Singerman's current hourly rates range from $225 to $625.
The current hourly rate of Paul Steven Singerman, Esq., the
attorney who will be principally responsible for representing the
Debtor, is $625.  The current hourly rates for the associate
attorneys and of counsel who will work on these cases range from
$425 to $475.  The current hourly rates for the legal assistants
and paralegals at Berger Singerman range from $75 to $200.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.

                      Plan Support Agreement

Prior to the bankruptcy filing, Ocala entered into extensive
negotiations with BofA as prepetition indenture trustee, Deutsche
Bank AG, BNP Paribas Mortgage Corp., the FDIC and the TBW Plan
Trust with respect to a consensual plan of liquidation for the
Debtor, the funding of the Debtor's Chapter 11 case, and certain
related matters relating to the administration of the Chapter 11
case and the settlement of certain disputes, the result of which
was the parties' execution of a Restructuring and Plan Support
Agreement.  Among other things, the RSA provides that:

  (a) Within 90 days after commencement of the Chapter 11 Case,
      the Debtor will file a chapter 11 plan of liquidation that
      will provide, among other things, for

       (i) the transfer of all remaining mortgage loans and cash
           collateral proceeds thereof to DB and BNPP,

      (ii) the increase of the TBW Claim to $1,750,000,000
           (recoveries of which shall be allocated 90% to DB and
           BNPP, and 10% to the FDIC),

     (iii) payment of up to 25% of the general unsecured claims
           (excluding unsecured deficiency claims of DB and BNPP
           and the claims of the FDIC), not to exceed $250,000 in
           the aggregate,

      (iv) the allocation of the proceeds of any fraudulent
           conveyance and other unencumbered actions of the
           Debtor's estate 25% to the FDIC (as receiver for
           Colonial) and 75% to DB and BNPP, and

       (v) the transfer of all claims and causes of action of the
           Debtor, including with respect to Deloitte and
           fraudulent conveyances or other avoidance actions, to a
           post-confirmation litigation trust for prosecution. The
           Ocala Plan must be confirmed and become effective
           within 160 days after the Petition Date.

  (b) The Ocala Litigation Trust shall be governed by an oversight
      committee consisting of designees from DB, BNPP and the
      FDIC.  Approval of material decisions of the Ocala
      Litigation Trustee (including retention of counsel and
      commencement and settlement of any claim of the Debtor's
      estate) will require the approval of the designee of DB and
      one or both of the designees of BNPP and the FDIC.  Mr.
      Lauria will be the initial trustee of the Ocala Litigation
      Trust.


ONE2ONE COMMUNICATIONS: Case Summary & Creditors List
-----------------------------------------------------
Debtor: One2One Communications, LLC
        fka 121 Communications
            One 2 One Communications, LLC
            121 Communications LLC
        P.O. Box 705
        Hackettstown, NJ 07840

Bankruptcy Case No.: 12-27311

Chapter 11 Petition Date: July 10, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Richard D. Trenk, Esq.
                  TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  E-mail: rtrenk@trenklawfirm.com

Scheduled Assets: $354,088

Scheduled Liabilities: $13,687,311

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/njb12-27311.pdf

The petition was signed by Bruce Heverly, chief executive officer.


OPTIMUMBANK HOLDINGS: T. Procelli Named Chief Operating Officer
---------------------------------------------------------------
OptimumBank, a wholly-owned subsidiary of OptimumBank Holdings,
Inc., announced that Mr. Thomas Procelli was named Chief Operating
Officer and Mr. Jeffrey Cannon, Senior Vice President of Lending.

Mr. Procelli has served as the Executive Vice President and Chief
Technology Officer of OptimumBank since its inception in 2000 and
as a director of OptimumBank since 2010.  Mr. Procelli has over 34
years of banking experience, having served in various executive
and senior management positions in operations, information
systems, compliance and audit.  Mr. Procelli received his master's
degree in finance and his bachelor's degree in accounting from
Hofstra University in Hempstead, New York.

Jeffrey Cannon joined OptimumBank in May 2012 as the bank's
proposed executive officer in charge of lending.  Upon regulatory
approval, Mr. Cannon will be named as the bank's Chief Lending
Officer.  Mr. Cannon's banking career spans over 24 years.  He has
served in a variety of executive and senior lending and management
positions in community, regional and national banks.  He graduated
from Washington University in St. Louis, Missouri, with a
bachelor's degree in business administration, and received his
master's degree in finance from Florida Atlantic University in
Boca Raton, Florida.

Jeffrey Cannon commented, "We want to improve the banking
experience for local businesses.  Our executive team is readily
accessible and dedicated to providing our customers with
outstanding one-on-one service."  Mr. Cannon's office is located
at the bank's executive offices at 2477 East Commercial Boulevard
in Fort Lauderdale.

Moishe Gubin, Chairman of the Board, said, "Restructuring our
management team with Tom and Jeffrey is an exciting step forward
for us.  Their expertise will be invaluable as we reshape the
OptimumBank brand into a successful retail community bank."  Mr.
Gubin also noted, "We are extremely motivated to lend to small and
medium-sized businesses in our markets and meet all of their
banking needs."

OptimumBank offers a wide array of competitive lending and retail
banking products to individuals and businesses in Broward, Miami-
Dade and Palm Beach Counties through its executive offices and
three branch offices in Broward County, Florida.

                    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.


OXIGENE INC: Posts $1.9 Million Net Loss in Q1 2012
---------------------------------------------------
OXiGENE, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss $1.89 million on $114,000 of product revenues for the
three months ended March 31, 2012, compared with a net loss of
$863,000 on $nil product revenues for the same period a
year ago.

The Company's balance sheet at March 31, 2012, showed
$8.99 million in total assets, $1.48 million in total liabilities,
and stockholders' equity of $7.51 million.

Ernst & Young LLP, in Boston, Massachusetts, expressed substantial
doubt about OxiGENE's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has significantly reduced
the development of its most advanced product candidates.  "In
order to significantly further develop its product pipeline, the
Company will be required to raise additional capital, alternative
means of financial support, or both.  The ability of the Company
to raise additional capital or alternative sources of financing is
uncertain."

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

                       http://is.gd/dB3jko

South San Francisco, Calif.-based OxiGENE, Inc., is a clinical-
stage, biopharmaceutical company developing novel therapeutics
primarily to treat cancer.  The Company's primary focus is the
development of product candidates referred to as vascular
disrupting agents, or VDAs, that selectively disable and destroy
abnormal blood vessels that provide solid tumors a means of growth
and survival and also are associated with visual impairment in a
number of ophthalmological diseases and conditions.




PABLA REALTY: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pabla Realty, LLC
        577 Massachusetts Avenue
        Cambridge, MA 02139

Bankruptcy Case No.: 12-15840

Chapter 11 Petition Date: July 10, 2012

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Christopher M. Condon, Esq.
                  MURPHY & KING, PROFESSIONAL CORPORATION
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400 (ext. 441)
                  Fax: (617) 423-0498
                  E-mail: cmc@murphyking.com

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

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

A copy of the Company's list of its three largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mab12-15840.pdf

The petition was signed by Surlinder Singh, manager.


PANTRY INC: Moody's Affirms 'B2' CFR, Rates New Term Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to The Pantry Inc.'s
proposed $225 million senior secured revolving credit facility and
$255 million senior secured term loan and a Caa1 rating to
Pantry's proposed $250 million of senior notes. In addition,
Moody's affirmed the B2 corporate family and probability of
default ratings and the Caa1 rating on the existing senior
subordinated convertible notes. The rating outlook is stable.

Ratings Rationale

The proceeds from the proposed credit facilities and senior notes
will be used to repay existing debt. Following the repayment, the
ratings on the existing term loan, revolving credit facility and
senior subordinated notes will be withdrawn. Ratings are subject
to the conclusion of the proposed transaction.

"The proposed refinancing will improve the debt maturity profile
but will not materially change the company's credit metrics.
Credit metrics are adequate for the rating category and should
improve modestly over the next 12-18 months as the company
enhances merchandise product mix to expand margins", stated Mickey
Chadha, Senior Analyst. "Pantry's sales and earnings are expected
to remain volatile as motor fuel sales are a substantial portion
of its top line."

Pantry's B2 Corporate Family Rating reflects high leverage, modest
interest coverage, considerable sales and earnings volatility
related to motor fuel sales and regional concentration. The
ratings are supported by Moody's opinion that consumer demand for
motor fuel and value priced convenience items will retain some
degree of stability regardless of economic conditions, the
significant earnings contribution from relatively stable
merchandise sales and adequate liquidity.

The following ratings are assigned:

$225 million senior secured revolving credit facility expiring
July 2017 at B1 (LGD 3, 38%)

$255 million senior secured term loan maturing 2019 at B1 (LGD 3,
38%)

$250 million senior notes due 2020 at Caa1 (LGD 5, 81%)

The following ratings will be withdrawn upon their repayment:

$225 million senior secured revolving credit facility expiring
2014 at B1 (LGD 3, 40%)

$376 million senior secured term loan maturing 2014 at B1 (LGD 3,
40%)

$222 million 7.75% senior subordinated notes due 2014 at Caa1 (LGD
5, 86%)

The following ratings are affirmed (LGD point estimates updated):

Corporate Family Rating at B2

Probability of Default Rating at B2

$61 million 3.00% senior subordinated convertible notes due Nov.
2012 at Caa1 (LGD 6, 95% from LGD 5, 86%)

The stable outlook reflects Moody's view that Pantry's debt
protection measures will improve modestly and remain consistent
with the rating category over the next 12-18 months.. The stable
outlook also reflects Moody's view that liquidity will remain
adequate and that financial policy will remain conservative.

Positive rating pressure could develop if fuel and merchandise
gross profit substantially increase leading to a sustained
improvement in credit metrics and liquidity. Specifically, a
higher rating would require Moody's adjusted debt to EBITDA of
less than 5.0 times and EBITA to interest of over 1.75 times. A
higher rating would also require a moderate financial policy with
regards to acquisitions and shareholder returns.

Ratings could be downgraded if credit metrics or liquidity
deteriorated due to decline in gasoline or merchandise margins for
an extended period or due to a debt financed acquisition. A
downgrade could occur if Moody's adjusted debt to EBITDA
approaches 6.5 times or EBITA to interest expense approaches 1.0
times.

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

The Pantry, Inc., headquartered in Cary, North Carolina, operates
1,611 convenience stores (some of which contain quick-service
restaurants) in the Southeastern United States. Total revenue was
$8.5 billion for LTM period ending March 29, 2012.


PANTRY INC: S&P Rates New $250MM Senior Unsecured Notes 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
and '1' recovery ratings to Cary, N.C.-based The Pantry Inc.'s
proposed $480 million bank credit facilities, comprising a $225
million five-year revolver and a $255 million seven-year term loan
B.

"We also assigned our 'B+' issue-level and '4' recovery ratings to
its new $250 million senior unsecured notes," S&P said.

"According to the company, it plans to use the proceeds, along
with existing cash, to refinance existing debt. We expect the new
revolver to be undrawn at closing," S&P said.

"We also affirmed all ratings on the company, including our 'B+'
corporate credit rating. The rating outlook is stable," S&P said.

"The ratings on Pantry reflect our view that credit metrics should
remain consistent with our assessment of a 'highly leveraged'
financial profile because of its high, but declining, debt levels
and cash flow volatility associated with its dependence on fuel
prices," said Standard & Poor's credit analyst Andy Sookram.

"Our view of the company's business risk profile as "weak"
incorporates its participation in the fragmented and highly
competitive convenience store industry, exposure to volatile fuel
costs that could impact performance measures, and geographic
concentration in the Southeastern U.S," S&P said.

"We think the proposed refinancing and the company's planned use
of existing cash on hand to reduce debt will provide some cushion
against the effects of lower fuel margins we are anticipating in
the next few quarters," added Mr. Sookram.

"Pro forma for the transactions, we estimate that debt to EBITDA
and funds from operations (FFO) to debt would be 5.2x and nearly
15%, respectively. Looking ahead to the next year, debt reduction
and our anticipation of adequate covenant headroom are key factors
supportive to the ratings," S&P said.

"The stable outlook reflects our expectation that despite some
contraction in fuel margins, debt reduction will allow the company
to maintain credit metrics commensurate with a highly leveraged
financial risk profile," S&P said.

