TCR_Public/120717.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 17, 2012, Vol. 16, No. 197

                            Headlines

10-16 MANHATTAN: Property Manager Takes Over Biz Operations
237 EAST: Files Amended Outline for Reorganization Plan
44 CP I LOAN: Chapter 11 Status Hearing Scheduled for Aug. 2
ADVANCED HOMECARE: S&P Withdraws 'B+' Corporate Credit Rating
AFA FOODS: Cargill Wins Auction for Texas Beef Processing Plant

ALLIED SYSTEMS: Has Final OK for $20 Million Loan
AMBAC FIN'L: Shareholder Settlement Upheld in Appeals Court
AMERICAN ORIENTAL: Faruqi & Faruqi Probing Securities Fraud
AMERICAN ORIENTAL: Aug. 22 Deadline for Lead in Class Suit
AMSCAN HOLDINGS: Commences Tender Offer for 8.75% Senior Notes

APPLETON PAPERS: Cancels Hicks Merger Amid Market Conditions
APPLETON PAPERS: Moody's Confirms 'B2' CFR/PDR; Off Review
AURA SYSTEMS: Incurs $3.1 Million Net Loss in May 31 Quarter
BLITZ USA: Has Access to Cash Collateral Pending Asset Sale
BLITZ USA: Exclusivity Hearing Today; Committee Wants to File Plan

BLITZ USA: Judge Walsh to Hear Sec. 363 Sale Schedule Today
BLOCKBUSTER INC: U.S. Trustee's Request for Case Conversion Denied
BON-TON STORES: Consummates Sr. Notes Exchange Offer Settlement
BON-TON STORES: To Issue 2 Million Shares Under 2009 Plan
BOWLES SUB: Gets Final OK to Access Wells Fargo's Cash Collateral

BROADSIGN INT'L: Files Plan With 10% for Unsecured Creditors
BROADVIEW NETWORKS: To File Prepack Chapter 11 for Debt Swap
BROADVIEW NETWORKS: Owner MCG to Take Substantial Dilution
BROADVIEW NETWORKS: S&P Lowers CCR to 'CC' on Debt Restructuring
CELL THERAPEUTICS: Inks Master Services Agreement with Quintiles

CHEF SOLUTIONS: Court Dismisses Cases of Debtor Affiliates
CITY NATIONAL: Raul Oseguera No Longer Serves as SVP & Secretary
CIRCLE STAR: Amends Purchase Agreement with BlueRidge, et al.
CIRCUS AND ELDORADO: Noteholders Protest Owner's Chapter 11 Plan
CLEAN BURN: Plan Confirmation Hearing Continued Until Aug. 13

COCOPAH NURSERIES: Lender Challenges Bid to Use Cash for 18 Days
COEUR D'ALENE: S&P Withdraws 'BB-' Rating on $350MM Notes
COMMUNITY FINANCIAL: Incurs $450,000 Net Loss in First Quarter
COMMUNITY MEMORIAL: Philip W. Nantz Approved as Labor Counsel
COMMUNITY MEMORIAL: Varnum LLP Approved as Committee's Counsel

COMMUNITY MEMORIAL: Moody's Affirms 'Ba2' Revenue Bond Rating
COMPTON, CA: S&P Puts 'BB' SPUR on Revenue Bonds on Watch Neg
CONFORCE INTERNATIONAL: Incurs $3.8MM Net loss in Fiscal 2012
DAFFY'S: To Liquidate Over Next Several Months
DEWEY & LEBOEUF: Has Approval for Returning Files to Clients

DYNEGY INC: Joint Plan Confirmation Hearing Set for Sept. 5
EVANS OIL: At Least Three Bidders Vying for Assets
FANNIE MAE: Klayman & Toskes Continues to Investigate Claims
FILENE'S BASEMENT: Dissident Creditors Oppose Plan
FLORIDA GAMING: Amends Option Agreements with Freedom & Mitchell

FTS INT'L: Moody's Lowers Corporate Family Rating to 'B2'
FTS INT'L: S&P Affirms 'B' Corporate Credit Rating
FULLCIRCLE REGISTRY: Had $68,200 Net Loss in First Quarter
GAC STORAGE: Court Dismisses Chapter 11 Case of San Tan Plaza
GAVILON GROUP: Moody's Corrects May 30 Rating Release

GREENMAN TECHNOLOGIES: Amends 11.5 Million Common Shares Offering
HAMPTON ROADS: To Issue Add'l 10.9-Mil. Shares Under 2011 Plan
HIGHLANDS BANKSHARES: Had $414,000 Profit in First Quarter
HASCO MEDICAL: Had $51,650 Profit in First Quarter
HORSEHEAD HOLDING: S&P Assigns Prelim. 'B-' Corp. Credit Rating

HOTEL AIRPORT: Plan Outline Hearing Continued Until Sept. 11
HUGHES TELEMATICS: Agrees to Settle Stockholder Lawsuit in Ga.
IMPACT SERVICES: Looks to Auction Assets Aug. 17
IMPERIAL INDUSTRIES: Extends LOI with QEP Through July 30
INT'L ENVIRONMENTAL: Creditors Meeting Rescheduled to July 19

IPREO HOLDINGS: Moody's Lowers Credit Facility Rating to 'B1'
IPREO HOLDINGS: S&P Rates $35MM Incremental Term Loan 'BB-'
J & J DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors
JEFFERSON COUNTY, AL: Bondholders Headed to Circuit Court
JESCO CONSTRUCTION: Escapes Case Dismissal, Files Chapter 11 Plan

KV PHARMACEUTICAL: 2012 Annual Meeting Record Date Moved July 19
LEE'S FORD: Seeks to Use BB&T and SBA Cash Collateral
LEE'S FORD: Hiring DelCotto Law Group as Bankruptcy Counsel
LENNY DYKSTRA: Pleads Guilty to Bankruptcy Fraud
LON MORRIS: July 24 Final Hearing on $750,000 Amegy DIP Loan

LON MORRIS: Mulls Going Concern Sale; Taps Capstone as Advisor
LSP ENERGY: Inks Deal With Bondholders Over $80MM Claim
LUCID INC: Richard Pulsifer Succeeds Martin Joyce as CFO
MACCO PROPERTIES: U.S. Trustee Says Plan Outline Lacks Info
MAMMOTH LAKES: Creditor Says Town Ignored Settlement Offers

MC2 CAPITAL: U.S. Bank Reserves Right to Object Pending Settlement
MERITUS MINERALS: Renegotiates Terms of Deal With Asmos Co
MERRIMACK PHARMACEUTICALS: J. Quigley Succeeds R. Gay as Director
MF GLOBAL: Parent's Unpaid Fees Total $24.9 Million
NEWPAGE CORP: To File Plan After Rebuffing Verso Merger Bid

NEWPAGE CORP: To Mediate With Creditors, Lenders After Plan Filing
NORTH BY NORTHWEST: Case Summary & 4 Largest Unsecured Creditors
NORTHSTAR AEROSPACE: Wynnchurch Set to Buy Business for $70MM
OCALA FUNDING: Seeks Approval of Navigant, Lauria Engagement
OCEANSIDE YACHT: BB&T Says Prepetition Merger Could Be Fraudulent

ONE2ONE COMMUNICATIONS: Meeting to Form Panel Set on July 31
PARTY CITY: Moody's Corrects July 13 Rating PR on $700MM Notes
PARTY CITY: S&P Rates New $700M Senior Unsecured Notes 'CCC+'
PATRIOT COAL: Chapter 11 Filing Triggers Debt Agreements Default
PEREGRINE FINANCIAL: Ira Bodenstein Named Chapter 7 Trustee

PEREGRINE FINANCIAL: Wasendorf Confesses to 20-Year Fraud
PLATINUM PROPERTIES: $1.1MM Loan from Golden Investments OK'd
PLAYBOY ENTERPRISES: S&P Keeps 'B-' Corp. Credit Rating, Off Watch
PONCE TRUST: Property Securing 1300 Ponce's Loan Valued at $23.6MM
PONCE TRUST: U.S. Trustee Says Plan Outline Has Deficiencies

POSITIVEID CORP: Ironridge to Buy $10 Million Common Shares
RADLAX GATEWAY: Use of Amalgamated Bank's Cash OK'd Until Oct. 17
RESIDENTIAL CAPITAL: In Talks on Ally Loan-Servicing Deal
ROOMSTORE INC: Hearing on Plan Disclosure Set for July 24
ROOMSTORE INC: Taps Northeast Securities as Investment Banker

RYAN INTERNATIONAL: Has OK to Use Cash Collateral Until Sept. 30
RYAN INTERNATIONAL: Can Exclusively File Plan Until Sept. 30
RYAN INTERNATIONAL: Seeks Dismissal of Ryan 763K Case
RYAN INTERNATIONAL: Has OK to Hire Raymond James as Fin'l Advisor
SAN BERNARDINO, CA: City Govt. Faces Criminal Probe

SANKO STEAMSHIP: Chapter 15 Recognition Hearing Set for Aug. 8
SBA TELECOMMUNICATIONS: Moody's Corrects July 10 Rating Release
SBMC HEALTHCARE: Cash Collateral Hearing Set for July 24
SBMC HEALTHCARE: Files Schedules of Assets and Liabilities
SBMC HEALTHCARE: Taps Transwestern Property as Assets Broker

SECURED CALIF. INVESTMENTS: Trigild CEO Named Liquidating Trustee
SIGNATURE GROUP: ISS & Glass Lewis Back Vote FOR Company Picks
SMART ONLINE: Posts $1.1 Million Net Loss in First Quarter
SMF ENERGY: Court Approves Use of Wells Fargo's Cash Collateral
STELLAR GT: Court OKs Pantzer as Purchaser in Confirmed Plan

SUPERIOR PLATING: CCRP & WHI Buys Former Site
TRAILBLAZER RESOURCES: Posts $428,000 Loss in First Quarter
TRAINOR GLASS: Local Virginia Counsel Gets Additional Retainer
TRANSPORTADORA DE GAS: Offering Cash, New Note for Defaulted Note
TRIBUNE CO: Judge Carey Overrules Objections to Plan Confirmation

TRIBUNE CO: Opposes NY Finance Dept. Tax Claim
TRIBUNE CO: Robert Henke Insists on $100-Mil. Defamation Claim
TRIDENT MICROSYSTEMS: Amends Bylaws to Permit Fewer Directors
US FOODS: Moody's Reviews 'B3' CFR/PDR for Downgrade
VALENCE TECHNOLOGY: Creditors Now Subject to Automatic Stay

VALENCE TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
WAUPACA FOUNDRY: S&P Gives 'B+' Corporate Credit Rating on Buyout
WAVE SYSTEMS: Fails to Comply with Nasdaq's $1 Bid Price Rule
WVSV HOLDINGS: Wants to Incur $2.25MM Loan from Kennedy Funding
XTREME IRON: Sec. 341 Creditors' Meeting Set for Aug. 21

YOUNG FAMILY TRUST: Voluntary Chapter 11 Case Summary

* Circuit Court Makes Rules for Chapter 13 Family Size
* Dischargeability Can't Be Arbitrated, Circuit Rules
* No Copyright Jury Trial Following Stern v. Marshall

* Rust Omni Launches Mobile App for Bankruptcy Claims Industry

* Large Companies With Insolvent Balance Sheets

                            *********

10-16 MANHATTAN: Property Manager Takes Over Biz Operations
-----------------------------------------------------------
10-16 Manhattan Avenue LLC and its affiliates submitted to the
U.S. Bankruptcy Court for the Southern District of New York an
Amended Disclosure Statement explaining the Amended Plan of
Reorganization dated June 27, 2012.

The Amended Plan provides that, among other things:

   1. Contemporaneous with the execution of a settlement
      agreement, the Debtors appointed Jeffrey Pikus, principal of
      Bluestar, to serve as property manager of the properties;

   2. On May 29, the Bankruptcy Court entered an interim order,
      directing the receiver to turnover property of the Debtors'
      chapter 11 estates to the Debtors in care of the property
      manager -- Jeffrey Pikus, principal of Bluestar, to serve as
      property manager, and the order was entered on a final basis
      on June 15;

   3. The order (1) directed TD Bank to honor and process any and
      all checks or electronic transfers issued by the receiver --
      Bruce N. Lederman, Esq., drawn on the accounts maintained by
      the receiver as of the Petition Date, (2) authorized and
      directed the receiver to pay immediately those invoices,
      aggregating not more than $100,000, for obligations incurred
      by him in his capacity as receiver.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/10-16_MANHATTAN_ds_amended.pdf

                      Aug. 6 Combined Hearing

As reported in the Troubled Company Reporter on June 21, 2012, the
Debtors will seek confirmation of their Plan and approval of
the adequacy of the disclosure in the Disclosure Statement at a
combined hearing on Aug. 6, 2012, at 11:00 a.m. (prevailing
Eastern Time).

According to the Disclosure Statement, the Plan is the product of
extensive negotiations with, and is supported fully by, the
Debtors' secured lender, DG UWS SUB LLC.  Prior to the
commencement of their Chapter 11 cases, the Debtors and DG entered
into a settlement agreement dated May 22, 2012, resolving a
contested foreclosure proceeding pursuant to which the Debtors
will transfer the Properties to DG and, in exchange, DG will
provide the Debtors with sufficient funds to satisfy fully all
allowed administrative, priority, and general unsecured Claims.
The Debtors will assume the Settlement Agreement under the Plan.