"We forecast fuel margins of 12 cents per gallon on average over
the next year, and a 3% increase in merchandise same-store sales,"
S&P said.

"These drivers will lead to leverage in the mid-5x area and
FFO/debt of about 14%. In addition, we anticipate interest
coverage of slightly under 2.5x. We could lower the ratings if
market conditions contribute to a larger-than-forecasted decline
in fuel margin, to roughly 10 cents per gallon, and merchandise
same-store sales decrease to negative levels. If these were to
occur, we would expect the cushion under financial covenants to
narrow to the mid-single-digit area and leverage to increase to
over 6.5x on a sustained basis," S&P said.

"We do not anticipate a positive rating action in the next year
because of our expectation that leverage will remain high in the
near term and the weak business risk profile that incorporates
earnings volatility relating to oil prices. However, if Pantry
reduces debt above our expectations and improves leverage to about
4x on a sustained basis, we could raise the ratings," S&P said.

Drivers of better credit metrics would include merchandise same-
store sales growth close to 10%, gross margins improving by about
100 basis points, and fuel margins staying near 12 cents.


PATRIOT COAL: To Meet With Lenders About New Credit
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. will meet with lenders this week
to discuss terms for $500 million of the financing to support the
bankruptcy reorganization begun July 9.

According to the report, Patriot entered Chapter 11 with plans for
an $802 million credit, where $377 million would replace existing
debt while providing $425 million in additional borrowing power.

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal Corporation (NYSE: PCX) and nearly 100 affiliates
filed voluntary Chapter 11 petitions in U.S. bankruptcy court in
Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9,
2012.

Patriot said it had $3.57 billion of assets and $3.07 billion of
debts, and has arranged $802 million of financing to continue
operations during the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.

The case has been assigned to the Honorable Shelley C. Chapman.


PEREGRINE FINANCIAL: Trustee Hiring 57 Workers for Liquidation
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankruptcy trustee for The Peregrine Financial Group
Inc. filed a request to hire 57 workers from the futures broker to
"properly and orderly liquidate the assets."  Ira Bodenstein, the
Chapter 7 trustee, says he has enough cash not claimed as
collateral by lenders to pay the workers' salaries.

According to the report, Mr. Bodenstein will be in bankruptcy
court today in Chicago to seek permission to operate the business
"on a limited basis."  He will ask the judge to allow him to pay
the 57 workers' salaries earned before the bankruptcy filing on
July 10.

The report relates that the trustee later will ask the bankruptcy
judge for permission to hire his firm, Shaw Gussis, Fishman,
Glantz Wolfson & Towbin LLC, to be his lawyers in the liquidation.

                    About Peregrine Financial

Peregrine Financial Group Inc. on July 10, 2012, filed to
liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D.
Ill. Case No. 12-27488), disclosing between $500 million and
$1 billion of assets, and between $100 million and $500 million of
liabilities.

Earlier on July 10, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's Chief Executive Russell R. Wasendorf Sr.
unsuccessfully attempted suicide outside a firm office in Cedar
Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.


PINNACLE HOLDCO: Moody's Assigns 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Pinnacle Holdco S.a.r.l. along with B1 ratings on its proposed
first lien senior secured debt and Caa1 on its proposed second
lien debt. The debt facilities are being used to finance the
acquisition of Paradigm Ltd. Pinnacle is the holding company and
debt issuing entity set up by private equity firms Apax Partners
and JMI Equity to acquire Paradigm. The ratings outlook is stable.

Ratings Rationale

The B2 corporate family rating is primarily driven by the very
high leverage pro forma for the acquisition. Based on March 31,
2012 LTM results, leverage is greater than 7x but drops to the
high 6's pro forma for certain one-time costs and recently secured
contracts (calculated on a Moody's adjusted basis). Given the high
leverage and potential cyclicality of the business, the ratings
are considered weakly positioned in the B2 category. If not for
the company's long standing leading position in the oil and gas
exploration and production software industry and strong long term
outlook for the sector, the ratings would be lower. Paradigm is
one of three main players that make up the vast majority of the
industry. The search for fossil fuels in increasingly difficult
locations and need to extract the maximum fuel out of a given site
along with the ever increasing amount of data collected on these
sites should continue to drive steady demand for the company's
software. Nonetheless the company is small compared to other
similarly rated software companies and competes with the software
divisions of two much larger, better capitalized industry players,
Halliburton (A2) and Schlumberger (A1) who offer a complete line
of services to oil and gas exploration customers. Paradigm has
competed successfully with its larger competitors but not with the
contemplated leverage levels.

The ratings outlook is stable and reflects Moody's view that
leverage will drop to 6x over the next year and that industry
demand will exhibit at least modest growth. Perpetual license
revenues can be cyclical however as witnessed in the last
downturn. The ratings could be pressured by a rapid deterioration
in capital spending by oil and gas exploration and production
players due to a global recession or dramatic drop in the price of
oil that leads to a significant decline in license revenues.
Quantitatively, the ratings could be downgraded if leverage
remains above 6.5x for an extended period. The ratings could be
upgraded if leverage were sustained below 4.5x. However, given the
high closing leverage and aggressive financial policies, an
upgrade is not likely in the near to medium term.

Liquidity is considered good pro forma for the transaction based
on modest cash levels at closing, an undrawn $40 million revolver
and approximately $20 million of pro forma free cash flow based on
Moody's estimates.

The following ratings were assigned:

Corporate family rating: B2

Probability of default: B2

First lien senior secured revolver due 2017, B1 LGD3, 34%

First lien senior secured term loan due 2018, B1 LGD3, 34%

Second lien secured term loan due 2019, Caa1 LGD5, 87%

Ratings outlook: Stable

The principal methodology used in rating Paradigm 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.

Paradigm Ltd. is a provider of software to the oil and gas
exploration and production industry. The company's main offices
are in Houston, TX.


PRINCETON NATIONAL: Reports $1 Million Net Income in Q1 2012
------------------------------------------------------------
Princeton National Bancorp, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $1.01 million on $7.72 million
of net interest income (before provision for loan losses) for the
three months ended March 31, 2012, compared with net income of
$1.74 million on $9.36 million of net interest income (before
provision for loan losses) for the same period in 2011.

The Company's balance sheet at March 31, 2012, showed
$1.021 billion in total assets, $1.015 billion in total
liabilities, and stockholders' equity of $5.74 million.

"The most recent notifications, at March 31, 2012 from the federal
banking agencies categorized the subsidiary bank as under-
capitalized under the regulatory framework for prompt corrective
action."

As reported in the TCR on April 16, 2012, BKD, LLP, in Decatur,
Illinois, expressed substantial doubt about Princeton National
Bancorp's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered recurring
losses resulting from the effects of the economic downturn causing
its subsidiary bank to be undercapitalized and resulting in a
consent order to be issued by the primary regulator.

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

                       http://is.gd/HX5ium

Located in Princeton, Illinois, Princeton National Bancorp, Inc.,
is a single-bank holding company which operates in one business
segment conducting a full-service banking and trust business
through its subsidiary bank, Citizens First National Bank.


QUALITY BUILDING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Quality Building Stone, Inc.
        993 W 14730 S
        Bluffdale, UT 84065

Bankruptcy Case No.: 12-29022

Chapter 11 Petition Date: July 13, 2012

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Robert Fugal, Esq.
                  BIRD & FUGAL
                  384 East 720 South, Suite 201
                  Orem, UT 84058
                  Tel: (801) 426-4700
                  E-mail: robfugal@birdfugal.com

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

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 Velina K. Miller, president.


QUALITY DISTRIBUTION: Signs Separation Agreement With SVP Gold
--------------------------------------------------------------
Quality Distribution, Inc., entered into an Agreement of
Separation and General Release with Jonathan C. Gold providing for
Mr. Gold's cessation of service as Senior Vice President, General
Counsel and Corporate Secretary of the Company.  Effective July 9,
2012, John T. Wilson became the Company's Senior Vice President,
General Counsel and Corporate Secretary.

Under the Separation Agreement, Mr. Gold will serve as an employee
of the Company through Aug. 3, 2012.  During this period, Mr. Gold
will continue to receive his current salary and benefits.
Pursuant to the Separation Agreement, Mr. Gold is entitled to
receive severance pay and benefits under his Employment Agreement
dated April 2007, as subsequently amended on Jan. 29, 2010,
comprised of an amount equal to his annual cash bonus at target
prorated through Aug. 3, 2012, or approximately $39,000, paid at
the same time as annual cash bonuses are normally paid, amounts
aggregating $220,000, equivalent to a year's salary, payable in
accordance with the normal payroll cycles of the Company for 12
months, amounts equal to his cash bonus at target for the 12-month
period, or $66,000, paid at the same times as annual cash bonuses
are normally paid, and continuing coverage under the Company's
health plan for 12 months.  All 6,250 stock options and all 2,500
shares of restricted stock owned by Mr. Gold that were scheduled
to vest on Nov. 4, 2012, will continue to vest notwithstanding the
cessation of his employment.  Mr. Gold will retain the right to
exercise all vested options until Dec. 31, 2012, or until June 30,
2013, if Mr. Gold dies, becomes disabled or obtains material non-
public information while providing the consulting services.  All
other unvested options and restricted shares are forfeit upon the
cessation of Mr. Gold's employment.

Under the Separation Agreement Mr. Gold has agreed to perform
certain consulting services at the request of the Company for up
to seven days during the 12 months beginning Aug. 4, 2012, for
$2,000 per day plus reasonable travel expenses.  Under the
Separation Agreement, Mr. Gold has granted the Company a general
release of all claims.  Mr. Gold's existing agreements with the
Company include certain restrictions on the disclosure of
confidential information by Mr. Gold, and prohibit Mr. Gold from
competing with the Company or from soliciting its customers or
employees for a period of 12 months following the cessation of his
employment.

                    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.


RACKWISE INC: Amends 40.8 Million Resale Prospectus
---------------------------------------------------
Rackwise, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.3 to the Form S-1 relating to the sale of
up to 40,803,384 shares of the Company's common stock, par value
$0.0001 per share, by George M. Abraham, Black Diamond Financial
Group, LLC, Navesink Capital Advisors, LLC, et al.  The 28,580,454
of the shares are presently issued and outstanding and 12,222,930
of the shares are issuable upon exercise of presently exercisable
common stock purchase warrants.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "RACK".  On May 23, 2012, the last reported sale
price for the Company's common stock was $0.76 per share.

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

                       http://is.gd/CggeSV

                          About Rackwise

Rackwise, Inc., is a software development, sales and marketing
company within the markets of IT infrastructure, data center
monitoring, management and optimization, data center cost
efficiency and green data centers.  The Company's executive
offices are currently located in San Francisco, California, and
the Company has a software development and data center in the
Research Triangle Park in Raleigh, North Carolina.  The Company is
in the process of relocating our executive offices to Folsom,
California and expanding its software development center.

The Company's balance sheet at March 31, 2012, showed
$1.06 million in total assets, $3.53 million in total liabilities,
and a stockholders' deficit of $2.47 million.

As reported in the TCR on April 9, 2012, Marcum LLP, in New York,
N.Y., expressed substantial doubt about Rackwise, Inc.'s ability
to continue as a going concern, following the Company's results
for the fiscal year ended Dec. 31, 2011.  The independent auditors
noted that the Company has not achieved a sufficient level of
revenues to support its business and has suffered recurring losses
from operations.


REFLECT SCIENTIFIC: Settles with Debenture Holders for $75,000
--------------------------------------------------------------
Reflect Scientific, Inc., reached an agreement with Enable Growth
Partners LP, Enable Opportunity Partners LP and Pierce Diversified
Strategy Master Fund LLC to settle the Debentures held by them
that were in default.  On July 9, 2012, Reflect Scientific paid
the $75,000 required under the Settlement Agreement.  The
settlement removes $3,401,125 in outstanding principal, penalties
and accrued interest, as well as canceling associated warrants
issued to these Debenture Holders.

Reflect Scientific's 12% Senior Convertible Debentures issued on
June 29, 2007, matured on June 29, 2009.  The Company failed to
repay the outstanding principal amount of $1,753,000 on the
Debentures on the maturity date due to a lack of available funds,
and the Debentures were in default.