Under the Plan the Debtors will assume the Settlement Agreement.
The Debtors will transfer, subject to the Mortgage and all of the
Properties' residential leases, all of their title to and interest
in each of the Properties to an entity designated by DG and
release DG, Bluestar, and each of DG's designees from all claims
that the Debtors have or could have asserted against them.

In exchange for the Debtors' transfer of the Properties under the
Plan, DG will provide the Debtors with sufficient funds with which
to satisfy fully all allowed administrative, priority, and general
unsecured claims.

In accordance with the terms of the Settlement Agreement, the
Debtors have appointed Jeffrey Pikus, principal of Bluestar, to
serve as property manager of the Properties.  Mr. Pikus is
empowered to manage and operate the business of each of the
Properties, including but not limited to leasing, renovations, and
supervising and settling tenant and property related litigations,
but only consistent with directives of DG and in all respects in
the capacity of a fiduciary to each Debtor and its estate.  The
Debtors intend to have Mr. Pikus serve as Property Manager through
confirmation of the Plan and Bluestar will continue to serve as
managing agent of the Properties during Mr. Pikus' tenure.

If the Debtors' Properties are conveyed to DG's designees pursuant
to the Plan, then in consideration of Pinnacle's, PMM's, and the
Guarantors' waiver of all claims against the Debtors and the
execution of the DG Release by Mr. Wiener, Pinnacle, PMM, and
Praedium, DG will pay the an entity identified by Pinnacle, PMM,
Mr. Wiener, and Praedium the sum of $4,200,000.

If, however, the Properties are conveyed to DG's designees through
an Alternative Acquisition pursuant to which DG acquires them
through foreclosure because the Plan is not confirmed, then DG
will pay the Fee Recipient the sum of $3,400,000.  Unless the
Chapter 11 Cases are dismissed, no Alternative Acquisition will
occur without the approval of the Bankruptcy Court.

Estimated recoveries under the Plan:

  Class   Claim or Interest                     Recovery
  -----   -----------------                     --------
   1       Remaining Priority Claims               100%
   2       govt. Authority Lien Claims             100%
   3       The DG Claim                          Impaired
   4       Receivership Claims                     100%
   5       General Unsecured Claims                100%
   6       Equity Interests                      Impaired

DG and the equity holders have agreed to accept the Plan pursuant
to the Settlement.

                   About 10-16 Manhattan Avenue

10-16 Manhattan Avenue LLC and 32 other entities, which own
residential apartment buildings in Manhattan, filed Chapter 11
bankruptcy petitions in Manhattan (Bankr. S.D.N.Y. Case Nos.
12-12261, 12-12264 to 12-12295) on May 24, 2012.  The Debtors are
owned by Praedium Fund VI, L.P. and Pinnacle Management Co. LLC.

Each Debtor claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) and owns a residential apartment building
that largely consists of rent-controlled and rent-stabilized
apartments.  The sole and managing member for each Debtor is PMM
Associates D-FXD LLC.

The Properties primarily are located in the Manhattan Valley
section of Manhattan in the low 100's on Riverside Drive and near
Central Park West. The Debtors purchased the Properties in 2005.

Judge Allan L. Gropper presides over the case.  Sanford P. Rosen,
Esq., and Nancy Lynne Kourland, Esq., at Rosen & Associates, P.C.,
serve as the Debtors' counsel.

Each Debtor's chapter 11 petition and corresponding schedules and
statement of financial affairs reflects an estimated fair market
value of the properties of $119 million; however, the value of the
Properties may be as high as $140 million, according to a court
filing.  The Debtors owe lender DG UWS Sub LLC $192.1 million in
principal plus $37.7 million in unpaid interest.  The Debtor
disclosed $7,160,877 in assets and $229,871,250 in liabilities as
of the Chapter 11 filing.

The Debtor's Pre-Negotiated Plan, included terms of the Settlement
Agreement which provides that (a) the Debtors will transfer,
subject to the Mortgage and all of the Properties' residential
leases, all of their title to and interest in each of the
Properties to a "buyer" designated by DG and (b) release DG,
Bluestar, and each of DG's designated buyers from all claims that
the Debtors have or could have asserted against them.


237 EAST: Files Amended Outline for Reorganization Plan
-------------------------------------------------------
237 East Ontario LLC submitted to the U.S. Bankruptcy Court for
the Northern District of Illinois a First Amended Disclosure
Statement explaining the proposed Plan of Reorganization .

According to the Amended Disclosure Statement, the Plan provides
for the sale of the property to the purchaser -- EasyPark, LLC, a
real estate developer and property holding company.  The purchase
price for the sale of the property under the letter of intent is
sufficient to pay all allowed claims in full, even if Disputed
Claims are subsequently allowed.

The proceeds from the sale of the property will be the only source
of funding for the Plan.

Under the Plan, all allowed claims will be paid in full at the
closing.  The Plan also provides that holders of equity interest
in the Debtor will be paid the net sale proceeds at the closing.

As reported in the Troubled Company Reporter on May 4, 2012, the
plan does not provide for the sale of the property pursuant to
Section 363 of the Bankruptcy Code because the proceeds from the
sale are sufficient to pay all claims against the estate in full,
even if disputed claims are allowed in full.  The Plan instead
provides for the conventional sale of the property -- a real
estate commonly known as 237 East Ontario Street, Chicago,
Illinois 60611, which is valued at $9 million and secures ad
mortgage to Podco 237 Ontario LLC of $964,000

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/237_EAST_ds_1amended.pdf

                    About 237 East Ontario LLC

237 East Ontario LLC, a single asset real estate under 11 U.S.C.
Sec. 101(51B), filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 11-49504) on Dec. 9, 2011.  Judge Carol A. Doyle presides over
the proceeding.  The Debtor is represented by Neal Wolf &
Associates, LLC.  On Jan. 13, 2012, the Debtor disclosed total
assets of $11.06 million and total of $8.31 million.

The Debtor's liquidating plan provides for the distribution of
proceeds among creditors and equity holders form the sale of the
Debtor's property to EasyPark, LLC.  The plan does not provide for
the sale of the property pursuant to Section 363 of the Bankruptcy
Code because the proceeds from the sale are sufficient to pay all
claims against the estate in full, even if disputed claims are
allowed in full.  The Plan instead provides for the conventional
sale of the property to the purchaser.


44 CP I LOAN: Chapter 11 Status Hearing Scheduled for Aug. 2
------------------------------------------------------------
The Bankruptcy Court will hold a status hearing in the Chapter 11
cases of 44 CP I Loan LLC and 44 CP II Loan LLC for Aug. 2, 2012,
at 1:30 p.m. at 230 N. First Ave., 6th Floor, Courtroom 602, in
Phoenix, Arizona.

44 CP I Loan LLC and 44 CP II Loan LLC filed bare-bones Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-15286 and 12-15287) in
Phoenix on July 9, 2012.  The Debtors each estimated assets and
debts of $10 million to $50 million.

Judge Eileen W. Hollowell oversees the case.  Mark Winkleman, as
chief operating officer, signed the Chapter 11 petition.  The
Debtors are represented by Cathy L. Reece, Esq., at Fennemore
Craig, P.C.


ADVANCED HOMECARE: S&P Withdraws 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its B+/Stable/ -
corporate credit rating on Dallas-based home healthcare provider
Advanced Homecare Holdings Inc. (AHH, d/b/a Encompass Home Health
Inc) at the company's request, following their debt refinancing.


AFA FOODS: Cargill Wins Auction for Texas Beef Processing Plant
---------------------------------------------------------------
Cargill said July 12 it is the successful bidder for the former
AFA Foods, Inc. ground beef processing plant in Fort Worth, Texas,
resulting from a federal bankruptcy court auction, with a bid of
$14.1 million for the facility, plus the purchase of all working
capital assets.   Cargill bid only on AFA's Fort Worth plant.

The transaction also received court approval July 12 and the sale
is expected to close this week.

"We're thrilled to be the winning bidder for the Fort Worth
facility due to its track record of producing quality products and
satisfying customers, its geographic advantage to our retail and
foodservice customers, its proximity to raw materials and its
access to growing regions," said Mary Thompson, president of the
Cargill Value Added Meats Food Service business headquartered in
Wichita, Kan.  "This is a strategic acquisition that complements
our existing beef production and distribution infrastructure and
better positions us to meet our goals for both short-term and
long-term profitable growth."

Cargill plans to retain the approximately 250 fulltime ground beef
production positions at the facility and invest appropriately
there to ensure the plant's ongoing competitive viability, as well
as to establish the company as a good, local, corporate citizen
that supports the community through giving and volunteerism.   The
Cargill Value Added Meats Food Service unit of Minneapolis-based
Cargill, Inc. services customers throughout the U.S. and Canada.
Its Fort Worth plant will produce ground beef patties and a
variety of ground beef packaged products for both the retail and
foodservice sectors.

"I congratulate and applaud Cargill for expanding its Texas
presence with the acquisition of the Fort Worth ground beef
processing plant," Texas Agriculture Commissioner Todd Staples
said.  "Texas is known worldwide as a great place to do business
and for being a powerhouse of productivity as a leading
agricultural state.  Cargill's announcement means jobs for Texans
and continued momentum for the Lone Star State."

"We eagerly look forward to welcoming the Fort Worth employees
into the Cargill family which currently includes more than 34,000
people, and more than 30 facilities, in its North American animal
protein businesses," stated Thompson.  "We take a great deal of
pride in knowing that our meat businesses provide safe,
nutritious, abundant and affordable food to our customers and
consumers, and that we now have a Fort Worth facility that will
help to ensure we can deliver on our promises.  It will be full-
speed ahead in Fort Worth as soon as the transaction closes, and
we could not be more pleased."

Over the past 15 months Cargill has announced approximately $100
million of investments in Texas supporting the company's animal
protein businesses, including the acquisition of a hog production
facility near Dalhart, construction of a livestock feed production
facility at Bovina and the Fort Worth beef processing facility
acquisition.  These projects will add hundreds of jobs, elevating
Cargill's total employment in the state to more than 6,000 at
three dozen locations throughout Texas.  Additionally, for fiscal
2012 and 2013 Cargill committed a total of $20 million in capital
investments at its Plainview and Friona, Texas, beef processing
facilities.

                             June Sales

Last month, the U.S. Bankruptcy Court for the District of Delaware
authorized AFA Investment Inc., et al., to sell substantially all
of their assets related to their:

   -- Georgia facility to FPL Food LLC for $7,200,000, pursuant to
      that amended and restated assets purchase agreement dated
      June 21, 2012; and

   -- California facility to Tri West Investments, LLC for
      $4,400,000 pursuant to an asset purchase agreement dated
      June 19, 2012.

Imperial Capital, as investment banker, assisted the Debtors in
completing the sale of the Debtors' assets.

FPL was the successful bidder for certain assets in the June 21
auction, and Kenosha Beef International Ltd. was designated as the
next highest bidder.

Copies of the APAs are available for free at:

          http://bankrupt.com/misc/AFA_sale_order.pdf
          http://bankrupt.com/misc/AFA_sale_order_b.pdf

                            About 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.


ALLIED SYSTEMS: Has Final OK for $20 Million Loan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allied Systems Holdings Inc. received final approval
near the end of last week for a $20 million loan from an affiliate
of controlling shareholder Yucaipa Cos.  Previously, the
bankruptcy court in Delaware had approved an interim $10 million
loan. The loan is secured by liens ahead of existing debt.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The Official Committee of Unsecuerd Creditors is being represented
by Sidley Austin LLP.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.


AMBAC FIN'L: Shareholder Settlement Upheld in Appeals Court
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ambac Financial Group Inc. defeated shareholders when
the U.S. Court of Appeals in Manhattan ruled that the bankrupt
company had the right to settle a shareholders' class-action suit.

According to the report, shareholders were attempting to overturn
a ruling from December by a U.S. District Judge who upheld the
bankruptcy court's approval of settlement of class-action
securities lawsuits begun by shareholders before Ambac filed for
bankruptcy reorganization.  The settlement, upheld by the appeals
court on July 12, means that shareholders can't proceed with
lawsuits against officers and directors even though some of them
believe the settlement is inadequate.

The report recounts that the lawsuits, naming Ambac and executives
as defendants, alleged that the company didn't accurately reflect
liabilities being taken on guaranteeing bonds.  While in Chapter
11 reorganization, Ambac took the position that it owns the
lawsuit and had the power to settle. The bankruptcy court and the
district court agreed.

The report discloses that in the settlement, Ambac paid $2.5
million the company put into escrow before bankruptcy. Insurance
companies providing directors' and officers' liability policies
agreed to pay $24.6 million.  The settlement was contingent on
barring dissent shareholders from continuing the suits or filing
new ones.  Lawyers representing plaintiffs in derivative suits
were excluded from the mediation leading to the settlement.

The 2nd Circuit Court of Appeals, according to the report, agreed
with the lower courts that once in bankruptcy, the "derivative
claims became property" belonging to Ambac. Consequently, the
circuit court ruled in its unsigned, two-page opinion that
shareholders didn't have any "cognizable interest" in how the suit
was settled because it belonged to the company, not to them.

The circuit court appeals case is Police and Fire Retirement
System of the City of Detroit v. Ambac Financial Group Inc. (In re
Ambac Financial Group Inc.), 11-4743, 2nd U.S. Circuit Court of
Appeals (Manhattan). The appeal in district court was Police and
Fire Retirement System of the City of Detroit v. Ambac Financial
Group Inc. (In re Ambac Financial Group Inc.), 11-7529, U.S.
District Court, Southern District of New York (Manhattan).

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN ORIENTAL: Faruqi & Faruqi Probing Securities Fraud
-----------------------------------------------------------
Faruqi & Faruqi, LLP is investigating potential securities fraud
at American Oriental Bioengineering Inc.

The investigation focuses on whether the company and its
executives violated federal securities laws by failing to disclose
that: (1) certain of the Company's capsule products maintained
chrome levels far exceeding humanly tolerable limits; (2) the
Company's financial statements contained material inconsistencies;
(3) the company's internal controls over financial reporting were
deficient; and (4), as a result of the foregoing, the Company's
statements were materially false and misleading at all relevant
times.

On March 16, 2012, the company's independent registered public
accounting firm, Ernst & Young Hua Ming ("E&Y"), informed AOBI's
Audit Committee of inconsistencies in the Company's financial
statements for fiscal year 2011.  Approximately one month later,
on April 19, 2012, the Company disclosed "onsite short notice
inspections" conducted by the Chinese State Food and Drug
Administration at four of AOBI's five manufacturing subsidiaries
after capsule products were discovered with chrome levels far
exceeding humanly tolerable limits.  Then, after being delisted by
the New York Stock Exchange on May 25, 2012, the Company's common
stock plummeted nearly 62% when it resumed trading over-the-
counter on May 29, 2012.

On June 15, 2012, the company disclosed that E&Y had withdrawn its
audit reports for the company's financial statements for the years
ended 2009 and 2010, after E&Y concluded that it could no longer
rely on management's representations in connection with its audits
of the financial statements for those years.

                            Take Action

"If you purchased AOBI securities between Nov. 9, 2009 and
June 15, 2012 and would like to discuss your legal rights, visit
www.faruqilaw.com/AOBI/"

          Juan Monteverde
          Richard Gonnello
          Francis McConville
          Tel: 877-247-4292
               212-983-9330
          E-mail: jmonteverde@faruqilaw.com,
                  rgonnello@faruqilaw.com
                  fmcconville@faruqilaw.com/

Faruqi & Faruqi, LLP also encourages anyone with information
regarding AOBI's conduct to contact the firm, including
whistleblowers, former employees, shareholders and others.

                      About American Oriental

AOBI is a pharmaceutical company dedicated to improving health
through the development, manufacture and commercialization of a
broad range of pharmaceutical and healthcare products.


After being delisted by the New York Stock Exchange on May 25,
2012, the Company's common stock plummeted $0.94 or nearly 62%, to
close at $0.58 when it resumed trading over the counter on May 29,
2012.

On June 15, 2012, the Company disclosed that it had dismissed E&Y
as its independent registered public accounting firm.  In
addition, the Company announced that E&Y had withdrawn its audit
reports for the Company's financial statements for the years ended
2009 and 2010, after E&Y concluded that it could no longer rely on
management's representations in connection with (a) its audits of
the financial statements for years ended December 2009 and 2010;
(b) its audit of the effectiveness of the Company's internal
control over financial reporting as of Dec. 31, 2009 and 2010; and
(c) its review of the Company's unaudited interim financial
statements for the quarters from Sept. 30, 2009 through Sept. 30,
2011.


AMERICAN ORIENTAL: Aug. 22 Deadline for Lead in Class Suit
----------------------------------------------------------
Shareholders of American Oriental Bioengineering, Inc., are
reminded of the federal securities class action filed against AOBI
and certain of its officers.  The securities class action (12-cv-
05789), filed in United States District Court, Central District of
California, is on behalf of all persons who purchased or otherwise
acquired securities between Nov. 9, 2009 and June 15, 2012,
inclusive.

This securities class action seeks to recover damages caused by
the Company's violations of the federal securities laws and to
pursue remedies under Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

"If you are a shareholder who purchased AOBI securities during the
Class Period, you have until Wednesday, August 22, 2012 to ask the
Court to appoint you as lead plaintiff for the class. A copy of
the complaint can be obtained at http://www.pomerantzlaw.com/To
discuss this action, contact Rachelle R. Boyle at
rrboyle@pomlaw.com or  888.476.6529 (or  888.4-POMLAW), toll free,
x237. Those who inquire by e-mail are encouraged to include their
mailing address and telephone number"

AOBI is a pharmaceutical company dedicated to improving health
through the development, manufacture and commercialization of a
broad range of pharmaceutical and healthcare products.

On March 16, 2012, the Company's independent registered public
accounting firm, Ernst & Young Hua Ming informed the Company's
Audit Committee of certain inconsistencies in the Company's
financial statements during its audit for the fiscal year 2011.

On April 19, 2012, the Company disclosed that four of its five
manufacturing subsidiaries were undergoing "onsite short notice
inspections" by the Chinese State Food and Drug Administration
after discovering thirteen types of capsule products with chrome
levels far exceeding humanly tolerable limits.

After being delisted by the New York Stock Exchange on May 25,
2012, the Company's common stock plummeted $0.94 or nearly 62%, to
close at $0.58 when it resumed trading over the counter on May 29,
2012.

On June 15, 2012, the Company disclosed that it had dismissed E&Y
as its independent registered public accounting firm.  In
addition, the Company announced that E&Y had withdrawn its audit
reports for the Company's financial statements for the years ended
2009 and 2010, after E&Y concluded that it could no longer rely on
management's representations in connection with (a) its audits of
the financial statements for years ended December 2009 and 2010;
(b) its audit of the effectiveness of the Company's internal
control over financial reporting as of Dec. 31, 2009 and 2010; and
(c) its review of the Company's unaudited interim financial
statements for the quarters from Sept. 30, 2009 through Sept. 30,
2011.

The Pomerantz Firm, with offices in New York and Chicago, is
acknowledged as one of the premier firms in the areas of
corporate, securities, and antitrust class litigation.


AMSCAN HOLDINGS: Commences Tender Offer for 8.75% Senior Notes
--------------------------------------------------------------
Amscan Holdings, Inc., has commenced a cash tender offer for any
and all of its outstanding 8.75% Senior Subordinated Notes due
2014.

In order to be eligible to receive the "Total Consideration" for
tendered Notes, Holders must validly tender (and not validly
withdraw) their Notes prior to 5:00 p.m., New York City time, on
July 26, 2012, unless extended by the Company.  The Total
Consideration includes an "Early Tender Payment" and the "Tender
Offer Consideration."  The Early Tender Payment will equal $30.00
per $1,000 principal amount of Notes tendered and accepted for
payment.  The Tender Offer Consideration will equal $973.75 per
$1,000 principal amount of Notes tendered and accepted for
payment, plus any accrued and unpaid interest on the Notes from
the last interest payment date on the Notes up to, but not
including the applicable "Settlement Date" for the Notes.  Holders
must validly tender (and not validly withdraw) their Notes prior
to 12:00 midnight, New York City time, on Aug. 9, 2012, unless
extended by the Company in order to receive the "Tender Offer
Consideration."

The Tender Offer is subject to certain conditions that are set
forth in the Offer to Purchase, among them the "Financing
Condition" and the "Merger Condition."

The Company has engaged Goldman, Sachs & Co., as the exclusive
Dealer Manager for the Tender Offer.  Persons with questions
regarding the Tender Offer should contact Goldman, Sachs & Co. at
(800) 828-3182 (toll-free) or (212) 855-9063 (collect).  Requests
for copies of the Offer to Purchase, Letter of Transmittal or
other offer materials may be directed to Global Bondholder
Services Corporation, the information agent and tender agent, at
(866) 873-6300 (toll-free) or (212) 430-3774 (banks and brokers).

                        About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture, and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

The Company's balance sheet at March 31, 2012, showed
$1.73 billion in total assets, $1.36 billion in total liabilities,
$52.45 million in redeemable common securities, and
$316.16 million in total stockholders' equity.

                           *     *     *

Amscan Holdings carries Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

In the April 19, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Elmsford,
N.Y.-based Amscan Holdings Inc. to 'B+' from 'B'.

"The upgrade reflects our belief that Amscan's credit measures
have improved and will remain indicative of those for an
'aggressive' financial risk profile.  We anticipate that credit
measures will improve modestly through fiscal year-end 2012,
through acquisition-related synergies and EBITDA expansion during
the next year," said Standard & Poor's credit analyst Stephanie
Harter.


APPLETON PAPERS: Cancels Hicks Merger Amid Market Conditions
------------------------------------------------------------
Appleton Papers Inc. and Hicks Acquisition Company II, Inc., a
special purpose acquisition company sponsored by Thomas O. Hicks,
announced they have mutually agreed to terminate their proposed
business combination due to volatile market conditions.

Accordingly, Appleton has terminated its previously announced
consent solicitation with respect its 10.50% Senior Secured Notes
due 2015 and its 11.25% Second Lien Notes due 2015 and will not
accept any consents provided by any of holders of the Notes.  The
consent solicitation, with respect to the Senior Notes, expired at
4:00 p.m., New York City time, on July 12, 2012, and the consent
solicitation, with respect to the Second Lien Notes, expired at
1:00 p.m., New York City time, on July 13, 2012.

The Company's purpose in making the consent solicitation was to
enable it to permit, and give effect to, the transactions
contemplated by the Equity Purchase Agreement dated as of May 16,
2012, as amended, by and among Appleton, Paperweight Development
Corp., Hicks Acquisition Company II, Inc., and HH-HACII, L.P., and
the Cross Purchase Agreement dated as of May 16, 2012, between PDC
and HACII.  The consent solicitation was subject to certain
conditions, including the successful consummation of the
Transaction.  With the termination of the Transaction, obtaining
the consent of holders of the Notes is no longer necessary.  Since
any consents provided by holders of the Notes will not be accepted
by the Company, no consideration will be paid in connection with
the consent solicitation.

                       About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

The Company reported a net loss of $2.11 million for the year
ended Dec. 31, 2011, compared with a net loss of $31.66 million
for the year ended Jan. 1, 2011.

Appleton's balance sheet at April 1, 2012, showed $609.83 million
in total assts, $864.04 million in total liabilities, and a
$254.21 million deficit.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


APPLETON PAPERS: Moody's Confirms 'B2' CFR/PDR; Off Review
----------------------------------------------------------
Moody's Investors Service took Appleton Papers Inc. off review and
confirmed the company's B2 Corporate Family Rating (CFR), B2
Probability of Default Rating (PDR), B1 senior secured, B3 senior
second lien and Caa1 senior subordinate ratings following the
announcement that Appleton and Hicks Acquisition Company II Inc
(Hicks - a special purpose acquisition company) have agreed to
terminate their proposed $675 million business combination.

Moody's current ratings on Appleton are:

  Long Term Corporate Family Ratings (domestic currency) Rating
  of B2

  Probability of Default Rating of B2

  Speculative Grade Liquidity Rating of SGL-3

  Senior Secured Rating of B1 (LGD3 33%)

  Senior Secured 2nd Lien Rating of B3 (LGD4 69%)

  Senior Subordinate Rating of Caa1 (LGD6 93%)

Ratings Rationale

The company was placed on review up on May 16, 2012, due to the
positive impact of the elimination of payments under the privately
held employee stock ownership plan (ESOP) structure, improved
liquidity and potential debt repayment as a result of the
combination with Hicks. Termination of the business combination
has lead to the removal of these positive factors.

Appleton's B2 corporate family rating reflects the company's
leading global market position in several specialty paper niches,
its improving product diversity and the company's strong and
stable margins. Over the near-term, the growth of the company's
thermal paper business and growth of the microencapsulating
business are expected to offset the decline in the company's
carbonless paper business. The ratings are constrained by the
company's limited financial flexibility due to the company's high
leverage and ESOP capital structure, the secular contraction in
the demand for the company's largest product and exposure to
cyclical end markets, as well as the company's exposure to
potential contingencies associated with environmental issues.
Including Moody's standard adjustments for items such as operating
leases and pensions, financial leverage (adjusted debt/EBITDA) is
expected to remain constant at around 6 times over the next 12 to
18 months.

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

Appleton headquartered in Appleton, Wisconsin, develops and
manufactures specialty coated paper products, including carbonless
and security papers (52% of revenues), thermal papers (41%), as
well as a microencapsulating business (7% ). Appleton has four
manufacturing sites, two of which are located in Wisconsin, one in
Pennsylvania and one in Ohio. In 2001, the company was acquired by
its employees through an employee stock ownership plan (ESOP). LTM
sales ending April 1, 2012 were $859 million.


AURA SYSTEMS: Incurs $3.1 Million Net Loss in May 31 Quarter
------------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.08 million on $767,568 of net revenues for the three months
ended May 31, 2012, compared with a net loss of $2.02 million on
$951,171 of net revenues for the same period during the prior
year.

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

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

                         http://is.gd/opDHub

                          About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine known as the AuraGen(R) for industrial and
commercial applications and VIPER for military applications.

Aura Systems reported a net loss of $14.15 million on $3.33
million of net revenues for the year ended Feb. 29, 2012, compared
with a net loss of $11.19 million on $3.43 million of net revenues
for the year ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $4.13 million
in total assets, $15.73 million in total liabilities and a $11.60
million total stockholders' deficit.

Kabani & Company, Inc., issued a "going concern" qualification on
the financial statements 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 which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


BLITZ USA: Has Access to Cash Collateral Pending Asset Sale
-----------------------------------------------------------
Blitz USA Inc., et al., will appear before Judge Peter J. Walsh on
July 17, 2012, at 9:30 a.m., for a final hearing on their request
to use cash collateral.

Judge Walsh on June 29 entered an interim order allowing the use
of cash collateral.  The Debtors, according to the June 29 order
and prior interim orders, have access to cash collateral until the
final hearing.  On or before June 30, the Debtors were required to
pay $5 million in available cash to the prepetition lenders to
reduce the outstanding principal balance under the prepetition
credit facility.