In August 2010, management reached Settlement Agreement with
Enable Growth Partners LP, Enable Opportunity Partners LP and
Pierce Diversified Strategy Master Fund LLC on a plan to settle
the Debentures held by them that were in default.  The Settlement
Agreements were contingent upon the Company making an aggregate
cash payment in the amount of $250,000.  The Company was unable to
pay the $250,000 to complete these Settlement Agreements.

                      About Reflect Scientific

Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market.  Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.

After auditing the 2011 results, Mantyla McReynolds, LLC, in Salt
Lake City, Utah, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has experienced recurring losses from
operations and negative working capital.

The Company reported a net loss of $1.18 million in 2011,
compared with a net loss of $1.77 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.97
million in total assets, $4.59 million in total liabilities and a
$616,976 total shareholders' deficit.


REVEL ENTERTAINMENT: Bank Debt Trades at 20% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 79.75 cents-on-the-dollar during the week ended Friday,
July 13, 2012, a drop of 0.58 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 750 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Feb. 15, 2017, and carries Moody's B3 rating and Standard &
Poor's B rating.  The loan is one of the biggest gainers and
losers among 156 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Revel Entertainment Group, LLC -- http://www.revelinac.com/-- is
a gaming and entertainment company that is developing a $2.4
billion beachfront casino entertainment resort project in Atlantic
City, which is expected to open in mid-2012.  The company was
founded in 2006 and is based in Atlantic City, N.J.


ROLLERAMA II: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rollerama II, Inc.
        6995 Grand River Road
        Brighton, MI 48114-9347

Bankruptcy Case No.: 12-32939

Chapter 11 Petition Date: July 13, 2012

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

Judge: Daniel S. Opperman

Debtor's Counsel: Charles G. Hodgson, Esq.
                  THE LAW OFFICES OF CHARLES G. HODGSON
                  8163 Grand River Road, Suite 100
                  Brighton, MI 48114
                  Tel: (810) 225-4377
                  Fax: (810) 225-2892
                  E-mail: carterlaw@comcast.net

Scheduled Assets: $16,170

Scheduled Liabilities: $1,450,610

A copy of the Company's list of its 12 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mieb12-32939.pdf

The petition was signed by David Jackson, vice president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
JDK Holdings LLC                       12-30683   02/20/12
JFJ Enterprises LLC                    12-30690   02/20/12
JJJ Holding LLC                        12-30682   02/20/12
JT Enterprises LLC                     12-30691   02/20/12


SAI RAM: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Sai Ram Real Estate Mgt, LLC
        3640 Pilgrim Rd.
        Brookfield, WI 53005

Bankruptcy Case No.: 12-30569

Chapter 11 Petition Date: July 13, 2012

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Albert Solochek, Esq.
                  HOWARD, SOLOCHEK & WEBER, S.C.
                  324 East Wisconsin Avenue
                  Milwaukee, WI 53202
                  Tel: (414) 272-0760
                  E-mail: alsolochek@hswmke.com

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

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

A copy of the Company's list of its 13 largest unsecured creditors
is available for free at http://bankrupt.com/misc/wieb12-30569.pdf

The petition was signed by Sadhana K. Singh, member.


SAINT VINCENTS: Chapter 11 Plan Declared Effective
--------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, et al.,
notified the U.S. Bankruptcy Court for the Southern District of
New York that on June 29, 2012, the Effective Date of the Second
Amended Chapter 11 Plan, dated June 21, 2012, occurred, and the
Plan was substantially consummated.

On June 29, 2012, the Court entered an order confirming the Second
Amended Plan.

The Second Amended Plan approves and implements the terms of
certain settlement agreements.  The settlement by and among the
Debtors and with statutory committee resolves potential disputes
over the allocation of Sale Proceeds among the Debtors' estates
and the validity, amount and treatment of all intercompany claims.

Under the Plan, each holder of an allowed secured claim will
receive the collateral securing the allowed secured claim.

Holders of general unsecured claims will receive a pro rata share
of the proceeds from an unsecured claims fund.

A full-text copy of the Second Amended Plan is available for free
at http://bankrupt.com/misc/SAINT_VINCENTS_ds_2amended.pdf

                       About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SAN BERNARDINO, CA: Used Special Funds to Cover Budget Shortfall
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the San Bernardino, California, city council voted to
file bankruptcy after being told that the $45 million budget
shortfall resulted from the exhaustion of special funds that had
been used to cover deficits in the general fund.

According to the report, the $45 million represents 38% of the
annual operating budget.  Special funds that had been used for the
operating budget included money for items such as redevelopment,
retiree health and worker's compensation.

The shortfall is leaving the city without enough cash to
cover the $4 million payroll due Aug. 15.

Mr. Rochelle notes that San Bernardino may become the first
California municipality to file under Chapter 9 bankruptcy without
first undergoing 60 days of mediation mandated by state law. A
municipality can omit mediation in case of fiscal emergency.

                 About San Bernardino, California

The city council of San Bernardino, California, voted on July 10,
2012, to file for bankruptcy, marking the third time in recent
weeks a city in the most populous U.S. state has opted to seek
protection from its creditors.

The decision by the leaders of San Bernardino, a city of about
210,000 residents approximately 65 miles (104 km) east of Los
Angeles, followed a report by city staff that projected city
spending would exceed revenue by $45 million in the current fiscal
year.

Two California cities began municipal bankruptcies in the past
month. Stockton filed its petition on June 28, followed by Mammoth
Lakes on July 3.


SBMC HEALTHCARE: Johnson DeLuca OK'd to Assist Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
according to SBMC Healthcare, LLC, authorized the Debtor to employ
Johnson DeLuca Kursky & Gould, P.C., and Millard A. Johnson as
special bankruptcy counsel.

In a separate order, the Court authorized the Debtor to employ
Marilee A. Madan and Marilee A. Madan, P.C. as bankruptcy counsel.

As reported in the Troubled Company Reporter May 31, 2012, Johnson
DeLuca will, among other things, render these professional
services:

   a. undertaking to aid Debtor in obtaining information and
      putting together schedules, statement of affairs and other
      required pleadings, to comply with the Debtor's duties as
      debtor in possession; aiding in finalizing and filing same;

   b. assisting the Debtor and lead bankruptcy counsel in
      negotiating use and sale of property; undertaking pleading
      preparation for review of bankruptcy counsel; attending
      hearing thereon as necessary;

   c. assisting the Debtor in obtaining use of cash collateral and
      postpetition financing; assisting with the preparation of
      any pleadings therefore and assisting with any hearing; and

   d. aiding lead bankruptcy counsel in development of a plan of
      reorganization and negotiations related thereto.

The firm will be paid in these hourly rates:

          Mr. Johnson, partner                   $400
          Sara M. Keith, associate               $250
          Branch M. Sheppard, associate          $250
          Christopher Johnson, associate         $250

Millard A. Johnson of the firm will be designated as attorney-in-
charge for the firm and will be responsible for the representation
of the Debtor by the firm.  It is intended for Mr. Johnson to work
with, but not in duplication of services with, Marilee A. Madan as
the counsel having bankruptcy background with respect to
representation of Chapter 11 debtors.  The firm and Marilee A.
Madan, P.C., have agreed not to duplicate efforts, but to work
economically to preserve the Debtor's estate.

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

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  In its schedules, the Debtor disclosed $40,149,593 in
total assets and $8,684,550 in total liabilities.  Marilee A.
Madan, P.C., is the Debtor's general bankruptcy counsel.  Millard
A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C.,
serves as the Debtor's special bankruptcy counsel.  Judge Jeff
Bohm presides over the case.


SBMC HEALTHCARE: Marilee A. Madan Approved as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
according to SBMC Healthcare, LLC, authorized the Debtor to employ
Marilee A. Madan and Marilee A. Madan, P.C. as bankruptcy counsel.

Marilee A. Madan will be designated as attorney-in-charge and will
be responsible for the representation of the Debtor by the law
firm.  Ms. Madan has extensive experience in handling bankruptcy
matters of this type, but as a sole practitioner will rely on
working with Johnson DeLuca for litigation skills.  In particular,
Ms. Madan would be working with two of the associates with special
counsel's law firm.

The firm will, among other things, provide legal assistance and
advice to client in its Chapter 11 case for these hourly rates:

           Marilee A. Madan, Partner           $400
           Paralegal                            $65

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

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  In its schedules, the Debtor disclosed $40,149,593 in
total assets and $8,684,550 in total liabilities.  Marilee A.
Madan, P.C., is the Debtor's general bankruptcy counsel.  Millard
A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C.,
serves as the Debtor's special bankruptcy counsel.  Judge Jeff
Bohm presides over the case.


SK FOODS: Dist. Court Won't Stay Changes to Injunction Order
------------------------------------------------------------
District Judge Lawrence K. Karlton denied the request of SSC Farms
I LLC, SSC Farms II LLC and SSC Farming LLC for a stay pending
appeal of the Bankruptcy Court's recent "modification" of a
preliminary injunction which it originally entered on March 20,
2010.

SSC Farms et al. argue the modification "expands" the assets
enjoined by the preliminary injunction in impermissible ways.  The
Court, however, said SSC Farms et al. have not shown that they are
likely to prevail on their assertion that the Bankruptcy Court
made any substantive changes to the assets subject to the
preliminary injunction.

The original preliminary injunction and the adversary complaints
-- to which the original preliminary injunction refers -- appear
to indicate that everything "held" by SSC Farms et al. was
transferred to them, directly or indirectly, by or through SK
Foods LP.  Therefore, it appears (at this stage) that the new
orders' references to assets "held" by SSC Farms et al., is likely
referring to the same assets that the original preliminary
injunction described as being "transferred" to SSC Farms et al. by
SK Foods or as otherwise alleged in the adversary complaints.

The District Court, however, held it does appear that the
appealed-from order may have effected a substantial change from
the original preliminary injunction when it granted the receiver
for SK Foods all rights exercisable by non-appellant SS Farms
arising from its ownership of stock in non-party SS Farms
Australia Pty, Ltd.  The order appears to empower the Receiver "to
appoint or remove the officers or directors of SS Farms Australia
Pty, Ltd." -- to the degree the Receiver is authorized to do so as
the receiver of SS Farms which is in turn, a shareholder of SSFA.
SSC Farms et al. challenge the authority of the Bankruptcy Court
to issue such an order, reaching as it seems to, into the affairs
of an Australian company that has not appeared in these
proceedings (either in the Bankruptcy Court or in the District
Court), and does not appear to have had the opportunity to be
heard on the matter.

The Chapter 11 Trustee defends the order on appeal in part by
arguing that it is necessary to prevent the Salyer entities from
transferring the $10 million held by SSFA into overseas accounts
that they control, without giving the Chapter 11 Trustee notice or
an opportunity to be heard.  However, at oral argument, the
Chapter 11 Trustee agreed with SSC Farms et al. that no such
transfer would occur without prior notice to the Chapter 11
Trustee from the SSFA liquidator.

Pursuant to the District Court's Order, SSC Farms et al.'s motion
to stay the order on appeal is denied, conditioned upon the
Chapter 11 Trustee's agreement to take no action to change SSFA's
Board of Directors until after the appeal is resolved.

The case is SCOTT SALYER, individually and as trustee of the Scott
Salyer Revocable Trust, et al., Appellants, v. BRADLEY D. SHARP,
CHAPTER 11 TRUSTEE, Appellee, Civ No. S-12-1292 LKK (E.D. Calif.).

A copy of the Court's July 10, 2012 Order is available at
http://is.gd/cYqJXifrom Leagle.com.

                            About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Calif. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

As reported by the Troubled Company Reporter on Feb. 19, 2010, a
federal grand jury returned a seven-count indictment charging
Frederick Scott Salyer, former owner and CEO of SK Foods, with
violations of the Racketeer Influenced and Corrupt Organizations
Act, in connection with his direction of various schemes to
defraud SK Foods' corporate customers through bribery and food
misbranding and adulteration, and with wire fraud and obstruction
of justice.