The Debtors on June 29 filed a motion to use the cash collateral
of the prepetition lenders and BOKF NA d/b/a Bank of Oklahoma, as
administrative agent, through and including the earlier of Sept.
30, 2012 and the consummation of a sale or the sales of
substantially all assets.

The Debtors' board of directors has determined, in the exercise of
its business judgment, that it is in the best interests of the
Debtors' estates to conduct an orderly sale process for all or
substantially all of the Debtors' assets, pursuant to 11 U.S.C.
363(b), in order to maximize the value for the remaining assets.
The Debtors required continue use of cash collateral in order to
fund, among other things, the cash requirements for working
capital and general corporate needs throughout the sale process.

Meanwhile, the bankruptcy judge extended for the fifth time the
Official Committee of Unsecured Creditors' deadline to file an
adversary proceeding to challenge the liens and security interests
of the prepetition lenders.  The new deadline is Aug. 31, 2012.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June that it is abandoning its efforts to
reorganize and instead is vowing to shut down operations by the
end of July.


BLITZ USA: Exclusivity Hearing Today; Committee Wants to File Plan
------------------------------------------------------------------
Blitz USA Inc., et al., will ask Judge Peter J. Walsh at a hearing
today, July 17, 2012, at 9:30 a.m., to (i) extend the period
during which the Debtors have the exclusive right to file a
Chapter 11 plan for 90 days, through, and including Sept. 4, 2012,
and extend the period during which they have the exclusive right
to solicit acceptances for any plan through and including Nov. 5,
2012.

The Debtors said in their second exclusivity extension motion
filed June 6, 2012, that in addition to consummating the sale of
certain assets relating to the F3 Brands' business line, the
Debtors have devoted considerable time to the management of their
business plan, which includes significant adjustments to pricing
and payment terms.  The Debtors' current product liability
insurance coverage expires on July 31, 2012, and the Debtors say
they have been working to extend their financing and product
liability insurance coverage.  If the business plan does not
result in the level of sales necessary to sustain the business at
a level to allow for reorganization or the Debtors are not
successful in arranging financing or insurance at reasonable
terms, the Debtors will have to determine which other options are
available to them, including a sale pursuant to 11 U.S.C. Sec.
363.

The Debtors announced less than a week after filing the
Exclusivity Motion that they will cease operations at Blitz U.S.A.
Inc. on July 31, 2012.

The Debtors recently said -- in a June 26 cash collateral motion
-- that their board of directors has determined, in the exercise
of its business judgment, that it is in the best interests of the
Debtors' estates to conduct an orderly sale process for all or
substantially all of the Debtors' assets, pursuant to 11 U.S.C.
363(b), in order to maximize the value for the remaining assets.

The Official Committee of Unsecured Creditors said in an objection
filed July 5 that upon learning of the Debtors' decision to cease
operations, it has asked the Debtor to withdraw the Second
Extension Motion, thus terminate exclusivity and allow the
Committee to pursue a plan.

The Committee points out, "Despite the Debtors' public
announcement that they will not reorganize, are terminating
operations and selling substantially all of their assets, the
Debtors would not consent to the Committee's request that
exclusivity be terminated.  In fact, the Debtors indicated that it
is premature to even consider a plan until the conclusion of
the sale of their assets, as the Debtors will then know if there
are sale proceeds available to fund a plan."

"The Debtors repeatedly claim that they have made progress on a
plan, but have produced nothing -- no plan, no plan term sheet, no
plan outline, no valuation of personal injury claims that would be
channeled to a trust," the Committee further points out.

The Committee thus asked the Court to deny the requested
exclusivity extension to permit the Committee and other interested
parties the opportunity to propose a plan of liquidation.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June that it is abandoning its efforts to
reorganize and instead is vowing to shut down operations by the
end of July.


BLITZ USA: Judge Walsh to Hear Sec. 363 Sale Schedule Today
-----------------------------------------------------------
Blitz USA Inc., et al., will ask Judge Peter J. Walsh at a hearing
today, July 17, 2012, at 9:30 a.m., to approve the proposed
bidding and auction procedures in connection with a sale of
substantially all of their assets.

Blitz said that it decided to cease operations by July 31, 2012,
as the "weight of the personal injury lawsuits proved to be too
much", it has been unable to obtain financing required to continue
operations, and it has been unable to obtain renewal of its
products liability insurance beyond July 31, 2012.

Blitz said in the court filing that the sale proceeds "will allow
the Debtors to further pay down the secured debt obligations, and
hopefully, when coupled with the other aspects of the Debtors'
sale and wind down efforts, will yield a return for unsecured
creditors as well."

The Debtors intend to conduct a public auction next month to sell
the assets to the highest bidder.

The Debtors have proposed this timeline for the sale:

    Action                             Deadline
    ------                             --------
    Bidding Procedures Hearing         Jul. 17, 2012
    Submission of Qualified Bids       Aug. 20, 2012
    Auction                            Aug. 23, 2012
    Sale Hearing                       Aug. 29, 2012
    Consummation of Sale               Sep.  5, 2012

                     No Stalking Hose So Far

The Debtors and their advisor, SSG Capital Advisors, LLC, have not
determined if the best opportunity to maximize value from the sale
will involve entering into a stalking horse asset purchase
agreement or not.  SSG intends to promptly test the market to
determine whether a stalking horse is available under
circumstances which will maximize value.  Thus the Sale Motion
contemplates the possibility of entering into a Stalking Horse APA
and coming back to court for a subsequent hearing to approve bid
protections should that be necessary.

In no event will the break-up fee to the stalking horse bidder
exceed 3% of the cash purchase price for the assets.

                           SSG Capital

The Debtors engaged SSG Capital Advisors, LLC, in June 2012 as
investment banker to assist in the marketing and sale of the
assets.  During the course of the marketing effort, SSG will
contact prospective parties to solicit interest in the assets,
including financial and strategic purchases.  SSG has prepared an
electronic dataroom with information in the assets.  SSG will
advise and assist the Debtors in structuring the sale transaction
and negotiating the transaction agreements.

According to the application, the Debtors are proposing this fee
structure:

   (i) an initial fee of $30,000 upon court approval of SSG's
       employment

  (ii) monthly fees of $30,000 beginning July 1 and continuing
       each month.

(iii) upon consummation of a sale transaction, a fee equal to
       $350,00 plus 5.0% of total compensation of any purchase
       price above $8 million

  (iv) reimbursement of out-of-pocket expenses.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June that it is abandoning its efforts to
reorganize and instead is vowing to shut down operations by the
end of July.


BLOCKBUSTER INC: U.S. Trustee's Request for Case Conversion Denied
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
according to the July 3, 2012, minutes of proceedings, denied the
request converting the Chapter 11 cases of Blockbuster Inc., now
known as BB Liquidating Inc., et al., to one under Chapter 7 of
the Bankruptcy Code.  The U.S. Trustee for Region 2 on June 27
filed a motion asking the Court to convert the Debtors' cases.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BON-TON STORES: Consummates Sr. Notes Exchange Offer Settlement
---------------------------------------------------------------
The Bon-Ton Stores, Inc., completed (1) the settlement of the
offer by The Bon-Ton Department Stores, Inc., a wholly-owned
subsidiary of Bon-Ton, to issue $329,998,000 in principal amount
of new 10 5/8% second lien senior secured notes due 2017 in
exchange for $330,017,000 principal amount of the Issuer's
outstanding 10 1/4% senior notes due 2014 and (2) the solicitation
of consents from the holders of the Old Notes to certain proposed
amendments to covenants in the Indenture, dated as of March 6,
2006, by and among the Issuer, the guarantors named therein, and
The Bank of New York, as trustee, pursuant to which the Old Notes
were issued.  In connection with the settlement of the Exchange
Offer, the Issuer and the Guarantors entered into the following
material definitive agreements, on July 9, 2012:

   (a) The Issuer entered into an Indenture with Bon-Ton and
       certain subsidiaries of Bon-Ton, as guarantors and Wells
       Fargo Bank, National Association, as trustee governing the
       New Notes.  A copy of the Indenture is available for free
       at http://is.gd/KA5fga

   (b) In connection with the issuance of the New Notes, the
       Issuer and the Guarantors entered into a registration
       rights agreement with Merrill Lynch, Pierce, Fenner & Smith
       Incorporated, relating to, among other things, an exchange
       offer for the New Notes and the related guarantees.  Under
       the Registration Rights Agreement, the Issuer and the
       Guarantors will cause to be filed with the Securities and
       Exchange Commission an exchange offer of freely tradable
       notes and guarantees having substantially identical terms
       as the New Notes and guarantees issued under the New Notes
       Indenture within 90 business days after the settlement date
       of the Exchange Offer, subject to certain exceptions.  A
       copy of Registration Rights Agreement is available for free
       at http://is.gd/TnpCDk

   (c) (i) The Issuer, the Guarantors and Wells Fargo Bank,
       National Association, as collateral agent entered into a
       second lien security agreement pursuant to which the
       payment and performance when due of all obligations of the
       Issuer and the Guarantors under the New Notes and related
       guarantees are secured by the pledge and grant of security
       interests contained in the Security Agreement and (ii) Bank
       of America, N.A., as collateral agent under the Credit
       Agreement, Wells Fargo Bank, National Association, as New
       Notes Trustee and Collateral Agent, Bon-Ton and the
       subsidiaries of Bon-Ton party thereto entered into an
       intercreditor agreement relating to the relative priorities
       of the Revolving Credit Agent, the Collateral Agent and the
       New Notes Trustee.

       A copy of the Second Lien Security Agreement is available
       for free at http://is.gd/ygmzDr

       A copy of the Intercreditor Agreement is available for free
       at http://is.gd/n3ARfe

   (d) The Issuer, the guarantors named therein and the Old Notes
       Trustee have executed a supplemental indenture,
       concurrently with the settlement of the Exchange Offer,
       which gives effect to the Proposed Amendments.  The
       Proposed Amendments amended the definition of "Permitted
       Liens" in the Old Notes Indenture to permit the liens
       securing the New Notes.  A copy of the Supplement Indenture
       is available at http://is.gd/MBmzna

                       About Bon-Ton Stores

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

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

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

                           *     *     *

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

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

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  The LD designation
indicates that a limited default on the company's 2014 notes has
occurred, as Moody's deem that this transaction is a distressed
exchange.  The LD designation will be removed in approximately 3
business days.

Moody's also affirmed the company's Corporate Family Rating at
Caa1 and affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.


BON-TON STORES: To Issue 2 Million Shares Under 2009 Plan
---------------------------------------------------------
The Bon-Ton Stores, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering additional 2 million
shares of common stock issuable under the Company's Amended and
Restated 2009 Omnibus Incentive Plan.  The proposed maximum
aggregate offering price is $16.4 million.  A copy of the Form S-8
is available for free at http://is.gd/ykTuIU

                       About Bon-Ton Stores

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

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

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

                          *     *     *

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

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

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  The LD designation
indicates that a limited default on the company's 2014 notes has
occurred, as Moody's deem that this transaction is a distressed
exchange.  The LD designation will be removed in approximately 3
business days.

Moody's also affirmed the company's Corporate Family Rating at
Caa1 and affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.


BOWLES SUB: Gets Final OK to Access Wells Fargo's Cash Collateral
-----------------------------------------------------------------
The Hon. Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota, authorized, on a final basis, Bowles Sub
Parcel A, LLC and Fenton Sub Parcel A, LLC's use of cash
collateral until Aug. 31, 2012.

As reported in the Troubled Company Reporter on June 19, 2012, the
Debtors requested for authorization to use the cash collateral
consisting of rents existing in which Wells Fargo Bank, N.A.,
claims an interest 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 approximately 30% as of the Filing
Date.

                 About StoneArch II/WCSE Entities

StoneArch II/WCSE Minneapolis Industrial LLC in 2007 acquired
various limited liability companies, which in turn owned 27
industrial multi-tenant properties located in Minneapolis/St. Paul
in Minnesota.  The properties were divided into four separate
pools: A, B, C, and D.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D, sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.  Bowles Sub A disclosed
$11,442,268 in assets and $9,716,342 in liabilities as of the
Chapter 11 filing.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

Judge Nancy C. Dreher oversees the May 8 Debtors' cases, taking
over from Judge Gregory F. Kishel.

The May 8 Debtors tapped Lapp Libra Thomson Stoebner & Pusch as
counsel.  Steven B. Hoyt, as chief manager, signed the Chapter 11
petitions.


BROADSIGN INT'L: Files Plan With 10% for Unsecured Creditors
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that BroadSign International Inc. will seek approval at a
hearing on Aug. 23 in U.S. Bankruptcy Court in Delaware of
disclosure materials so creditors can vote on a Chapter 11
reorganization plan.  The plan calls for JEDFam to take ownership
of the company in return for its remaining secured claim.
Unsecured creditors, with an estimated $3.35 million in claims,
will be paid 10% in cash.  JEDFam has a $5.5 million unsecured
claim to receive no distribution.

When the bankruptcy began, BroadSign owed a total of $5.7 million
to JEDFam on two first-lien obligations. JEDFam also owns
25% of the BroadSign stock.  Other secured lenders were owed a
total of $6.8 million on obligations junior to the JEDFam debt.

                          About BroadSign

BroadSign International Inc., a Boise, Idaho-based developer of
software for digital signs, filed a Chapter 11 petition (Bankr.
D. Del. Case No. 12-10789), estimating assets of less than
$10 million and debts of up to $50 million.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as
bankruptcy counsel to the Debtor, SSG Capital Advisors, LLC, is
the investment banker, and Walker, Truesdell, Roth & Associates,
is the provider of staffing services.

The Debtor completed the sale of the business at the end of May to
secured lender JEDFam Group LLC in exchange for $5.5 million in
secured debt plus cash needed to cure defaults on contracts going
along with the sale.


BROADVIEW NETWORKS: To File Prepack Chapter 11 for Debt Swap
------------------------------------------------------------
Broadview Networks Holdings Inc. has reached an agreement with
holders of its senior secured notes and major equity holders on
the terms of a comprehensive financial restructuring plan which
will convert the Company's $300 million in senior secured notes
into new five-year notes and the vast majority of the equity in
the Company.  This plan has the support from a group of investors
who control approximately two-thirds of the outstanding notes as
well as the Company's key shareholders.

Upon implementation, this agreement will create a sustainable
capital structure designed to support the Company's strategic
growth plan and business objectives.  By eliminating half of the
indebtedness under its existing senior secured notes, the Company
will benefit from greater financial flexibility and liquidity to
pursue cloud-based growth opportunities nationwide.  The reduction
in debt will lower the Company's interest expense by $18 million
annually, providing for lower leverage and more financial
flexibility.

"We are excited to have reached an agreement with our noteholders
and major equity holders on a consensual financial restructuring
plan that will equitize a significant portion of our bonds and put
Broadview Networks in a financially stronger position," said
Michael K. Robinson, President and Chief Executive Officer of
Broadview Networks.  "With greater financial flexibility to invest
in growth, paired with world-class, innovative communications and
cloud-based solutions, Broadview is well-positioned to accelerate
growth initiatives and further expand our market position in
cloud-based services.  OfficeSuite, our flagship cloud-based IP
phone solution, continues to be a standout in the rapidly growing
hosted and managed services arena."

Under terms of the comprehensive financial restructuring plan,
Broadview Networks will convert its existing notes into a
combination of new five-year notes and the vast majority of the
equity in the reorganized Company.  Existing preferred equity
holders will receive a portion of the primary equity, as well as
warrants to purchase additional equity in the reorganized Company.

"We are very pleased that our lenders recognize the long-term
opportunity for their investment in Broadview, and are grateful
for the support and commitment they have shown.  This agreement
speaks to their faith in Broadview's senior leadership and our
entire team of talented professionals and attractive product
line," added Robinson.  "We will continue normal business
operations, with no expected disruptions to our relationships with
customers, employees, vendors or sales agents."

To facilitate these important changes to Broadview Networks'
capital structure, in the near future the Company intends to
implement a "pre-packaged" plan of reorganization in a brief,
court-supervised, chapter 11 process.  While it remains subject to
court approval, before, during and after this process, trade
creditors, employees, sales agents and unsecured creditors are
anticipated to be paid in full, on time in the normal course of
business.

Because of the high level of support Broadview Networks has
obtained from its noteholders and major equity holders for the
plan, it expects to complete this financial restructuring in the
fourth quarter of 2012.  Implementation of the restructuring plan
and other relief is subject to court approval, regulatory
approvals and other customary closing conditions.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.  The
restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.

A copy of the Restructuring Support Agreement is available for
free at http://is.gd/DZDYaY

                       Employment Agreements

On July 12, 2012, the Company entered into employment agreements
with each of (i) Michael K. Robinson, its Chief Executive Officer,
(ii) Terrence J. Anderson, its Executive Vice President, Corporate
Development, (iii) Brian P. Crotty, its Chief Operating Officer,
(iv) Charles C. Hunter, its Executive Vice President, General
Counsel and Secretary, (v) Corey Rinker, its Chief Financial
Officer, and (vi) Kenneth A. Shulman, its Chief Technology Officer
and Chief Information Officer.  Pursuant to the employment
agreements, Mr. Robinson will be entitled to an annual base salary
of $450,000 and a target annual bonus of 100% of his base salary,
Mr. Crotty will be entitled to an annual base salary of $335,000
and a target annual bonus of 70% of his base salary, and each of
Messrs. Anderson, Hunter, Rinker and Shulman will be entitled to a
base salary of $270,000 with a target annual bonus of 40% of his
base salary.  Mr. Robinson is also entitled to be reimbursed for
reasonable travel and lodging expenses incurred in connection with
travel to and from his primary residence and the Company's
headquarters in New York, plus a gross up payment for any taxes
incurred as a result of such reimbursement.

                       Annual Incentive Plan

Upon executing their employment agreements, each executive became
eligible to participate in the Company's 2012 annual incentive
program, pursuant to which each executive will be eligible to
receive an annual bonus upon the achievement of certain Company
and individual performance targets.  For 2012, the performance
targets will be based 60% on adjusted EBITDA, 15% on free cash
flow, 15% on revenue, and 10% on individual performance targets.
The bonuses are expected to be paid in the first quarter of 2013,
subject to achievement of the applicable performance targets.

                       Transaction Bonus Plan

Additionally, upon executing their employment agreements, each
executive became eligible to participate in the Company's
Transaction Bonus Plan.  The Transaction Plan will be administered
by the compensation committee and the board of directors of the
Company, which will have the authority to interpret and make all
determinations necessary under the Transaction Plan.  Upon the
occurrence of a change in control of the Company or a
restructuring of the Company's debt, the Company will establish a
bonus pool, the size of which is based on the net equity value
received by the existing equityholders in connection with such
event.  Subject to continued employment through the date of the
applicable transaction, Mr. Robinson will be entitled to 25% of
the bonus pool, Mr. Crotty will be entitled to 15% of the bonus
pool, and each of Messrs. Anderson, Hunter, Rinker and Shulman
will be entitled to 7.5% of the bonus pool.  Payments under the
Transaction Plan will either be in cash or stock, depending on the
form of the consideration received by the Company's stockholders
in connection with the transaction.

                         Charter Amendment

On July 12, 2012, an amendment to the Company's Tenth Amended and
Restated Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware and became effective on that
date.  The Charter Amendment provides for changes to the
definitions of "Absolute Liquidation Preference" and "Series C
Liquidation Preference" relating to the Company's preferred stock.
A copy of the Amendment is available for free at:

                       http://is.gd/xgRIqq

                     About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

The Company's balance sheet at March 31, 2012, showed $258.32
million in total assets, $373.35 million in total liabilities and
a $115.03 million total stockholders' deficiency.

                           *     *     *

In June 2012, Standard & Poor's Ratings Services lowered its
ratings on Broadview Networks Holdings.  "We lowered our corporate
credit rating on the company two notches to 'CCC-' from 'CCC+'.
The outlook is negative," S&P said.

"The downgrade reflects the risks associated with the company's
near-term maturity of $300 million of notes due Sept. 1, 2012,"
explained Standard & Poor's credit analyst Catherine Cosentino.
"Given that the company's cash, certificates of deposit, and
investment securities collectively totaled $25 million as of March
31, 2012, and our expectations for no more than modest levels of
free operating cash flow (FOCF) over the next year, we believe the
company does not have the financial capacity to repay this debt
from its existing cash sources," S&P said.


BROADVIEW NETWORKS: Owner MCG to Take Substantial Dilution
----------------------------------------------------------
MCG Capital Corporation disclosed Broadview Networks Holdings,
Inc., a majority-owned, control investment of MCG, has entered
into an agreement with certain of its equityholders and
noteholders providing for a restructuring of its outstanding
obligations, including its $300 million 11 3/8% senior secured
notes due in September 2012.

As disclosed in its filings with the SEC, Broadview has agreed to
solicit consents to file a pre-packaged chapter 11 plan of
reorganization with the U.S. Bankruptcy Court for the Southern
District of New York.  The holders of approximately 70% of
Broadview's outstanding preferred stock and approximately 66 2/3%
of the Notes have consented to vote for the Plan, subject to the
satisfaction of certain terms and conditions, which percentages
would be sufficient to approve the Plan.  The Plan provides that
upon the effectiveness of the Plan, the existing noteholders will
exchange the Notes for new common stock representing 97.5% of the
common stock of the reorganized company and $150 million in
principal amount of new 10 1/2 % senior secured notes due in July
2017, and existing stockholders, including MCG, will each receive
a pro rata share of the remaining 2.5% of the common stock of the
reorganized company and two tranches of eight-year warrants with
exercise prices set at equity values that imply full recovery for
existing noteholders.  All ownership percentages are subject to
dilution by the exercise of warrants and equity to be issued under
a management incentive plan.  If the restructuring is consummated
on the contemplated terms, MCG estimates that the value of its
investment in Broadview on a post-restructure basis will be
approximately $1 million.

Broadview is a leading competitive communications and IT solutions
provider to small and medium sized businesses and enterprise
customers in markets across 10 states throughout the Northeast and
Mid-Atlantic United States. Broadview plans to continue to operate
its business and manage its affairs as debtor-in-possession under
the jurisdiction of the Bankruptcy Court.

MCG Capital Corporation -- http://www.mcgcapital.com/ is a
solutions-focused commercial finance company providing capital and
advisory services to middle-market companies throughout the United
States.


BROADVIEW NETWORKS: S&P Lowers CCR to 'CC' on Debt Restructuring
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Broadview Networks Holdings Inc. following its debt restructuring
agreement with the majority of its noteholders. "We lowered the
corporate credit rating to 'CC' from 'CCC-'. The outlook is
negative," S&P said.

"At the same time, we lowered our rating on the secured notes to
'C' from 'CC'. The recovery rating on the notes remains a '5',
indicating modest (10%-30%) recovery prospects in the event of a
payment default," S&P said.

"We will lower the corporate credit and secured note ratings to
'D' upon the earliest of 1) the company's bankruptcy filing, or,
alternatively, completion of an out-of-court debt restructuring;
2) the Aug. 1, 2012 revolving credit facility expiration, if
Broadview either defaults on the revolver borrowings due, or
extends their maturity; or 3) the Sept. 1, 2012 notes maturity, if
Broadview has not already filed for bankruptcy or otherwise
restructured," S&P said.

"Broadview announced that it has reached a debt restructuring
agreement with holders of about two-thirds of the aggregate
principal amount of its secured notes, subject to regulatory
approvals. Under terms of the restructuring agreement, it will
exchange its existing $300 million of secured notes maturing in
September 2012 for a $150 million five-year note issue, and
noteholders will receive the vast majority of equity in the new
organization. To facilitate this process, it plans to reorganize
through a prepackaged Chapter 11 bankruptcy filing," S&P said.

"The outlook is negative. We consider the company's debt
restructuring tantamount to default. We will lower the corporate
credit and secured note ratings to 'D' upon the earliest of 1) the
company's bankruptcy filing or completion of an out-of-court debt
restructuring; 2) the Aug. 1, 2012 revolving credit facility
expiration, if Broadview either defaults on the revolver
borrowings due, or extends their maturity; or 3) the Sept. 1, 2012
note maturity, if Broadview has not already filed for bankruptcy,
or otherwise restructured," S&P said.

"Upon the company's emergence from bankruptcy, we will raise the
corporate credit rating on Broadview," said Standard & Poor's
credit analyst Catherine Cosentino. "While we will evaluate the
company's business plan and financial profile as it emerges, we do
not anticipate that the corporate credit rating would be any
higher than 'B', given the significant competitive challenges
facing the company, our expectations for limited near-term cash-
generating ability, and leverage, which we estimate, pro forma for
the restructuring, to be about 3x, before adjusting for the
liquidation value of preferred stock," S&P said.


CELL THERAPEUTICS: Inks Master Services Agreement with Quintiles
----------------------------------------------------------------
Cell Therapeutics, Inc.'s wholly-owned subsidiary CTI Life
Sciences Ltd., a U.K. limited company, entered into a Master
Services Agreement with Quintiles Commercial Europe Limited.
Pursuant to the terms of the Agreement, Quintiles has agreed to
provide market access services, promotion and detailing services,
strategic planning, project management, pricing and reimbursement
support, pharmacovigilance, medical information and other
regulatory services and consulting advice to CTILS and its
affiliates in relation to the commercialization of the Company's
pharmaceutical product Pixuvri in certain agreed territories in
Europe.  Over the term of the Agreement, the parties will execute
separate project orders specifying the details of, without
limitation, the services, fees, duration, termination and related
terms and conditions.

The Agreement provides that in consideration of the Services
provided under each Project Order, CTILS or its affiliate party to
that Project Order will pay Quintiles for all fees and payments
for the Services, certain actually incurred costs and pass-through
expenses in accordance with the terms of the Agreement, and the
budget and payment schedule included in such Project Order.  All
value added tax and similar taxes and duties on the amounts
payable pursuant to a Project Orders will be paid by CTILS or the
relevant CTILS affiliate that is party to that Project Order.

The Agreement is effective from June 1, 2012, through Dec. 31,
2015, or until terminated in accordance with its terms.  Either
party may terminate the Agreement by providing written notice to
the other party if that party is in default of its material
obligations under the Agreement and, in the case of a breach
capable of remedy, fails to remedy the breach within 30 days after
receipt of such written notice.  Either party may also terminate
the Agreement if the other party becomes bankrupt or insolvent or
similar proceedings or arrangements occur.

Each party has agreed to indemnify the other party from and
against certain third party claims, including, without limitation,
breaches of the Agreement, willful misconduct or negligent acts or
omission by an indemnittee, or violation or failure to comply with
certain laws and regulations, as the case may be; all except to
the extent any losses are determined to have resulted directly or
indirectly from the negligence or willful misconduct of the party
seeking indemnification of such claims.