SK FOODS: Court Issues Show Cause Order in Pruett Appeal
--------------------------------------------------------
In the appellate case, ROBERT PRUETT, Appellant, v. BRADLEY D.
SHARP, CHAPTER 11 TRUSTEE, Appellee, CIV No. S-12-669 LKK (E.D.
Calif.), District Judge Lawrence K. Karlton directed the counsel
for Mr. Pruett to show cause in writing why he should not be
sanctioned in accordance with E.D. Cal. R. ("Local Rule") 110,
including a fine of $150 and/or an order dismissing the appeal.

Mr. Bradley, the Chapter 11 Trustee for SK Foods, filed a motion
seeking dismissal of the appeal.  The hearing on the Motion To
Dismiss is scheduled for July 23, and Mr. Pruett's opposition or
Statement of Non-opposition was due July 9 per Local Rule 230(c).
Mr. Pruett, who is represented by the Law Offices of Richard S.E.
Johns, Esq., has not filed an opposition or Statement of Non-
opposition.

Judge Karlton said Mr. Pruett must file his written response to
the Order To Show Cause by July 18.  The Court moved the hearing
on the Motion To Dismiss to Aug. 6 at 10:00 a.m.  Mr. Pruett also
must file an opposition or a Statement of Non-opposition to the
Motion To Dismiss no later than July 16.  The Chapter 11 Trustee's
reply is due July 30.

A copy of the Court's July 11, 2012 Order is available at
http://is.gd/bwkhB7from Leagle.com.

                            About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Calif. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

As reported by the Troubled Company Reporter on Feb. 19, 2010, a
federal grand jury returned a seven-count indictment charging
Frederick Scott Salyer, former owner and CEO of SK Foods, with
violations of the Racketeer Influenced and Corrupt Organizations
Act, in connection with his direction of various schemes to
defraud SK Foods' corporate customers through bribery and food
misbranding and adulteration, and with wire fraud and obstruction
of justice.


SOUTHERN RURAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Southern Rural Health Care Consortium, Inc.
        P.O. Box 970
        Russellville, AL 35653

Bankruptcy Case No.: 12-82262

Chapter 11 Petition Date: July 13, 2012

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

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  HEARD ARY, LLC
                  307 Clinton Ave. W., Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  E-mail: kheard@heardlaw.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 Kathy Hall, executive director.


SPORTSSTUFF INC: Court Defers Ruling on Husch Blackwell Expenses
----------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney in Omaha, Nebraska, deferred
ruling on the request of Husch Blackwell, LLP, for allowance of
attorney fees and reimbursement of expenses in the Chapter 11 case
of SportsStuff, Inc.  The Court said the final fee application
will not be approved until the listed amounts are reconciled and
explained.

The individual tort claimant creditors have objected to the fees,
arguing that, among other things, while court-approved procedures
contemplate that interim fee applications would be filed every 120
days, 894 days elapsed since the previous application was filed;
and the hourly rates charged by some of the Husch Blackwell
attorneys, particularly the $525 charged by Jason Reschly and the
$390 charged by Howard Hahn, are excessive.  They also objected to
the more than $100,000 for work performed after the Debtor's plan
was confirmed, which work includes preparation of interim and
final fee applications, preparation of the final report, obtaining
and reviewing the debtor's operating reports, and researching the
allowance of late-filed claims, at least some of which, should
have been done by counsel for the creditors' committee.  They also
argued that counsel should not be compensated for the debtor's
failure to pay trustee fees and comply with reporting
requirements.

The final fee application states that Husch Blackwell has earned
$543,133.85 in fees from October 1, 2009, through April 21, 2012,
and has been paid $534,159.85, leaving a balance of $8,974.

The U.S. Trustee has found the hourly rates for all of the
attorneys reasonable.  The Court agrees.

A copy of the Court's July 11, 2012 Order is available at
http://is.gd/1xhAeefrom Leagle.com.

                      About SportsStuff Inc.

SportsStuff Inc. in Omaha, Nebraska -- http://www.sportsstuff.com/
-- sells sports accessories.  The company filed for Chapter 11
protection on Dec. 31, 2007 (Bank. D. Neb. Case No. 07-82643).
Robert V. Ginn, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from their creditors, it listed assets
and debts between $1 million and $100 million.  A bankruptcy plan
was confirmed in March 2011.


STOCKTON, CA: Bankr. Judge Appointed to Mediate With Creditors
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge handling the municipal
bankruptcy for Stockton, California, appointed another bankruptcy
judge to serve as mediator assigned to work out a consensual debt-
adjustment plan.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of $500
million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  Mr. Levinson also represented
the city of Vallejo, Calif. in its 2008 bankruptcy.

The petition was signed by Robert Deis, city manager.

Creditors have until Aug. 9 to challenge the city's eligibility
for Chapter 9.


STRATEGIC AMERICAN: Enters Negotiations for African Concession
--------------------------------------------------------------
Duma Energy Corp., formerly known as Strategic American Oil
Corporation, has entered into the final stage of negotiations
regarding the proposed acquisition by the Company of a private
corporation with a significant interest in an African concession
totaling approximately 6 million acres (25,000 square km).  The
Company is seeking to expand beyond its current U.S. operations
and acquire highly prospective opportunities in emerging
exploration regions.

"Our success in the last two years has put us in a strong position
for growth.  We believe it is the right time to be aggressive and
continue to pursue our stated goal of seeking projects that offer
huge potential returns.  There are great opportunities out there,"
said Jeremy G. Driver, President and Chief Executive Officer of
Duma Energy Corp.

Any such Proposed Acquisition will be subject to the execution of
definitive acquisition documentation together with the
satisfaction of certain conditions precedent which would be
standard in acquisitions of this type.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company reported a net loss of $4.41 million on $5.28 million
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $9.94 million on $1.48 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed $23.93
million in total assets, $11.53 million in total liabilities and
$12.39 million in total stockholders' equity.


SUPERVALU INC: Denies Bankruptcy Filing Plans
---------------------------------------------
Lisa Baertlein at Reuters reports that Chief Executive Craig
Herkert said Supervalu Inc. is not considering a bankruptcy filing
as part of a strategic review of its business.

"That is not a part of our strategic review," Reuters quotes Mr.
Herkert as saying.  Mr. Herkert said that the grocery chain, which
has a large debt load and is losing share to rivals, is still
profitable and paying down debt.

The Reuters notes Supervalu also reported disappointing quarterly
profit, further expense cuts and that it would begin reviewing
strategic alternatives.

SUPERVALU, Inc. (NYSE:SVU) -- http://www.supervalu.com/-- is a
grocery channel that conducts its retail operations under the
banners, such as Acme Markets, Albertsons, Bristol Farms, bigg's,
Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Save-A-
Lot, Shaw's Supermarkets, Shop 'n Save, Shoppers Food & Pharmacy
and Star Markets.  Additionally, the Company provides supply chain
services, primarily wholesale distribution, across the United
States retail grocery channel.  The Company operates in two
segments: Retail food and Supply chain services.  During the
fiscal year ended February 28, 2009 (fiscal 2009), the Company
added 44 new stores through new store development and closed 97
stores.  The Company leverages its distribution operations by
providing wholesale distribution and logistics and service
solutions to its independent retail customers through its Supply
chain services segment.


SUPERVALU INC: Fitch Lowers IDR to 'CCC' on Poor Operating Results
------------------------------------------------------------------
Fitch Ratings has downgraded its Issuer Default Rating (IDR) on
SUPERVALU INC. (SVU) and its subsidiaries to 'CCC' from 'B' and
has revised its ratings on the company's credit facilities and
notes.  As of June 16, 2012, the company had $6.3 billion of debt
outstanding including capital leases.

The downgrade reflects SVU's deteriorating operating results,
indicating that its strategy of making gradual price investments
to become more competitive is not gaining traction.  Fitch sees
additional execution risk associated with the company's revised
strategy that calls for more aggressive price investments, as they
may not yield higher sales volumes.  There is also the potential
for higher financial leverage should the company be sold.  Fitch
believes a complete sale of the business is unlikely, although a
sale of the hard discount or independent business could weaken the
company's business profile.

SVU's results continue to disappoint, with first-quarter retail
food (supermarket) identical store (ID) sales down 3.7%, and hard
discount ID sales (Save-A-Lot) down 3.4%.  Sales in the
independent business (wholesale distribution) were essentially
flat.  These declines follow a 2.8% decline in ID sales in fiscal
2012 and a 6.0% decline in fiscal 2011.

The company's weak operating results and the challenging
environment have led SVU's management to revise its operating
strategy by accelerating price investments and financing these
investments with accelerated cost reductions.  Fitch believes that
SVU's negative sales trends will be exacerbated over the near term
by this more aggressive pricing posture.

Longer term, accelerated price investments may not result in
increased volumes, as the entire grocery sector remains fiercely
competitive and larger, more capitalized retailers such as Kroger,
Safeway and Walmart continue to invest in price reductions as
well.  As a result, Fitch remains skeptical of Supervalu's ability
to narrow the ID sales gap over time.

The gross margin was down 10 basis points (bp) during the first
quarter, and the SG&A ratio was down 40bp, for a 50bp narrowing of
the EBIT margin, from 2.5% in 1Q'11 to 2.0% in 1Q'12.  SVU's EBIT
margin has been pressured in recent years by weak sales and the
deleveraging of fixed costs as well as the impact of ongoing price
investments, declining to 2.6% in fiscal 2012 from 2.7% in fiscal
2011 and 3.2% in fiscal 2010.

Fitch believes that SVU's operating results will continue to
weaken, and that its credit profile could be pressured longer
term, with the maturity of $1 billion of 8% notes in 2016
representing a significant hurdle.

Fitch expects ID sales will likely worsen and the gross margin
will drift lower over the next two years due to the accelerated
price investments.  This will be offset in part by some expense
leverage as the company tackles its cost structure more
aggressively.  Fitch expects the EBIT margin will narrow from 2.6%
in fiscal 2012 (ending February 2012) to below 2.5% over the next
two years.  EBITDA is expected to drop to below $1.7 billion this
year, versus $1.8 billion in fiscal 2012.

Adjusted debt/EBITDAR of 4.4x at June 16, 2012 may move only
modestly higher over the next two years, reflecting management's
continued commitment to repay debt with free cash flow (FCF),
estimated by Fitch at around $300 million annually over the next
two years.  Cash flow is helped by a reduction in capex to $450
million - $500 million from $661 million in fiscal 2012, and the
suspension of the dividend, which saves $74 million annually.

Management has retained Goldman Sachs and Greenhill & Co. to help
evaluate strategic alternatives, which could include selling all
or part of the company.  SVU has for the first time broken out its
hard discount division (Save-A-Lot), leaving it with three
reportable segments - retail food, Save-A-Lot and independent
business.

An outright sale of the business would be complicated by the weak
trends within SVU's core retail food segment, and its heavy debt
load.  However, the hard discount segment would be an attractive
property to the right buyer, and the independent business is
relatively stable, and could garner some interest.  The sale of
one or both of these properties could be deleveraging events in
the near term, assuming they sold for more than 3.6x EBITDA (the
current debt/EBITDA for the whole enterprise), and the proceeds
were used for debt reduction.

SVU has arranged a new asset-based revolver and term loan (ABL) to
replace the current facilities, which are secured only by equity
in subsidiaries. The new $1.65 billion is secured primarily by
inventories and the new $850 million term loan is secured
primarily by real estate.  The new facilities eliminate
restrictive financial covenants.

The new facilities do not violate the limitations on lien
covenants in the existing notes, which will therefore remain
unsecured.  Fitch's existing recovery analysis already assumes
that the banks would come ahead of the notes and receive a full
recovery.

Fitch intends to publish revised recovery ratings and assign
ratings to the new credit facilities when they become effective in
the next few weeks.  With regard to the existing capital
structure, Fitch has allocated an assumed enterprise value (EV)
across the organization based on a division of the independent
business (supply chain) segment between SUPERVALU Inc. (75%) and
the direct SVU operating subsidiaries (25%), and a division of the
retail segment based on the number of stores at each entity.

This refinancing extends the company's maturity schedule, compared
with the existing revolver maturity in 2015, and existing term
loan maturities in 2015 and 2018.  The company's key upcoming
maturities are $140 million of notes in 2013, $490 million of
notes and the $200 million A/R facility in 2014, and $1 billion of
notes in 2016.  The company should be able to handle the 2013-2014
maturities with free cash flow, leaving the next big hurdle in May
2016, when the $1 billion in notes comes due.