In connection with the Agreement, the Company entered into a
letter of guarantee in favor of Quintiles and its affiliates.
Pursuant to the Guarantee, the Company has agreed to guarantee all
payment obligations and liabilities of CTILS under the Agreement,
and indemnify Quintiles and its affiliates on demand against any
losses Quintiles and its affiliates may incur as a result of any
indebtedness or liabilities incurred by CTILS under the Agreement.

                      About Cell Therapeutics

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

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

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

                     Going Concern Doubt Raised

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

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

                        Bankruptcy Warning

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


CHEF SOLUTIONS: Court Dismisses Cases of Debtor Affiliates
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware ordered
that the Chapter 11 cases of certain Chef Solutions' affiliates
will be closed effective June 29, 2012.

The affiliated cases included:

         FPL Distribution Holdings, LLC
         FPL Distributors, Inc. of Ohio
         FPL Prepared Foods Holdings, LLC
         Food Processing Liquidation Inc.
         FPL Holdings, Inc.
         FPL Intermediate Holdings, Inc.
         FPL Parent, LLC
         Food Processing Liquidation, LLC
         FPL of Linares, LLC

The Court also ordered that the case of Food Processing Holdings,
LLC will remain open pending further order of the Court and will
be the Chapter 11 case through which the consolidated estates will
be administered.

As reported in the Troubled Company Reporter on May 7, 2012,
Judge Kevin Gross confirmed the joint plan of liquidation filed by
Food Processing Liquidation Holdings LLC and its affiliates.  All
objections to the Plan that are not withdrawn are overruled.

Class 3 (General Unsecured Claims) which is the only impaired
claims entitled to vote under the Plan, voted to accept the plan
with 92.93% of the total amount of claims.  The plan projected to
give unsecured creditors with $32 million in claims a recovery
between 0.5% and 5%.  Additionally, no equity interests will
receive distribution under the plan.

                       About Chef Solutions

Chef Solutions, through subsidiary Orval Kent Food, was the second
largest manufacturer in North America of fresh prepared foods for
retail, food service and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011.  Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.

The Debtor was renamed to Food Processing Liquidation Holdings
LLC, following the sale of most of the assets to RMJV, L.P., a
joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc.  In addition to debt assumption, the price
included $35.9 million in cash to pay off secured debt plus a
$25.3 million credit bid.

The Debtors entered into an asset purchase agreement with RMJV on
the Petition Date.  On Nov. 15, 2011, the Court approved the APA
and the sale, and on Nov. 21, the sale closed.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CITY NATIONAL: Raul Oseguera No Longer Serves as SVP & Secretary
----------------------------------------------------------------
Raul Oseguera ceases to (i) be employed as Senior Vice President
of City National Bank of New Jersey and (ii) serve as Assistant
Secretary of City National Bancshares Corporation.  CNBC and CNBNJ
have yet to appoint another person to fill these positions.

                  About City National Bancshares

Newark, New Jersey-based City National Bancshares Corporation is a
New Jersey corporation incorporated on Jan. 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.

The Company reported a net loss of $3.67 million in 2011, a net
loss of $7.45 million in 2010, and a net loss of $7.82 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed
$358.44 million in total assets, $338.67 million in total
liabilities and $19.77 million in total stockholders' equity.

KPMG LLP, in Short Hills, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Dec. 31, 2011.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a consent order with the Office of the Comptroller of
the Currency that raise substantial doubt about its ability to
continue as a going concern.


CIRCLE STAR: Amends Purchase Agreement with BlueRidge, et al.
-------------------------------------------------------------
Circle Star Energy Corp. entered into the Amendment to the
Purchase and Sale Agreement with BlueRidge Petroleum Corporation,
Walter F. Brown, Kirk T. and Rebecca L. Rundle as JTRS, First
Equity Resources, LLC, G. Jeff Mowry and Marsha S. Mowry Trust
Dated July 9, 2007, Harold C. Porter Family Trust, Bobbie D.
Porter Living Trust dated December 13, 2004, Porter Oil
Properties, LLC, OA Operating, Inc., and Swann Resources, Inc.
The Amendment amends the Purchase and Sale Agreement entered into
by the same parties on April 17, 2012.

Pursuant to the Purchase Agreement, the Company agreed to purchase
certain interests in oil and gas leases in Rawlins, Sheridan and
Graham Counties, Kansas, in return for $5,308,375 and 560,000
shares of common stock of the Company, with a closing date of
July 1, 2012.  Pursuant to the Purchase Agreement, the Company
agreed to purchase interests in 17,168 acres in Rawlins County,
12,518 acres in Sheridan County and 12,781 acres in Graham County.

The Amendment modifies the terms of the Purchase Agreement by
reducing the acreage of the leases in Graham County by 1,760
acres, and by granting the Company an option to purchase the
properties in Rawlins and Graham Counties.  The Amendment further
modifies the terms of the Purchase Agreement, whereby the Company
has now agreed to pay $50,000 to the Sellers (which has already
been paid) and to issue 2,611,000 Common Shares to the Sellers for
the interests in Sheridan County.

Pursuant to the Amendment, the Company has the option to purchase
interests in 80,871 acres in Kansas, by making a cash payment of
$10,108,875 and by delivering the number of Common Shares equal to
$1,000,000, based on the market price of the Common Shares on the
date before closing of the Option, on or before Sept. 28, 2012.

A copy of the Amendment is available for free at:

                        http://is.gd/rLhHtX

                         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: Noteholders Protest Owner's Chapter 11 Plan
----------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the New
York Bank of Mellon Trust Co., representing noteholders in the
Chapter 11 case of the owner of the Reno, Nev., Silver Legacy
Resort and Casino, said the information the company is providing
to creditors and lenders about its restructuring plan is "woefully
inadequate."

A hearing on the disclosure statement explaining the Chapter 11
plan is set for July 23, 2012, at 2 p.m.  As reported in the July
12, edition of the TCR, according to the Disclosure Statement, the
terms of the Plan include, among other things:

   Class    Claims/Interest           Treatment
   -----    ---------------           ---------
     1    Other Secured Claims     Paid in full in Cash or
                                   otherwise left Unimpaired

     2    Other Priority Claims    Paid in full in Cash or
                                   otherwise left Unimpaired

     3    Mortgage Note Claims     If Class 3 Acceptance
                                   occurs, each holder will
                                   receive its respective Pro
                                   Rata share of (i) the Class 3
                                   Consensual Cash Distribution
                                   and (ii) the New Second Lien
                                   Notes.

                                   If Class 3 Acceptance does
                                   not occur, each holder will
                                   receive its pro rata share of
                                   (i) the Class 3 Cram-Down Cash
                                   Distribution and (ii) the
                                   Cram-Down Notes.

     4    US Foods Secured Claims  Paid in full in Cash, but no
                                   payment of accrued interest on
                                   the Allowed US Foods Secured
                                   Claim

     5    General Unsecured Claims Paid in full in Cash in four
                                   equal quarterly installments,
                                   the last of which will occur no
                                   later than one year after the
                                   Effective Date, with interest
                                   accruing at a rate of 5% per
                                   annum from the Petition Date
                                   through the date that the
                                   Allowed General Unsecured Claim
                                   is paid in full, provided that,
                                   in the event that any
                                   distribution to be made to
                                   a Holder of an Allowed
                                   General Unsecured Claim
                                   (on account of the principal
                                   amount of such Allowed General
                                   Unsecured Claims) in the
                                   aggregate totals less than
                                   $15,000, the Debtors, the
                                   Reorganized Debtors, and
                                   the Disbursing Agent, as
                                   applicable, will make
                                   any distribution in a
                                   single lump sum on the
                                   Effective Date, without
                                   interest.

     6     Equity Interests        Rights remain unaltered by
                                   the Plan.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/CIRCUS_ds_1amended.pdf

                     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.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

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 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
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

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.


CLEAN BURN: Plan Confirmation Hearing Continued Until Aug. 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, according to Clean Burn Fuels LLC's case docket,
continued until Aug. 13, 2012, at 10 a.m., the hearing to consider
the confirmation of the Debtor's Plan of Reorganization.

At the hearing, the Court will consider the objections filed by
the Official Committee of Unsecured Creditors, creditors Perdue
BioEnergy, LLC, and North Carolina Department of Revenue, and
Bankruptcy Administrator Michael D. West.

The Disclosure Statement has been approved by the bankruptcy
judge.

The Creditors Committee submitted a limited objection for
clarification of the terms and conditions of the authority and
standing of the Unsecured Creditors Committee post-confirmation.

The department objected to an April 10 order approving the
Disclosure Statement, saying the Plan doesn't do enough to protect
the state's claim on taxes and penalties it may be owed.

As reported in the Troubled Company Reporter on June 6, 2012, the
trustee for Clean Burn urged the judge to disregard the North
Carolina Department of Revenue's objection to the proposed
reorganization plan, saying the department's tax claims concerns
are unfounded.

                        The Chapter 11 Plan

As reported in the TCR on Jan. 31, 2012, according to the
Disclosure Statement, the Plan contemplates that the best
disposition of the Debtor's estate would involve (i) the
appointment of a trustee pursuant to Section 1104 of the
Bankruptcy Code; (ii) the sale or collection of any remaining
property of the estate; and (ii) the pursuit of any causes of
action or claims which the trustee could assert pursuant to
Sections 541, 542, 544, 545, 546, 547, 548, 549, 550 or 553 of the
Bankruptcy Code, followed by the distribution of the cash proceeds
to creditors in accordance with the priorities established by the
Bankruptcy Code.  If confirmed, a claims review process regarding
Allowed Claims is anticipated to take approximately 180 days after
the Confirmation Date.

Under the Plan, holders of Allowed Priority Unsecured Claims will
be paid from available cash (in full or in regular installments,
depending on the amount of available cash), with interest at the
federal judgment rate in effect at the Petition Date and over a
period not exceeding five years from and after the Petition Date.

Holders of Allowed Unsecured Claims will be paid in cash, in full
or pro rata depending upon the amount of available cash, after
payment in full of all Allowed Administrative Claims, Priority Tax
Claims, Priority Unsecured Claims, and Secured Claims, in one or
more distributions after the Effective Date upon the realization
of available cash and as determined by the trustee from time to
time.  No postpetition interest will be paid on any Allowed
Unsecured Claims unless all Allowed Claims have been paid in full.

Pursuant to the Cape Fear Order, Cape Fear will have a
subordinated Allowed Unsecured Claim in the amount of $30,000,000
which will be paid in cash, in full or in part depending upon the
amount of available cash, after payment in full of all other
Allowed Claims, and in one or more distributions after the
Effective Date upon the realization of available cash.

Under the Plan, the existing Equity Interests will be terminated
and holders of these interests will receive no distribution unless
and until all allowed claims are paid in full, plus interest as
provided herein.

At or before the Confirmation Date, the Bankruptcy Court will
appoint Sarah A. Conti or a similarly qualified individual as
Trustee pursuant to Section 1104 of the Bankruptcy Code.

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

                         About Clean Burn

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Anderson Bauman Tourtellot Vos & Co. serves as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP serves as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina.  The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

Sara A. Conti, Chapter 11 trustee for the Debtor, tapped Northen
Blue as special counsel.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., represents the Creditors' Committee as counsel.

Since the petition date, the Debtor has not operated its ethanol
plant.

The Debtor's Plan contemplates that the best disposition of the
Debtor's estate would involve (i) the appointment of a trustee;
(ii) the sale or collection of any remaining property of the
estate; and (ii) the pursuit of any causes of action or claims
which the trustee could assert, followed by the distribution of
the cash proceeds to creditors in accordance with the priorities
established by the Bankruptcy Code.  If confirmed, a claims review
process regarding Allowed Claims is anticipated to take
approximately 180 days after the Confirmation Date.


COCOPAH NURSERIES: Lender Challenges Bid to Use Cash for 18 Days
----------------------------------------------------------------
Rabobank, N.A., lodged a limited objection to the request of
Cocopah Nurseries, Inc. and its affiliated debtors to use cash
collateral of the Debtors' prepetition lenders.

Rabobank said the Debtors owe it no less than $70,000,000, which
debt fully matured over one year ago.  Rabobank said it recognizes
the Debtors' need to use cash collateral to continue their
operations while the parties work out terms for postpetition
financing.  Rabobank, however, said the Debtors' request does not
provide for adequate protection for the use of Rabobank's cash
collateral as required under the Bankruptcy Code.

The Debtors have two separate senior secured credit facilities --
one with RaboBank and the other with Wells Fargo, N.A.   The two
separate facilities are secured by mostly separate collateral
pools, but together are secured by substantially all of the
Debtors' assets.

As of the Petition Date, there was no less than $65 million of
debt outstanding under the Wells Fargo loan and the Debtors were
in default under one or more of the Wells Fargo loan agreements.

The Debtors said in court papers they have an urgent need for the
immediate use of cash or proceeds subject to the Prepetition
Lenders' security interests.  The Cash Collateral is needed to,
among other things, pay postpetition operating expenses, including
payroll and amounts due to vendors, and ensure uninterrupted
access to water, electricity and other necessities essential to
protect and enhance the Prepetition Lenders' tree and crop
collateral.

The Debtors said their bankruptcy filing was "a precipitous
response to Rabobank's unexpected initiation of a state-court
action to appoint a receiver."  According to court papers, the
Debtors, Rabobank and Wells Fargo had been involved in protracted
and extensive restructuring negotiations prepetition.  As recently
as Friday, July 6, 2012, the Debtors said they were awaiting a
term sheet for cash collateral and debtor-in-possession financing
from the Prepetition Lenders.  But by Monday, July 9, instead of
receiving a draft term sheet as suggested by the Prepetition
Lenders, the Debtors were informed state-court receivership action
had been commenced.

"Make no mistake; the Prepetition Lenders were entitled to proceed
with their receivership action prior to the Petition Date. The
issue at this point, however, is the need to ensure the Debtors
have access to the funds necessary to preserve and enhance their
assets for the best interest of all stakeholders," the Debtors
said.

However, Rabobank said it had serious concerns regarding the
preservation of its collateral.  Those concerns, according to
Rabobank, could have been significantly allayed had Jewel Date
Company, an affiliate controlled by the same principals
controlling the Debtors, actually released the hundreds of
thousands of dollars it was holding of the Banks' cash collateral
to cover the emergency funds the Debtors were seeking, yet again,
from the Banks.

Although Rabobank ultimately covered the emergency costs for water
and electricity relating to its collateral, the continued fire
drills regarding how the Debtors were going to cover remaining
urgencies such as payroll and other necessary costs and expenses
coupled with the hold out of needed funds due from the Debtors'
affiliated entities left Rabobank with little choice but to file
the state court receivership action against the Debtors.

Rabobank also pointed out that in 2012 alone, it has provided over
$4,300,000 in additional funding and has worked diligently with
the Debtors and Wells Fargo in an attempt to achieve a global
restructuring of the Debtors' financial obligations.

In their motion, the Debtors seek to use Cash Collateral during an
18-day period pursuant to a detailed Cash Flow Budget.  During
that time, the Debtors said they will resume good-faith
negotiations with the Prepetition Lenders for use of cash
collateral over a longer period, as well as for access to debtor-
in-possession financing.

The Debtors propose to to adequately protect the Prepetition
Lenders for use of the Cash Collateral during this abbreviated
period by (1) protecting and enhancing the value of the
Prepetition Lenders' crop collateral; (2) granting replacement
liens on similar postpetition collateral; and (3) accounting for
the Prepetition Lenders' Cash Collateral during the pendency of
the cases.  The Prepetition Lenders' Cash Collateral will only be
expended pursuant to the Budget or the Court's order.

Rabobank said the proposed adequate protection is not sufficient
to protect its interest in its Cash Collateral.

A hearing on the Cash Collateral Motion was set for July 13 in
Tucson.

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The 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.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are:

          Craig D. Hansen, Esq.
          Bradley A. Cosman, Esq.
          SQUIRE SANDERS (US) LLP
          One East Washington Street, Suite 2700
          Phoenix, AZ 85004
          Tel: (602) 528-4000
          E-mail: bradley.cosman@squiresanders.com

Cocopah Nurseries of Arizona estimated $10 million to $50 million
in assets and $100 million to $500 million in debts.  The
petitions were signed by Darl E. Young, authorized representative.

Attorneys for Rabobank, N.A. are:

           Robbin L. Itkin, Esq.
           Emily C. Ma, Esq.
           STEPTOE & JOHNSON LLP
           2121 Avenue of the Stars, Suite 2800
           Los Angeles, CA 90067
           Tel: (310) 734-3200
           Fax: (310) 734-3300
           E-mail: ritkin@steptoe.com
                   ema@steptoe.com

                - and -

           S. Cary Forrester, Esq.
           FORRESTER & WORTH, PLLC
           3636 North Central Avenue, Suite 700
           Phoenix, AZ 85012
           Tel: (602) 271-4250
           Fax: (602) 271-4300
           E-mail: scf@forresterandworth.com

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COEUR D'ALENE: S&P Withdraws 'BB-' Rating on $350MM Notes
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' issue rating
and '2' recovery rating on Coeur d'Alene Mines Corp.'s proposed
issue of $350 million of senior unsecured notes following Coeur's
announcement that it will not proceed with the offering.

"We will continue to maintain the 'B+' corporate credit rating on
the company, which we assigned on June 25, 2012. The rating
outlook is stable," S&P said.

RATINGS LIST

Coeur d'Alene Mines Corp.
Corporate Credit Rating          B+/Stable/--

Ratings Withdrawn
                                  To             From
Coeur d'Alene Mines Corp.
Senior Unsecured                 NR             BB-
  Recovery Rating                 NR             2


COMMUNITY FINANCIAL: Incurs $450,000 Net Loss in First Quarter
--------------------------------------------------------------
Community Financial Shares, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common shareholders of $450,000
on $3.18 million of total interest and dividend income for the
three months ended March 31, 2012, compared with net income
available to common shareholders of $18,000 on $3.33 million of
total interest and dividend income for the same period during the
prior year.

The Company's balance sheet at March 31, 2012, showed
$337.54 million in total assets, $330.78 million in total
liabilities, and $6.76 million in total shareholders' equity.

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

                       http://is.gd/FwQv0u

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.


COMMUNITY MEMORIAL: Philip W. Nantz Approved as Labor Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
according to Community Memorial Hospital's case docket, authorized
the Debtor to employ Philip W. Nantz as special counsel to provide
various counseling and planning services associated with labor
relations and employment issues as may arise in connection with
the case from time to time.

As reported in the Troubled Company Reporter on April 3, 2012,
Mr. Nantz will charge the Debtor $175 per hour, plus reimbursement
of out of pocket expenses of actual and necessary out-of-pocket
expenses incurred.

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

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor disclosed $23,085,273 in
assets and $26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

The Committee requested for the appointment of a Chapter 11
trustee because McLaren decided not to close its purchase of
substantially all of the Debtor's assets as authorized by the sale
order.


COMMUNITY MEMORIAL: Varnum LLP Approved as Committee's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
according to Community Memorial Hospital's case docket, authorized
Official Committee Of Unsecured Creditor to retain Varnum LLP as
its counsel.

As reported in the Troubled Company Reporter on April 3, 2012,
Michael S. McElwee, Esq., lawyer at Varnum LLP, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor disclosed $23,085,273 in
assets and $26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

The Committee requested for the appointment of a Chapter 11
trustee because McLaren decided not to close its purchase of
substantially all of the Debtor's assets as authorized by the sale
order.


COMMUNITY MEMORIAL: Moody's Affirms 'Ba2' Revenue Bond Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed Community Memorial Health
System's (CA) Ba2 rating assigned to the Series 2011 fixed rate
revenue bonds. Bonds were issued by the City of San Buenaventura
(a.k.a Ventura), and represent the vast majority of Community
Memorial's direct debt. The outlook remains stable.

Summary Rating Rationale:

The affirmation of the Ba2 rating reflects the strong fundamental
competitive, clinical, and operational strengths of the
organization, offset by a very significant debt load given the
organization's size and current revenue base. Despite current
operational challenges, Moody's believes the fundamental credit
position of the hospital is strong, which drives the stable
outlook.

Strengths

* Two hospital system anchored by a sizable 242-bed tertiary
medical center; system generates nearly $300 million in revenues,
and nearly 13,000 annual admissions; facilities include eleven
community based clinics and surgery centers, four of which include
urgent care centers

* Broad array of strong clinical offerings including open heart
surgeries, level III neonatal intensive care, oncology,
cardiology, neurology and orthopedics; flagship facility had a
high Medicare case mix index of 1.75 in 2011; good and stable
market position with a little more than 31% of total regional
market share

* Good liquidity measures for the rating category; at fiscal year
end (FYE) 2011 (ended December 31), Community Memorial held $73.7
million of unrestricted cash and investments, equal to 97 days
cash on hand

* Long-term exclusive contract with Kaiser Permanente; CMHS is
the exclusive provider of hospital services for Kaiser enrollees
in western Ventura County; Kaiser patients currently account for
approximately 23% of total admissions

* Significant beneficiary of the California State Provider Fee;
net proceeds equaled $8.5 million and $13.8 million in fiscal year
(FY) 2011 and FY 2010 respectively; extension of the program was
recently approved by CMS, which will net an additional $26.7
million for Community Memorial over the next two fiscal years
(California State Provider Fee monies are excluded from all base
calculations)

* Experienced, stable management team with a history of executing
large capital projects

Challenges

* Ongoing operating challenges and weaker performance measures;
in FY 2011 operating margin dropped to 1.2% from 2.8% in 2010;
operating cashflow margin dropped to 5.8% from 7.1%; through the
first three months of FY 2012 (ended March 31, per unaudited
financial statements), performance measures remain down, with the
operating margin measuring 1.5% year to date (YTD), compared to 4%
for the same period the prior year; operating cashflow margin
measured 5.8% versus 8.5% for the same periods (all calculations
exclude monies derived from the California State Provider Fee)

* Very significant capital project consisting of a $270 million
replacement hospital; project entails a very significant amount of
organizational resources and results in capital spending equal to
nearly six times depreciation over the next three years

* High debt load; project-related debt represents a very
significant amount of leverage for the organization and
contributes to unfavorable debt measures; in FY 2011 debt to
revenue measured 122%, cash to debt was 20.6%, maximum annual debt
service coverage (excluding the California State provider fee) was
0.7 times, and debt to cashflow was 16.7 times

* Competitive operating environment with Dignity Health's
(formally Catholic Healthcare West, rated A2 with a negative
outlook) St. John's Regional Medical Center (SJRMC) located nine
miles south from Community Memorial's flagship facility; both
facilities offer a similar array of services; SJRMC currently
boasts a newer facility and offers a superior number of private
rooms, and other amenities

Outlook

The stable outlook reflects CMHS's fundamentally strong market
position and array of clinical offerings. The expectation is for
core operating performance to improve and for the hospital to
build cash in support of the sizable Series 2011 bonds.

What Could Make the Rating Go Up

Sustained improvement in operating performance; improvement in
liquidity; absorption of current debt and capital program;
improvement of utilization measures

What Could Make the Rating Go Down

Failure to improve operating performance; weakening of market
position; additional material increase in debt without
commensurate growth in cash flow and liquidity; complications
related to the project

Principal Methodology Used

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


COMPTON, CA: S&P Puts 'BB' SPUR on Revenue Bonds on Watch Neg
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
rating and underlying rating (SPUR) on Compton, Calif.'s lease
revenue bonds on CreditWatch with negative implications.

"The CreditWatch placement reflects that the independent auditors
of the city's recently released fiscal year 2011 audit declined to
express an opinion on the financial statements," said Standard &
Poor's credit analyst Matthew Reining. "The independent auditor
wrote that due to allegations of waste, fraud, and abuse of public
moneys, as well as a lack of city responses to the auditors'
inquiries, that the scope of their work did not enable them to
express an opinion," continued Mr. Reining.

"Standard & Poor's expects to request independently audited
financial statements with an opinion from the city related to its
financial position. If the city were to provide independently
audited financial statements with an opinion on a timely basis, we
could maintain the ratings. Our rating committee would review the
city's lease revenue bonds based on that information and could
take rating action, as appropriate and supported by financial
statements.  However, should we fail to receive sufficient
independently audited financial information from the city, we
could withdraw or suspend the ratings in accordance with our
procedures for withdrawal or suspension," S&P said.


CONFORCE INTERNATIONAL: Incurs $3.8MM Net loss in Fiscal 2012
-------------------------------------------------------------
Confornce International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of US$3.81 million on US$107,122 of product revenue for
the fiscal year ended March 31, 2012, compared with a net loss of
US$2.11 million on US$305,824 of product revenue during the prior
fiscal year.

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
US$2.86 million in shareholders' equity.

BDO Canada, LLP, issued a going concern qualification on the
consolidated financial statements for the fiscal year ended
March 31, 2012.  The independent auditors noted that the Company
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
said there can be no assurance that its activities will be
successful or sufficient and these conditions raise substantial
doubt about the Company's ability to continue as a going concern.

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

                        http://is.gd/l6oiBS

                    About Conforce International

Headquartered in Concord, Ontario, Canada, Conforce International,
Inc., has been in the shipping container business repairing,
selling or storing containers for over 25 years.  The Company has
been engaged in the research and development of a polymer based
composite shipping container and highway trailer flooring product.
As a result, the Company has developed EKO-FLOR.  The Company is
now outfitting its new manufacturing facility in Peru, Indiana for
the production of EKO-FLOR for the North American highway trailer
market.


DAFFY'S: To Liquidate Over Next Several Months
----------------------------------------------
Andria Cheng, writing for MarketWatch, reports that privately held
Daffy's will liquidate its 19 stores over the next several months,
amid increased competition from its more well-sourced rivals led
by T.J. Maxx parent TJX Cos.  According to the report, Daffy's
said on Monday its 1,300 employees will remain employed and
receive pay and benefits for at least 60 days.  Daffy's said it
has not decided on the final date of the closings.

MarketWatch, citing Women's Wear Daily, reports Daffy's cash
problems surfaced after the company in June told its vendors that
it wasn't able to pay May invoices.

MarketWatch relates Daffy's said in an e-mailed statement it
"deeply regrets that this action was necessary due to the impact
on its business of the uncertain economy and weak consumer
spending, and a lack of viable financial and business
alternatives."

Based in Secaucus, New Jersey, Daffy's -- http://www.daffys.com/
--  sells discounted designer clothing and other name-brand
products.  It has eight locations in Manhattan; four other
locations in New York; six in New Jersey and one in Philadelphia.


DEWEY & LEBOEUF: Has Approval for Returning Files to Clients
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey & LeBoeuf LLP was given permission from the
bankruptcy judge last week to return files to clients and hire
nine law firms and other professionals to assist the liquidation.