What Could Trigger A Rating Action

A downgrade could result if negative ID sales persist, suggesting
the company is not reversing traffic declines, or if operating
margins narrow more than expected, leading to weaker FCF and
credit metrics.  In addition, the company has some refinancing
risk longer term, with $1 billion of notes coming due in May of
2016.

Fitch has downgraded the following ratings:

SUPERVALU INC.

  -- IDR to 'CCC' from 'B';
  -- $1.5 billion bank facilities to 'B/RR2' from 'BB-/RR2';
  -- Term Loan B to 'B/RR2' from 'BB-/RR2';
  -- Senior unsecured notes to 'CCC/RR4' from 'B/RR4'.

New Albertson's, Inc.

  -- IDR to 'CCC' from 'B';
  -- Senior unsecured notes to 'CCC/RR4' from 'B/RR4'.

American Stores Company, LLC

  -- IDR to 'CCC' from 'B';
  -- Senior unsecured notes to 'B-/RR3' from 'B+/RR3'.


TEEKAY CORP: Moody's Affirms B1 Corp. Family Rating; Outlook Neg
----------------------------------------------------------------
Moody's Investors Service affirmed its debt ratings of Teekay
Corporation: B1 Corporate Family and B2 senior unsecured. Moody's
also lowered the Speculative Grade Liquidity rating to SGL-3 from
SGL-2 and changed the rating outlook to negative from stable.

Ratings Rationale

The negative outlook considers the potential for consolidated
credit metrics to remain weak for the B1 rating notwithstanding
management's stated intention to use more equity capital when
funding future growth investments or sales of assets from the
parent to one of the publicly-listed subsidiaries. Weak
fundamentals in the conventional tanker industry have led to
significant operating losses in Teekay's conventional tanker
operations, which have dragged down consolidated earnings and
operating cash flow, and maintained pressure on the weak credit
metrics profile. Teekay will reduce its exposure to the
conventional tanker segment in the upcoming 24 months as a number
of in-charters expire. Reducing investment in this segment should
lessen the pressure on consolidated earnings and operating cash
flows. Moody's anticipates the Teekay family of companies to
continue to pursue asset acquisitions and new projects because of
Teekay's objective to grow the value of its general partner
interests in the subsidiaries. How such investments are funded
will be an important determinant of whether Moody's can maintain
the current B1 rating.

The lowering of the Speculative Grade Liquidity rating to SGL-3
reflects Moody's expectation of negative free cash flow generation
into at least 2013 with ongoing vessel construction programs. The
liquidity assessment also anticipates more modest cash balances
and more limited availability on the Parent company's revolving
credit facilities and larger expirations of revolver commitments,
which will need to be refinanced.

Examining the financial statements of the daughter companies
highlights the significant amount of debt Teekay has incurred to
transform itself from mainly a crude oil tanker owner and operator
to the self-described asset manager that sources projects for the
Teekay family of companies. Deployment of capital for contracted
long-term, project-like investments in the LNG and offshore
segments reduces the variability of operating cash flows over the
course of the tanker cycle, but does not guarantee steady earnings
growth in all periods. The payout of an overwhelming majority of
earnings of the daughter companies to equityholders results in
higher leverage in these subsidiaries and is an impediment to a
stronger credit profile.

The B1 Corporate Family Rating reflects Teekay's position as a
leading provider of seaborne transportation of oil and refined
petroleum products, the contributions of the fixed-rate fleet that
cover its operating and G&A expenses and its adequate liquidity.
Moody's believes that the company's fleet deployment strategy
makes its risk profile stronger than that implied by its
particularly high leverage and weak coverage of interest. However,
the rating contemplates that Teekay's strategy to grow its MLP
distributions will lead to more acquisitions and sustained high
debt balances. Lower losses in the conventional tanker operations,
earnings expansion as recently acquired or completed vessels enter
revenue service in upcoming quarters and moving certain assets
into joint ventures should contribute to improving credit metrics.

The ratings may be downgraded if Teekay does not strengthen its
credit metrics. Moody's will look for Debt (net of restricted
cash) to EBITDA to fall below 7.0 times and EBIT to interest to
exceed 1.1 times by the December 31, 2012 measurement period, and
further improvements thereafter. For example, Moody's would look
for Debt to EBITDA to be falling below 6.0 times and EBIT to
interest to be approaching 1.5 times. The inability to increase
Retained cash flow to Net Debt above 7% could also lead to a
downgrade of the ratings. Moody's expects Teekay to invest in
additional projects with the passage of time. Moody's could
downgrade the ratings if pursuit of these new investments does not
allow for the de-levering at either the subsidiary or consolidated
Teekay levels. Repurchases of the Parent company's common shares
could also result in a ratings downgrade as could a sustained
decline in the Parent company's unrestricted cash to below $125
million or the inability of the parent or a subsidiary to timely
refinance upcoming maturities under any of the 14 revolving credit
facilities. There is no upwards pressure on the ratings because of
the current credit metrics profile. Significant strengthening of
credit metrics would be required before Moody's would consider a
change in the outlook to positive.

The principal methodology used in rating Teekay was the Global
Shipping 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.

Teekay Corporation, a Marshall Islands corporation headquartered
in Hamilton, Bermuda, having its main operating office in
Vancouver, Canada, operates a fleet of 151 owned or chartered-in
crude, refined products, LNG, LPG and FPSO vessels, including
eight newbuildings on order.


TEMPLE MESSIANIQUE: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Temple Messianique, Inc.
        aka Center Donation Thrift Store
        aka Messianique Child and Family Empowerment Centers
        aka Temple Messianique Child Care Center & Kindergarten
        5420 N. State Road 7
        Fort Lauderdale, FL 33319

Bankruptcy Case No.: 12-26713

Chapter 11 Petition Date: July 11, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Sherri B. Simpson, Esq.
                  LAW OFFICES OF SHERRI B. SIMPSON, P.A.
                  644 SE 5 Ave
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 524-4141
                  Fax: (954) 763-5117
                  E-mail: sbsecf@gmail.com

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

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

A copy of the Company's list of its 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-26713.pdf

The petition was signed by Joseph Valbrum, president.


THERAPEUTICSMD INC: Had $13.3 Million Net Loss in First Quarter
---------------------------------------------------------------
TherapeuticsMD, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $13.29 million on $721,692 of revenues for
the three months ended March 31, 2012, compared with a net loss of
$774,365 on $485,856 of revenues for the same period in 2011.

The Company's balance sheet at March 31, 2012, showed
$1.49 million in total assets, $4.84 million in total liabilities,
and a shareholders' deficit of $3.35 million.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

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

                       http://is.gd/F58krY

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.


TRAINOR GLASS: Has Access to Cash Collateral Until October
----------------------------------------------------------
Trainor Glass Company said in a court filing that First Midwest
Bank, its postpetition lender, has agreed to allow it access to
cash collateral until October.  The cash collateral motion filed
July 3, 2012, says the lender has agreed to a third and amended
supplemental budget which runs through Sept. 30, 2012.  The
document also says the postpetition lender has agreed to extend
the termination date until the earlier of (a) the lender serving a
notice of the occurrence of an event of default, and (b) Oct. 5,
unless the lender agrees to an extension.  A hearing on the cash
collateral motion was set for July 10.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRI-LAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Tri-Land Properties, Inc., an Illinois corporation
        One Westbrook Corporate Center
        Suite 520
        Westchester, IL 60154

Bankruptcy Case No.: 12-22623

Chapter 11 Petition Date: July 11, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: David K. Welch, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 South LaSalle St.
                  Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  E-mail: dwelch@craneheyman.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/innb12-22623.pdf

The petition was signed by Richard F. Dube, president.

Pending bankruptcy cases of affiliates:

                                                      Petition
   Debtor                   District / Case No.          Date
   ------                   --------------------         ----
Century Plaza, LLC,         Bankr. N.D. Ind. 11-24075   10/18/11
T-L Brywood LLC,            Bankr. N.D. Ill. 12-09582   03/12/12


TRIBUNE CO: Court to Confirm Plan, Overrules Objections
-------------------------------------------------------
As widely reported, Tribune Co. won Court approval of its Chapter
11 plan of reorganization at a hearing on Friday in Wilmington,
Delaware.

The Associated Press reports Judge Kevin J. Carey overruled
outstanding objections by various creditors to the company's plan,
which leaves Tribune in the hands of a new ownership group led by
the hedge fund Oaktree Capital Management, JPMorgan Chase and
Angelo, Gordon & Company, a firm that invests in troubled
companies.  Once final revisions to the plan are made, Judge Carey
said, he will confirm it.

The Wall Street Journal's Keach Hagey and Mike Spector note that
before it formally emerges from bankruptcy, Tribune must still get
approval from the Federal Communications Commission on new
broadcast licenses and waivers for overlapping ownership of
television stations and newspapers in certain markets.

WSJ also reports Tribune will soon turn to naming a new board and
possibly a new chief executive.  According to WSJ, people familiar
with the matter said no decisions have yet been made on Tribune's
strategic direction.  Speculation has swirled that the Los Angeles
Times could be up for sale at some point, with philanthropist Eli
Broad and News Corp. mentioned as possible suitors.

"Eli Broad would be interested in being one of a number of wealthy
families or foundations that would like to own the paper," said
Karen Denne, chief communications officer for the Broad
Foundation, according to WSJ.

WSJ also reports News Corp. Chief Executive Rupert Murdoch said
Friday he wasn't immediately interested in purchasing the Los
Angeles Times.  He said he would think about a possible purchase
but that it "isn't the right time."

A copy of Judge Carey's July 13 Memorandum overruling objections
to the Fourth Amended Plan is available at http://is.gd/6viMGJ

                       About Tribune Co.

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

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

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

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

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


TRIBUNE CO: Buena Vista Claim Reduced to $6.8MM From $110MM
-----------------------------------------------------------
Tribune Co. and Buena Vista Television entered into a stipulation,
which the Court approved, resolving Buena Vista's proofs of claim.
The parties agreed that the Buena Vista Claims, originally
asserted for $110,272,131, will be allowed for $6,805,448.  The
claims will be satisfied pursuant to the Debtors' plan of
reorganization.  In the event the Debtors assume their agreements
with Buena Vista, then the claims related to those contracts will
be afforded treatment under the Plan for the cure of defaults
arising from those assumed executory contracts.  Buena Vista will
retain the right to assert rejection claims should its contracts
be rejected.  The Debtors and Buena Vista had prepetition
television programming and barter programming agreements.

                       About Tribune Co.

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

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

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

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

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


TRIBUNE CO: AT&T Claim Reduced From $1.75MM to $1.13MM
------------------------------------------------------
Tribune Co. and AT&T Inc. entered into a stipulation, which the
Court approved, providing that the claims filed by AT&T for
$1,754,153 will be allowed as general unsecured claims at a
reduced amount of $1,134,137.  In the event the Debtors assume
their agreements with AT&T, then the claims related to those
contracts will be afforded treatment under the Plan for the cure
of defaults arising from those assumed executory contracts.  AT&T
will retain the right to assert rejection claims should its
contracts be rejected.  AT&T is the primary provider of
telecommunications and data services to the Debtors.

                       About Tribune Co.

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

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

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

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

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


TRIBUNE CO: Stipulation Allows Woodies Claim for $1.98-Mil.
-----------------------------------------------------------
Tribune Publishing Company and Woodies Holdings LLC were parties
to a lease dated May 9, 2005, for the property located at 1025 F.
Street, N.W., Washington, D.C.  The Debtor rejected the lease
which led to the Landlord filing a claim for rejection damages
totaling $2,064,202.  The Debtor engaged in discussions with the
Landlord over a period of eight months.  The parties have
compromised and settled the disputed Claim No. 6141.  The claim
will be reduced and allowed for $1,979,958.  The allowed claim
will be satisfied in accordance with the Debtors' plan of
reorganization.  The Court approved the parties' stipulation.

                       About Tribune Co.

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

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

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

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

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


TRIBUNE CO: Objects to Fla. Revenue Dept.'s $5.7-Mil. Claim
-----------------------------------------------------------
Tribune Co. and its affiliates object to and ask the Court to
disallow Claim No. 7104 asserted by the Department of Revenue for
the State of Florida after determining that they do not have any
liability for the claim because the amounts have already been
paid.  Claim No. 7104 asserts $5,750,522 for corporate income tax
liabilities and related interest charges allegedly owed by Tribune
Co. for tax years 2001 and 2003 through 2007.

                       About Tribune Co.

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

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

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

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

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


TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 67.95 cents-on-the-
dollar during the week ended Friday, July 13, 2012, an increase of
1.45 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 156 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)


TRONOX INC: Kerr-McGee Trial Put on Ice to Permit Mediation
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that trial of the lawsuit by creditors of Tronox Inc. and
the U.S. government against Tronox's former parent Kerr-McGee
Corp. has been halted until July 24.  The trial is in hiatus to
allow the parties to discuss settlement with help from a mediator,
according to court records.  The trial began in May, with the
government and Tronox creditors seeking billions of dollars for
environmental liabilities from Anadarko Petroleum Corp., which
acquired Kerr-McGee.  The lawsuit is Tronox Inc. v. Anadarko
Petroleum Corp. (In re Tronox Inc.), 09-1198, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TXU CORP: Bank Debt Trades at 40% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 60.28 cents-on-the-dollar during the week
ended Friday, July 13, 2012, an increase of 0.54 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 156 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


TXU CORP: Bank Debt Trades at 36% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 63.81 cents-on-the-dollar during the week
ended Friday, July 13, 2012, an increase of 1.11 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014, and carries Standard & Poor's
CCC rating.  The loan is one of the biggest gainers and losers
among 156 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNI-PIXEL INC: To Hold 2nd Quarter Conference Call on July 30
------------------------------------------------------------
UniPixel, Inc., will hold a conference call on Monday, July 30,
2012, at 4:30 p.m. Eastern time to discuss the second quarter
ended June 30, 2012.  Financial results will be issued in a press
release prior to the call.

UniPixel President and CEO Reed Killion and CFO Jeff Tomz will
host the presentation, followed by a question and answer period.

Date: Monday, July 30, 2012
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)
Dial-In Number: 1-877-941-2069
International: 1-480-629-9713
Conference ID#: 4552201

The conference call will be broadcast simultaneously and available
for replay via the Investors section of the company's Web site at
www.unipixel.com

Participants are advised to call the conference telephone number
5-10 minutes prior to the start time.

A replay of the call will be available after 7:30 p.m. Eastern
time on the same day and until Aug. 30, 2012:

Toll-free replay number: 1-877-870-5176
International replay number: 1-858-384-5517
Replay pin number: 4552201

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 and a
net loss of $3.82 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$6.97 million in total assets, $101,694 in total liabilities, and
$6.87 million in total shareholders' equity.


UNIT CORP: Fitch to Rate $350MM Subordinated Add-on Notes 'BB'
--------------------------------------------------------------
Fitch Ratings will rate a $350 million add-on to Unit
Corporation's (UNT) 6.625% senior subordinated notes 'BB-'.  The
sale of the notes will in part finance a $617 million acquisition
of certain oil and gas properties in Western Oklahoma and the
Texas Panhandle from Noble Energy, Inc.

Fitch rates UNT's other classes of debt as follows:

  -- Issuer Default Rating 'BB';
  -- Senior Unsecured Debt 'BB';
  -- Senior Subordinated Debt 'BB-'.

The Rating Outlook is Negative.

To finance the acquisition, which is expected to close in
September, UNT will reopen its 6.625% senior subordinated notes
issue due May 15, 2021 and add another $350 million to that $250
million issue.  UNT will look to its unsecured borrowing base
revolver to ultimately finance the balance of its needs, which
could add up to another $299 million including acquisition and
finance expenses.  The company is also evaluating the potential
sale of $200 million to $300 million in non-core assets.  The
company's $250 million borrowing base revolver is expected to be
increased to $750 million.

Fitch assigned a Negative Outlook to UNT's ratings following the
announcement of the acquisition owing to the potential increase in
leverage.  Fitch noted yesterday that if fully debt financed, the
acquisition could push leverage to approximately 1.5x UNT's
unadjusted LTM EBITDA at March 31, 2012 with the expectation that
debt/EBITDA would not exceed 2.0x by the end of this year assuming
stressed hydrocarbon prices.


UNIT CORP: Moody's Rates Proposed $350MM Sr. Sub. Notes 'B2'
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Unit
Corporation's proposed $350 million senior subordinated notes due
2021. Unit's other ratings were unchanged. The outlook is stable.

The note proceeds will be used to partially fund the previously
announced acquisition of Noble Energy, Inc.'s (Noble, Baa2 stable)
Mid-continent assets for $617 million. These notes will be
initially issued under Rule 144A under the Securities Act and
subsequently registered with the SEC and treated as a single class
of debt with Unit's existing $250 million senior subordinated
notes due 2021.

Issuer: Unit Corporation

  Assignments:

    US$350M Senior Subordinated Regular Bond/Debenture,
    Assigned B2

    US$350M Senior Subordinated Regular Bond/Debenture,
    Assigned a range of LGD5, 81 %

Ratings Rationale

While the Noble asset acquisition will triple Unit's debt burden
and push leverage significantly above its historically low levels,
Moody's views the added scale and diversification benefits coupled
with growth prospects for all three of its business segments, to
improve the company's business risk profile and partially mitigate
the increased financial risks. The purchase multiples ($61,700 per
boe of flowing barrel and $14 per boe of proved reserves) appear
rich given these are primarily natural gas assets. Although this
acquisition in Western Oklahoma and Texas Panhandle near Unit's
existing core Granite Wash and Marmaton acreage is a good
strategic fit for organic growth, this will also increase Unit's
asset concentration in one geographic region. Unit's pro-forma
debt to average daily production will leap to $21,000 per boe
(from $9,400 per boe) and debt to proved developed reserves will
increase to $7.40 per boe (from $3.60 per boe) following the
acquisition, which will still remain within Moody's tolerance
level for the Ba3 rated E&P universe. However, any material
increase from these levels could prompt a negative rating action.

The Ba3 Corporate Family Rating (CFR) is underpinned by Unit's
track record of consistent reserves and production growth; the
company's diversified exposure to the upstream, drilling and
midstream segments, which provides stability to cash flows and
market intelligence; and historically conservative financial
policies. The rating is tempered by Unit's limited scale of
upstream operations, natural gas weighted production and reserves
profile, and exposure to the cyclicality and volatility of the
mature North American land drilling market.

Unit's senior subordinated notes are rated B2, two notches below
the CFR, indicating their subordinated position in the capital
structure relative to the senior unsecured revolving credit
facility. Moody's overrode its Loss Given Default (LGD)
Methodology driven rating because of the anticipated increased
borrowings under the priority ranking revolver in the coming
quarters. The note rating reflects both the overall probability of
default of the company to which Moody's assigns a PDR of Ba3, and
a loss given default of LGD 5 (81%). In conjunction with the
acquisition, Unit intends to increase its revolver commitment
amount up to $750 million and the banks anticipate increasing the
borrowing base to $800 million.

The stable outlook reflects Unit's multi-sector exposure and
Moody's expectation that debt will not grow materially from
current levels .

An upgrade is possible if Unit can sustain production above 55,000
boe per day, significantly expand its midstream operations and
maintain a debt to PD reserves ratio below $5.00 per boe on a
consolidated basis.

A downgrade could occur if Unit's leverage, which has historically
been the key support for its rating, increases above $23,000 boe
in terms of debt to average daily production. Any material decline
in production or separation/divestiture of non-E&P businesses
could also prompt a downgrade.

The principal methodology used in rating Unit Corporation was the
Global Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Unit Corporation, headquartered in Tulsa, Oklahoma, is a
diversified energy company engaged in the exploration and
production of oil and gas, onshore contract drilling, and
gathering and processing activities. Operations are principally
located in the Mid-Continent region, including the Anadarko,
Arkoma, Permian, Rocky Mountain and Gulf Coast Basins.


UNIT CORP: S&P Retains 'BB-' Subordinated Debt Rating After Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB-' subordinated
debt rating on Unit Corp.'s 6.625% senior subordinated notes due
2021 is unchanged.

The company announced it will seek to add on $350 million to the
existing $250 million notes outstanding, bringing the total issue
amount to $600 million.

"The recovery rating on the notes is '3', indicating our
expectation of meaningful (50% to 70%) recovery in the event of a
payment default," S&P said.

The 'BB-' corporate credit rating and stable outlook on Tulsa-
based Unit are unaffected.

The exploration and production company intends to use proceeds to
partially finance its recently announced acquisition of Noble
Energy Inc.'s (BBB/Stable/--) interests in certain oil and gas
assets in Western Oklahoma and the Texas Panhandle, and for
general corporate purposes.

The proposed transaction is about $617 million and encompasses
84,000 net acres primarily in the Granite Wash, Cleveland, and
Marmaton plays in western Oklahoma and the Texas Panhandle.

The estimated proved reserves of the subject properties is 44
million barrels of oil equivalents and the estimated average net
daily production is 10,000 barrels of oil equivalent.

"Pro forma for the proposed transaction, we expect credit measures
to remain satisfactory for the ratings," S&P said.

The ratings on Unit reflect the company's lack of scale in its
business units, aggressive near-term capital spending, and weak
utilization of low horse power drilling rigs. Offsetting these
negatives is its above-average financial performance, good
operating costs, and diversified business portfolio.

Related Criteria And Research
Revised Assumptions For Assigning Recovery Ratings
to the Debt of U.S. Oil And Gas Exploration And Production
Companies, Sept. 30, 2010

Ratings List

Unit Corp.
Corporate Credit Rating                   BB-/Stable/--

Rating Remains Unchanged

Unit Corp.
$600 mil sr sub notes due 2021            BB-
  Recovery Rating                          3


WATERFORD TOWNHOMES: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Waterford Townhomes Limited Partnership
        405 Atlantis Road, Suite B
        Cape Canaveral, FL 32920-0450

Bankruptcy Case No.: 12-33206

Chapter 11 Petition Date: July 11, 2012

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Steven L. Diller, Esq.
                  DILLER AND RICE, LLC
                  124 E Main St
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  E-mail: steven@drlawllc.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/ohnb12-33206.pdf

The petition was signed by James Kincaid, vice president Hertitage
Waterford, Inc., general partner.


WATERLOO RESTAURANT: Romano's Mac Franchise to End; Broker Tapped
-----------------------------------------------------------------
Waterloo Restaurant Ventures, Inc., filed an amended application
asking the bankruptcy judge to increase the duties of Capital
Insight by adding certain broker duties.

The Debtor in April obtained approval to hire Insight Capital to
provide Martin J. Giardina as chief restructuring officer.

Mac Acquisition LLC has allowed the Debtor to continue operating
Romano's Macarano Grill franchises up through and including
Aug. 31, 2012.  Mac has not agreed to any further extension.

Thus, the time to market the Debtor's assets is now, in order to
maximize the value of the assets while still operating as Romano's
Macaroni Grill franchises, the Debtor said in a court filing.

The Debtor says that Capital Insight has agreed to assist in the
evaluation of strategic alternatives and render general investment
advise, including:

  (a) assisting the Debtor with respect to evaluating a sale
      transaction involving the Debtor and a third party; and

  (b) assisting the Debtor with respect to the marketing and
      selling of substantially all of its assets, whether personal
      property, tangible and/or intangible assets, including,
      without limitation, the assignment and assumption of all
      franchise rights and obligations, leasehold interests,
      licenses, permits and other contractual rights or
      obligations.

Capital Insight will be paid in accordance with a compensation
structure:

  (i) a non-refundable retainer fee of $25,000 not contingent on
      the consummation of any transaction.

(ii) consummation of a sale transaction and payable upon closing,
      a success fee based on this schedule:

      Transaction Consideration  Fee Level      Fee
      -------------------------  ---------      ---
      First $6 million             N/A       $200,000 fixed fee
      Next $2 million              5.0%      $100,000 maximum fee
      Above $8 million             6.5%      No maximum

(iii) reimbursement for reasonable and documented out-of-pocket
      expenses.

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

As of April 5, 2012, the Office of the U.S. Trustee has not
appointed an official committee of unsecured creditors.

In May, the General Electric Capital Corp., the DIP lender, agreed
to extend the maturity date of the loan until June 30, 2012.


WATERLOO RESTAURANT: Rosen Systems Is Auctioneer
------------------------------------------------
Waterloo Restaurant Ventures, Inc., sought and obtained approval
to employ Rosen Systems, Inc. as auctioneer.

Shortly before the Petition Date, Waterloo closed two of its
Romano's Macaroni Grill locations.  The first location closed was
located in Boise, Idaho, and the second was at Eastridge Mall in
San Jose, California.  Since the Petition Date, the Debtor has
closed another Romano's Macaroni Grill location, located at
Dublin, California.

The various restaurant equipment, including furniture, fixtures
and equipment are still located at the closed locations. The
include dining tables, dining chairs, shelving, ice machines,
pasta cookers, preparation tables, convection ovens, fryers, and
burners.

Rosen Systems will creating an inventory of the restaurant
equipment in the closed locations, advertise and conduct an
auction sale.

Rosen will receive a commission derived from a 10% buyer's premium
charged to each purchaser.

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

As of April 5, 2012, the Office of the U.S. Trustee has not
appointed an official committee of unsecured creditors.

In May, the General Electric Capital Corp., the DIP lender, agreed
to extend the maturity date of the loan until June 30, 2012.


VALENCE TECHNOLOGY: Needs Add'l Financing for Operations
--------------------------------------------------------
Valence Technology, Inc., which has sought bankruptcy protection,
said it needs additional financing in order to maintain
operations, and is seeking bankruptcy court approval to use cash
collateral while a loan is being negotiated.

Robert Kanode, president and CEO, said in a court filing, "To meet
its current liquidity requirements, Valence needed additional
financing, either in the firm of debt or equity, to fund its
operating and capital needs.  Due to its historical operating
results and its high level of existing debt, as well as other
factors, Valence has so far been unable to secure the financing it
needs."

From $16 million in 2010, revenue climbed to $46 million in fiscal
2011.  Revenue in fiscal 2012 was slightly down to $44 million.
Although it has expanded its customer base and increased its
revenue, it has experienced operating losses in the current and
prior fiscal years.  There's also a third party loan in the amount
of $3 million in principal and interest maturing on July 31, 2012.

Valence Technology said its cash and cash equivalents were
insufficient to fund its operating and capital needs and thus it
was forced to seek bankruptcy protection.

"Valence is currently negotiating a debtor-in-possession credit
facility and expects to announce the facility shortly.  Once in
place, this facility will be used to enhance liquidity and working
capital and will be subject to Court approval and other
conditions," the Company said in a statement on Thursday.

To fund operations while a DIP financing is being negotiated, the
Debtor is seeking Court approval to use cash collateral.  The
Debtor says it will not be able to meet its ongoing postpetition
obligations unless permitted to use the cash collateral.  The
Debtor seeks to use cash collateral during the period from the
Petition Date through Aug. 9, 2012, pending final hearing on the
motion.

The Debtor disclosed debt of $82.6 million and assets of $31.5
million as of March 31. It owes $35 million in loans to affiliates
of Chairman Carl Berg, about $34 million in interest on those
loans, and $3 million on a third-party loan. The company also owes
about $9 million on two series of convertible preferred stock held
by Berg affiliates and has $11 million in trade debt and accrued
expenses.

                     About Valence Technology

Founded in 1989, Valence develops lithium iron magnesium phosphate
rechargeable batteries.  Its products are used in hybrid and
electric vehicles, as well as hybrid boats and Segway personal
transporters.

Valence Technology on July 12, 2012, filed a voluntary petition
for a chapter 11 business reorganization (Bankr. W.D. Tex. Case
No. 12-11580) in its home-town Austin, Texas.

The Company is being advised by Streusand, Landon & Ozburn, LLP
with respect to bankruptcy matters.


VALENCE TECHNOLOGY: 2 Directors Resigned on Eve of Bankruptcy
-------------------------------------------------------------
Donn V. Tognazzini and Bert C. Roberts, Jr., resigned from the
Board of Directors of Valence Technology, Inc.  The Company
believes that Mssrs. Tognazzini and  Roberts' resignations
were caused, in whole or in part, by their disagreement with other
members of the Board and management regarding whether the Company
should file for reorganization under Chapter 11 of the United
States Bankruptcy Code.

Mr. Tognazzini was the chairman of the Audit Committee of the
Board and a member of the Compensation Committee of the Board.
Mr. Roberts was a member of the Audit Committee of the Board, and
chairman of the Compensation Committee of the Board.

As a result of the resignations, the Company is no longer in
compliance with Listing Rules 5605(b)(1) and 5605(c)(2)(A) of the
NASDAQ Stock Market LLC.  Listing Rule 5605(b)(1) requires a
majority of the Board must be comprised of Independent Directors
(as defined in Listing Rule 5605(a)(2)).

The Company is provided with the same cure period under (i)
Listing Rule 5605(b)(1)(A) to regain compliance with Listing Rule
5605(b)(1) and (ii) Listing Rule 5605(c)(4)(B) to regain
compliance with Listing Rule 5605(c)(2)(A).  Under those rules,
the Company has a cure period to regain compliance as follows: (i)
until the earlier of the Company's next annual shareholders?
meeting or July 5, 2013, or (ii) if the Company's next annual
shareholders' meeting is held no later than 180 days following
July 5, 2012, then the Company must evidence compliance no later
than the end of such 180 day period.

The Company had received a notification letter from the NASDAQ
Listing Qualifications Department dated June 12, 2012, which
stated that the Company's common stock was subject to delisting
from The NASDAQ Capital Market because the Company had not
regained compliance with the $1.00 minimum bid price rule.  By
letter dated June 19, 2012, the Company requested a hearing to
appeal the Staff's delisting determination to the NASDAQ Hearings
Panel in accordance with NASDAQ's applicable procedures set forth
in the Listing Rule 5800 Series.  The hearing is scheduled for
July 26, 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.

Valence Technology, Inc., on July 12, 2012, filed a voluntary
petition for a chapter 11 business reorganization (Bankr. W.D.
Tex. Case No. 12-11580) in its home-town Austin, Texas.

The Company is being advised by Streusand, Landon & Ozburn, LLP
with respect to bankruptcy matters.


VCA ANTECH: S&P Revises Outlook to Stable on Growth Prospects
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Los Angeles-based veterinary health company VCA
Antech Inc., and its 'BB+' issue-level rating on subsidiary Vicar
Operating Inc.

"We revised our rating outlook to stable from negative, because we
are increasingly confident that VCA can expand, while maintaining
leverage below 4x. "The ratings on VCA Antech Inc. reflect our
assessment of VCA's business risk profile as fair, based on a
leading, but narrow market focus," said Standard & Poor's credit
analyst Michael Kaplan.

"Its financial risk profile is "significant," revised from
"aggressive," according to our criteria. The ratings incorporate
our expectation that VCA, through acquisitions, will increase
revenues through 2013 at low-double-digit rates. We assume some
limited price increases will blunt a decline in margins, given
still-weak volume and costs tied to a Web-based veterinary
initiative, and that debt-financed expansion will not take debt
leverage above 3.5x," S&P said.

The fair business risk profile reflects VCA's narrow focus in a
mature business, subject to a sluggish economy. Fueled by
acquisitions, the company has grown over time to become the
largest player in veterinary services, by far, with 589 animal
hospitals (77% of revenues) and 53 veterinary diagnostic
laboratories (21%).

In the 2012 first quarter, acquisitions increased its animal
hospital count nearly 10%. Its leading market position provides
scale advantages in a fragmented field, and benefits from pet
owners' reluctance to cut spending on non-elective visits to
animal hospitals.

At the same time, VCA's business concentration in the animal
health field exposes the company to the uncertain level of pet
spending, given the discretion of owners to limit expenditures,
especially if the U.S. economy is soft. Two companies with similar
sensitivity to consumer spending are Service Corp. International
(BB/Stable/--) and Butler Animal Health Supply (BB/Stable/--). A
larger consolidator in a different business, Service Corp.
International, also has a "fair" business risk descriptor,
incorporating its similar narrow, albeit leading, position in its
field--death care services.

Butler Animal Health Supply, a leading distributor of animal
health products with a revenue base about two-thirds the size of
VCA, with lower margins, has a business risk profile it assesses
as "weak."


VOLKSWAGEN-SPRINGFIELD: Can Use BB&T Cash Collateral Until July 20
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia, in
a third order, authorized Volkswagen-Springfield, Inc.'s use of
Branch Banking and Trust Company's cash collateral until the
July 20, 2012, hearing.

The Debtor is authorized to use cash collateral to make the
disbursements.  The Debtor may exceed permitted expenditures in
aggregate by not more than 10% during the interim period or other
amount as the Debtor and BB&T may agree.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant replacement lien on
these assets: (a) all of the Debtor's rights in accounts
receivable and cash generated from the sale or other disposition
of collateral of BB&T; and (b) any tangible or intangible assets
of the Debtor created or acquired.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has yet been appointed in the case.




WERHANE SERVICE: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Werhane Service Center, Inc.
        1992 2nd Street
        Highland Park, IL 60035

Bankruptcy Case No.: 12-27469

Chapter 11 Petition Date: July 10, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Joseph E. Cohen, Esq.
                  COHEN & KROL
                  105 West Madison, Suite 1100
                  Chicago, IL 60602
                  Tel: (312) 368-0300
                  E-mail: jcohen@cohenandkrol.com

Scheduled Assets: $1,700,000

Scheduled Liabilities: $1,035,153

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-27469.pdf

The petition was signed by Lorenz Werhane, Jr., president.

Pending bankruptcy cases filed by affiliates:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lorenz J. Werhane Revocable Trust
dated May 19, 1998                    --                  07/10/12
Theresa A. Werhane Revocable Trust
dated May 19, 1998                    --                  07/10/12


XTREME IRON: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Xtreme Iron, LLC
        fka Vilhauer Construction, LLC
        2000 S. Stemmons Freeway
        Hickory Creek, TX 75065

Bankruptcy Case No.: 12-34540

Chapter 11 Petition Date: July 11, 2012

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Gregory Wayne Mitchell, Esq.
                  THE MITCHELL LAW FIRM, L.P.
                  8140 Walnut Hill Lane
                  Suite 301
                  Dallas, TX 75231
                  Tel: (972) 463-8417
                  Fax: (972) 432-7540
                  E-mail: greg@mitchellps.com

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

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

A copy of the list of three largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb12-34540.pdf

The petition was signed by Ron Abney, manager.

Affiliates that have pending bankruptcy cases:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Xtreme Iron Holdings, LLC              13-33832   06/13/12
Xtreme Iron Hickory Creek, LLC         12-41750   06/29/12


YOUNG FAMILY TRUST: Follows Cocopah to Chapter 11
-------------------------------------------------
The Young Family Trust Established August 26, 1987 filed a bare-
bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-15647) on
July 12, 2012, in Yuma, Arizona.

The Debtor estimated assets of up to $1 million and debts of
$100 million to $500 million.

Craig D. Hansen, Esq., at Squire Sanders (US) LLP, in Phoenix,
serves as counsel to the Debtor.

The Trust is owned by Harriet Marily Young and Dale Young.

The Debtor disclosed that a related entity has a pending Chapter
11 case.  Cocopah Nurseries of Arizona, Inc., filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 12-15292) on July 9, 2012.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The Debtors' core
business involves the cultivation of palm trees and other trees
used for landscaping purposes, as well as the associated farming
of citrus, dates, and other crops.  Revenue in 2010 was $23
million, down from $57 million in 2006.

The Debtors have no less than $70 million of secured debt to
Rabobank.  The Debtors also have no less than $65 million of
secured indebtedness to Wells Fargo.  Cocopah's obligations are
subject to guarantee agreements by certain members of the Young
family and related family trusts.


* Moody's Says Private Equity Firms' Leverage Less Aggressive
-------------------------------------------------------------
US speculative-grade companies increased dividend payouts by more
than 10% in 2011 and the first quarter of 2012 as private equity
sponsors sought to extract returns from sponsored companies at a
time when M&A opportunities have been limited and the IPO market
has been soft, says Moody's Investors Service in a new special
comment, "Sponsors Extracting More Dividends, But at Leverage
Below Boom-Era Peaks."

So far this year through June, rated companies mostly controlled
by private equity sponsors launched at least 35 debt-financed
dividend recapitalizations worth more than $11 billion, says
Moody's. In the largest deals, private equity-controlled media
company Clear Channel Worldwide Holdings Inc. paid a nearly $2.2
billion dividend, while healthcare behemoth HCA Inc. distributed
nearly $1 billion to shareholders.

"We expect dividends to remain a popular way to extract returns in
an uncertain global environment with limited exit opportunities
for private equity owners," said Lenny Ajzenman. "That said, debt
funding has been less aggressive than during the bubble era, and
leverage remains well below the peaks of 2006-2007."

More than half of the 35 companies that executed dividend recaps
this year saw leverage increase to 4x-6x as a result, a level
consistent with the median for non-financial companies with
single-B ratings, says Moody's.

Debt increased significantly for some later-vintage leveraged
buyouts executed in 2008 to 2011, says the report. Leverage
increased significantly after dividend recaps this year at Getty
Images Inc., Sea World Parks & Entertainment Inc. and Thermadyne
Holdings Corp., among others, says Moody's, possibly because
capital market conditions constrained the initial leverage when
these deals were executed.

But rating implications were limited, says Moody's. Few of the PE-
sponsored companies that completed dividend deals in 2012 saw
their ratings downgraded as expectations of a leveraging
transaction were already incorporated. Just four of the 35
dividend recaps resulted in a ratings downgrade.


* Moody's Says Some PPPs Sensitive to Counterparty Risk
-------------------------------------------------------
Recent rating activity underscores the sensitivity of some public-
private partnerships (PPPs) to key counterparty risk, says Moody's
Investors Service in a new report.

"Public private partnerships are at the center of a web of
contracts with various counterparties and are structured to
contend with possible downgrades of key counterparties," said
Moody's VP-Senior Credit Officer Catherine Deluz, author of the
report. "However, in some cases, the headroom has been consumed,
and PPP ratings may become sensitive to key counterparty ratings
even when the projects are performing well from an operational
perspective."

The report, "Recent Rating Actions Underscore the Sensitivity of
some Public-Private Partnerships to Key Counterparty Risk,"
reviews Moody's recent PPP rating actions in response to changes
in counterparty quality and the consequences of a key counterparty
downgrade for a PPP.

"This is particularly true when the weakening counterparty is the
construction company during the construction period or the
government offtaker during the operating phase," said Deluz.

Aside from governments and construction companies, there are a
number of other counterparties critical to PPPs, according to
Moody's. These include providers of operating services; banks and
other financial institutions as lenders, providers of swaps and
providers of debt service reserve fund letters of credit; equity
sponsors; and providers of construction period security.

"The downgrade of any one of these counterparties could have
consequences on the rating of the related PPP," said Deluz. "In
Moody's analysis, the extent of any impact from a deteriorating
counterparty is assessed on a case-by-case basis. In some, the
impact may be limited or none; in others, the result will be
credit negative and may lead to a one-for-one downgrade or more."

In order to analyze the consequence of such counterparty downgrade
for the PPP rating, the rating agency says it takes into account
the availability of structural protection and willingness of
parties to apply the structural protection; the relative rating of
the counterparty vs. that of the project/replacement triggers; the
resilience of the project company to the loss of the downgraded
counterparty; and the overall context of the counterparty
downgrade.


* Moody's Says Majority of Tobacco Settlement Bonds to Default
--------------------------------------------------------------
Nearly three-quarters of senior tranches of the tobacco settlement
bonds will default should cigarette consumption in the US continue
on its current rate of annual decline, says Moody's Investors
Service in a new report. Specifically, the rating agency finds
that if the decline in consumption continues at a
3% - 4% pace, as Moody's projects, bonds constituting 74% of the
aggregate outstanding balance of all the tobacco settlement bonds
will default.

The finding is consistent with current ratings on the tobacco
settlement bonds, 79% of which are rated at B1 or below, says
Moody's in the new report "Sustained Decline in Cigarette
Consumption Rates Will Cause Many Tobacco Settlement Bonds to
Default."

"Characteristics that lead bonds to be vulnerable to a lower rate
of decline include high leverage, long bond maturity, and low cash
reserves," says Irina Faynzilberg, a Moody's Vice President-Senior
Credit Officer and Manager.

In the report Moody's presents consumption break-even decline
rates for the bonds, which estimate the rate of decline that would
lead a particular bond to default.

Moody's finds that 15 tranches representing 33% of the rated bond
balance have an annual consumption decline break-even in the 2%-3%
range, while 27 tranches representing 41% of the aggregate rated
outstanding balance for all tobacco bonds, have an annual
consumption decline break-even in the 3% - 4% range. The analysis
assumes a constant rate of decline for the duration of the bonds'
life.

Moody's calculates the break-evens for cigarette consumption
decline rates by conducting iterative cash flow analyses to
determine the default threshold for each rated bond, holding all
other inputs constant. The default threshold is the highest
constant annual decline rate for cigarette consumption at which
each bond fully amortizes by its final maturity date without a
payment default.

Moody's notes that although it does not assign ratings based on
consumption breakevens, they do closely correlate with ratings.

Moody's will be updating its break-even analysis for the bonds
annually.

Moody's rates 32 tobacco settlement securitizations, with an
outstanding balance of $20.4 billion.

Tobacco settlement bonds are securitizations of annual payments
that participating tobacco manufacturers remit to certain states
and territories pursuant to the Master Settlement Agreement signed
in 1998.


* Missouri Bank's Failure Hikes Year's Total to 33 Fallen Banks
---------------------------------------------------------------
Glasgow Savings Bank, Glasgow, Missouri, was closed Friday by the
Missouri Division of Finance, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Regional Missouri Bank, Marceline, Missouri, to
assume all of the deposits of Glasgow Savings Bank.

As of March 31, 2012, Glasgow Savings Bank had $24.8 million in
total assets and $24.2 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, Regional Missouri
Bank agreed to purchase essentially all of the assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $0.1 million.

Glasgow Savings Bank is the 33rd FDIC-insured institution to fail
in the nation this year, and the first in Missouri.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Glasgow Savings Bank     $24.8  Regional Missouri          $0.1

Montgomery Bank & Trust $173.6  Ameris Bank               $75.2
The Farmers Bank        $163.9  Clayton Bank and Trust    $28.3
Security Exchange Bank  $151.0  Fidelity Bank             $34.3
Putnam State Bank       $169.5  Harbor Community Bank     $37.4
Waccamaw Bank           $533.1  First Community Bank      $51.1
Farmers' and Traders'    $43.1  First State Bank           $8.9
First Capital Bank       $46.1  F & M Bank                 $5.6
Carolina Federal         $54.4  Bank of North Carolina    $15.2
Alabama Trust Bank       $51.6  Southern States Bank       $8.9
Security Bank, N.A.     $101.0  Banesco USA               $10.8
Plantation Federal      $486.4  First Federal Bank        $76.0
Inter Savings Bank      $473.0  Great Southern Bank      $117.5
Bank of the Est. Shore  $166.7  [No Acquirer]             $41.8
Palm Desert Nat'l       $125.8  Pacific Premier Bank      $20.1
HarVest Bank of Md.     $164.3  Sonabank                  $17.2
Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

The failures in 2010 were the most since 1992, when 179
institutions were taken over by regulators.

A complete list of banks that failed since 2000 is available at:

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

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* BOND PRICING -- For Week From July 9 to 13, 2012
--------------------------------------------------

  Company              Coupon      Maturity  Bid Price
  -------              ------      --------  ---------
A123 SYSTEMS INC        3.750     4/15/2016     21.500
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     42.900
AHERN RENTALS           9.250     8/15/2013     62.923
ALION SCIENCE          10.250      2/1/2015     49.350
AMBAC INC               6.150      2/7/2087      1.585
AMBAC INC               9.500     2/15/2021     27.125
AMER GENL FIN           4.100     7/15/2012     97.538
AMER GENL FIN           4.875     7/15/2012     99.428
ATP OIL & GAS          11.875      5/1/2015     45.150
ATP OIL & GAS          11.875      5/1/2015     44.125
ATP OIL & GAS          11.875      5/1/2015     44.125
BAC-CALL07/12           8.250     4/15/2027    101.970
BAC-CALL07/12           8.278     12/1/2026    102.070
BROADVIEW NETWRK       11.375      9/1/2012     67.800
BUFFALO THUNDER         9.375    12/15/2014     35.250
CTL-CALL07/12           7.500     6/15/2023     99.105
DIRECTBUY HLDG         12.000      2/1/2017     18.000
DIRECTBUY HLDG         12.000      2/1/2017     18.750
EASTMAN KODAK CO        7.000      4/1/2017     18.250
EASTMAN KODAK CO        7.250    11/15/2013     18.460
EASTMAN KODAK CO        9.200      6/1/2021     16.000
EASTMAN KODAK CO        9.950      7/1/2018     16.100
EDISON MISSION          7.500     6/15/2013     61.600
ELEC DATA SYSTEM        3.875     7/15/2023     97.000
ENERGY CONVERS          3.000     6/15/2013     37.500
EVERGREEN SOLAR        13.000     4/15/2015     48.000
F-CALL07/12             5.750     7/20/2021    100.000
FONTAINEBLEAU LA       10.250     6/15/2015      0.250
GEOKINETICS HLDG        9.750    12/15/2014     58.250
GLB AVTN HLDG IN       14.000     8/15/2013     25.250
GLOBALSTAR INC          5.750      4/1/2028     43.500
GMX RESOURCES           4.500      5/1/2015     32.000
GMX RESOURCES           5.000      2/1/2013     71.430
GMX RESOURCES           5.000      2/1/2013     73.815
HAWKER BEECHCRAF        8.500      4/1/2015     21.000
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     34.096
KELLWOOD CO             7.625    10/15/2017     28.520
KV PHARM               12.000     3/15/2015     47.000
LEHMAN BROS HLDG        0.250     12/8/2012     21.375
LEHMAN BROS HLDG        0.250     12/8/2012     21.375
LEHMAN BROS HLDG        0.250    12/12/2013     21.375
LEHMAN BROS HLDG        0.250     1/26/2014     21.375
LEHMAN BROS HLDG        1.000     12/9/2012     21.375
LEHMAN BROS HLDG        1.000    10/17/2013     21.375
LEHMAN BROS HLDG        1.000     3/29/2014     21.375
LEHMAN BROS HLDG        1.000     8/17/2014     23.250
LEHMAN BROS HLDG        1.000     8/17/2014     21.375
LEHMAN BROS HLDG        1.250      2/6/2014     21.375
LEHMAN BROS HLDG        1.500     3/29/2013     21.375
LEHMAN BROS INC         7.500      8/1/2026      7.550
LIFECARE HOLDING        9.250     8/15/2013     52.500
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     43.625
NETWORK EQUIPMNT        7.250     5/15/2014     50.000
NEWPAGE CORP           10.000      5/1/2012      6.000
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     11.625
PENSON WORLDWIDE        8.000      6/1/2014     34.833
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     15.000
POWERWAVE TECH          3.875     10/1/2027     12.877
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     21.392
RESIDENTIAL CAP         6.875     6/30/2015     25.000
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     25.000
TEXAS COMP/TCEH        10.250     11/1/2015     24.550
TEXAS COMP/TCEH        10.250     11/1/2015     25.000
TEXAS COMP/TCEH        15.000      4/1/2021     33.500
TEXAS COMP/TCEH        15.000      4/1/2021     34.250
THORNBURG MTG           8.000     5/15/2013     10.000
TIMES MIRROR CO         7.250      3/1/2013     36.000
TOUSA INC               9.000      7/1/2010     13.000
TOUSA INC               9.000      7/1/2010     19.875
TRAVELPORT LLC         11.875      9/1/2016     38.000
TRAVELPORT LLC         11.875      9/1/2016     37.600
TRIBUNE CO              5.250     8/15/2015     33.550
TRICO MARINE            3.000     1/15/2027      0.750
TRICO MARINE            3.000     1/15/2027      0.750
USEC INC                3.000     10/1/2014     48.084
UST INC                 6.625     7/15/2012    100.062
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.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***