According to the report, U.S. Bankruptcy Judge Martin Glenn
approved procedures where clients or former Dewey lawyers will
have 45 days to decide whether to take possession of files.
Former clients must pay the cost of retrieving files in storage.
Glenn for now isn't allowing Dewey to discard or destroy files
clients don't want.  Disposing of unwanted files presents ethical
problems because files contain confidential information.  If files
were merely discarded rather than shredded, confidential client
information or communications might be disclosed. Shredding
several hundred thousand boxes of files would be costly.

Mr. Rochelle also reports that Judge Glenn scheduled another
hearing on July 25 to resume discussion of how to dispose of
unwanted client files.

The judge, the report adds, gave final approval to hire Dewey's
primary bankruptcy counsel and another firm to deal with pension
matters.  Judge Glenn refused to allow Dewey to hire Proskauer
Rose LLP for employment law issues resulting from failure to give
workers 60 days' notice before being fired.  The U.S. Trustee
charged that the Proskauer firm had a conflict of interest
because, among the 63 partners, lawyers and staff it hired from
Dewey, some would be entitled to sue for lack of notice.

The judge is allowing Dewey to make a revised request to hire
Proskauer for other employment-related matters.  The judge also
allowed Dewey to hire seven non-lawyer professional firms to
assist in managing the liquidation.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DYNEGY INC: Joint Plan Confirmation Hearing Set for Sept. 5
-----------------------------------------------------------
Dynegy Holdings, LLC, and Dynegy Inc. filed with the Bankruptcy
Court a Joint Chapter 11 Plan of Reorganization dated July 12,
2012.

On Nov 7, 2011, Dynegy Holdings, LLC, and four of its wholly-owned
subsidiaries, Dynegy Northeast Generation, Inc., Hudson Power,
L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C.,
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York, Poughkeepsie
Division, which are being jointly administered under case no. 11-
38111.  On June 18, 2012, Dynegy Holdings filed a Modified Third
Amended Chapter 11 Plan of Reorganization and a related disclosure
statement with the Bankruptcy Court.  On July 3, 2012, the
Bankruptcy Court entered an order approving the Disclosure
Statement in the Dynegy Holdings' Chapter 11 Cases.

On July 6, 2012, Dynegy Inc. filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court,
which is being administered under case no. 12-36728.  On July 10,
2012, the Bankruptcy Court approved the Disclosure Statement in
the Dynegy Chapter 11 Case.  The orders approving the Disclosure
Statement in the Dynegy Holdings Chapter 11 Cases and the Dynegy
Inc. Chapter 11 Case allow Dynegy and Dynegy Holdings to begin
soliciting formal creditor votes on the Plan, and allow Dynegy and
Dynegy Holdings to modify the Plan and the Disclosure Statement
such that they constitute a plan of reorganization and disclosure
statement for both Dynegy Holdings and Dynegy, each as debtors
thereunder, and modify the Plan solicitation materials such that
they reflect the commencement of the Dynegy Inc. Chapter 11 Case.

The Plan Proponents have made those modifications to the Plan and
Disclosure Statement, and on July 12, 2012, the Plan Proponents
filed the Joint Plan and Joint Disclosure Statement with the
Bankruptcy Court in their respective Chapter 11 Cases.

The deadline for voting on and for objecting to the Joint Plan is
Aug. 24, 2012.  The Joint Plan is subject to confirmation by the
Bankruptcy Court and the confirmation hearing is scheduled for
Sept. 5, 2012.

The Plan is built around the following key elements, which are
qualified in their entirety by reference to the full text of the
Plan.

   * On or prior to the Effective Date, Dynegy Holdings will be
     merged with and into Dynegy Inc., with Dynegy Inc. being the
     Surviving Entity.  That Merger will be pursuant to
     documentation that is in form and substance reasonably
     acceptable to Dynegy, Dynegy Holdings, the Creditors'
     Committee, the Majority Consenting Senior Noteholders, and
     the Lease Trustee.  By virtue of the Merger, all Equity
     Interests in Dynegy Holdings issued and outstanding
     immediately prior to the Merger Effective Time will be
     cancelled.

   * The Plan provides for the treatment of claims against and
     Equity Interests in the Surviving Entity pursuant to the
     Merger.  In particular, Class 1 - Priority Claims, Class 2 -
     Secured Claims, and Class 4 - Convenience Claims are all
     unimpaired, whereas only Class 5 - Securities Claims and
     Class 6 - Equity Interests and Class 3 - General Unsecured
     Claims are impaired under the Plan.

   * The Plan provides that each holder of an Allowed General
     Unsecured Claim against the Surviving Entity will receive its
     Pro Rata Share of (a) 99% of the Reorganized Dynegy Common
     Stock, (b) the Plan Cash Payment (of $200,000,000), and (c)
     the Allocated Facilities Sale Proceeds (the amount of which
     is to be determined); provided, however, that with respect to
     sub-clause (c), the Lease Trustee (on behalf of itself and
     the Lease Certificate Holders) will not receive a Pro Rata
     distribution of any amounts paid pursuant to (c) in its
     capacity as holder of the Lease Guaranty Claim.  Further, the
     Plan contemplates that Reorganized Dynegy will enter into a
     registration rights agreement with holders of an Allowed
     Claim that receive a distribution pursuant to the Plan of 10%
     or greater of the Reorganized Dynegy Common Stock.


   * The Plan provides that on the Effective Date, in full
     satisfaction of the Dynegy Administrative Claim, the
     beneficial holder or holders of the Dynegy Administrative
     Claim will receive (a) 1% of the Reorganized Dynegy Common
     Stock (subject to dilution by the Warrants and by any
     options, restricted stock or other Equity Interests issued as
     equity compensation to officers, employees or directors of
     Reorganized Dynegy or its Affiliates) and (b) the Warrants.

A copy of the Joint Disclosure Statement is available for free at:

                        http://is.gd/vsJv7t

                           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.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


EVANS OIL: At Least Three Bidders Vying for Assets
--------------------------------------------------
Laura Layden at naplesnews.com reports that at least three bidders
have emerged for the assets of Evans Oil Co. LLC:

     -- Daniel DeMarco, attorney representing Evans Oil, said
        his client is supporting Florida Petroleum, which has
        presented an all-cash offer;

     -- Lender Fifth Third Bank is backing Atlas Oil Co.,
        headquartered in Michigan; the bank will also be financing
        the bid; and

     -- Avfuel, a fuel distributor in the Midwest, and represented
        by Fort Lauderdale, Fla. attorney, Alan Perlman, has also
        expressed interest.

According to the report, Alan Statman, an Ohio attorney
representing Fifth Third, said the cash offer from Florida
Petroleum is also a financed offer, as "people are lending them
money."

The report says the offers from Florida Petroleum and Atlas have
not been made public but could be several million dollars apart.
The report adds there were talks in federal court of offers
potentially valued at $14 million to $25 million.

The report relates Bankruptcy Judge Barry Schermer said he would
schedule a hearing in Tampa for July 27 to choose a lead bidder as
well as approve procedures for the auction and sale of the assets.

According to the report, the auction is slated for Aug. 9, 2012,
and Evans Oil hopes to have its plan for reorganization confirmed
by Sept. 13.  The winning bidder at the auction would be the plan
sponsor and would become the new owner of the company.  The
reorganization plan will be a collaborative effort between the
debtor and the sponsor, Mr. Perlman explained.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

Fifth Third Bank failed in its bid for appointment of a Chapter 11
trustee to replace management.

Soneet Kapila was appointed by the bankruptcy judge as facilitator
effective on May 10, 2012 for Evans Oil.  All due diligence
regarding any plan of reorganization or any sale of the Debtors'
assets will be facilitated by Mr. Kapila until the earlier of
consummation of a sale of all or substantially all of the assets,
or (2) confirmation of a plan of reorganization.


FANNIE MAE: Klayman & Toskes Continues to Investigate Claims
------------------------------------------------------------
The Securities Arbitration Law Firm of Klayman & Toskes is
continuing to investigate the sale of Fannie Mae preferred stock
by full-service brokerage firms to their customers.

Several major brokerage firms sold various series of Fannie
preferred stock as safe, stable fixed-income investments.  Much of
the preferred stock was sold to retirees, those contemplating
retirement in the near future, or those who wanted to put their
money in safe investments for protection from market volatility.

Preferred stock can be attractive to retirees as they typically
produce above-average yields.  However, many of these clients were
not advised of the risks associated with preferred stock.  Because
of the complex structure of preferred stock, they can often be
difficult to understand.

Additionally, several brokers and financial advisors purchased an
unsuitable amount of Fannie preferred stock in their clients'
accounts, thereby creating an over-concentration in a single
security.

Further, because Fannie is a government-sponsored enterprise, some
investors were told by their full-service brokers that if Fannie
defaulted on the preferred stock, then the United States
government would insure their losses and make them whole.  This
information, however, was inaccurate.

The attorneys at the Law Firm of Klayman & Toskes are dedicated to
aggressively pursuing claims on behalf of investors who have
suffered losses in Fannie preferred stock.  Klayman & Toskes, an
experienced, qualified and nationally recognized securities
litigation law firm, practices exclusively in the field of
securities arbitration and litigation.  It continues its
representation of investors throughout the world in securities
arbitration and litigation matters against major Wall Street
brokerage firms.

If you lost $100,000 or more in Fannie preferred stock and you
wish to discuss your legal options at no obligation, please
contact Steven D. Toskes, Esquire or Jahan K. Manasseh, Esquire of
Klayman & Toskes, P.A., at 888-997-9956, or visit us on the web at
http://www.nasd-law.com/

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reported a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at March 31, 2012, showed
$3.20 trillion in total assets, $3.20 trillion in total
liabilities and $268 million in total equity.


FILENE'S BASEMENT: Dissident Creditors Oppose Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that dissident Syms Corp. creditors are dissatisfied with
the plan negotiated by the official creditors' committee and
intend to block approval of the reorganization plan in bankruptcy
court at the Aug. 29 confirmation hearing.

The revised Chapter 11 plan "turned the Bankruptcy Code on its
head by proposing to pay equity before unsecured creditors," Joe
Sarachek, Managing Director of Special Situations at CRT Capital
Group LLC said in an interview, according to the Bloomberg report.

The plan allows existing shareholders to retain their stock while
unsecured creditors of parent Syms are paid in full without
interest over time on their $54 million in claims.

Combined with other unsecured creditors with similar attitudes,
Mr. Sarachek said there are enough dissent votes to block plan
approval, according to the report.

Bankruptcy law requires that two-thirds in dollar amount of claims
in each class must vote in favor of the plan.  Bankruptcy law
contains cramdown provisions where the bankruptcy judge may
approve a plan even if a class votes "no."  Using cramdown,
however, requires that shareholders receive nothing.  Were
cramdown utilized, the settlement wouldn't work because
shareholders would receive nothing, Mr. Rochelle points out.

Mr. Sarachek said the plan is a "really poor result" that came
about because "the creditors' committee just got worn down." He
said it was "hubris" for the plan to make a "three year interest
free loan" for the benefit of existing shareholders.

The plan provides that interest will only begin to accrue on
unsecured creditors' claims if they haven't been paid full by
October 2015.

"There is a real risk that this plan will be voted down," Adam
Moskowitz, managing partner from ASM Capital LP said in an
interview. ASM owns unsecured claims it intends to vote against
the plan, Moskowitz said.

                     The Chapter 11 Plan

The Debtors won court approval to send the reorganization plan to
creditors for a vote.  They will seek confirmation of the plan at
an Aug. 29 hearing.

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.

According to Bloomberg News, 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.


FLORIDA GAMING: Amends Option Agreements with Freedom & Mitchell
----------------------------------------------------------------
Florida Gaming Corporation, on July 9, 2012, entered into amended
and restated Non-Plan Stock Option Agreements with Freedom
Holding, Inc., and Sheila Mitchell which extended options held by
the Optionees to purchase a total of 325,000 shares of the
Company's $0.20 par value common stock.  The Options were extended
without cash consideration.  The Agreements amended and restated
prior Non-Plan Stock Option Agreements between the Company and the
Optionees for purposes of allowing for the extension, re-pricing
and transferability of the Options.  The Company granted the
Options to Freedom Financial Corporation under a Previous
Agreement on July 10, 2006.  Freedom Financial Corporation
assigned the right to purchase up to 10,000 of the Shares to Ms.
Mitchell in January 2008 and also assigned the right to purchase
315,000 Shares to Freedom on March 11, 2008.

The Options are exercisable in whole or in part from time to time
anytime before March 31, 2017.

The purchase price for each Share subject to the Options is $8.25.
The closing market price of the Company's common stock on July 9,
2012, was $1.50.  The Options may be exercised by the Optionee
tendering to the Company the aggregate purchase price of the
Shares purchased plus, if required by the Company, an amount of
monies sufficient to pay all applicable federal, state and local
taxes on the difference between the purchase price and the market
value of the Shares on the date of exercise.

The Options were approved by a majority of the Company's
independent directors who do not serve as officers or directors of
Freedom, and who do not have a direct or indirect ownership
interest in Freedom.

On July 9, 2012, the Company's board of directors adopted the
Company's Fourth Amended and Restated Master Stock Option Plan.
The Fourth Master Plan incorporates previous amendments to the
Company's 2006 Third Amended and Restated Master Stock Option
Plan, providing for the extension, re-pricing and limited transfer
of stock options issued under the Fourth Master Plan.

Also on July 9, 2012, the Board approved the extension of stock
options held by the Company's Chief Financial Officer, two of the
Company's other executive officers and Freedom.  The expiration
date of each of the options was extended to March 31, 2017.

A copy of the Non-Plan Stock Option Agreements are available at:

                        http://is.gd/uWwb1x
                        http://is.gd/xGmjjR

A copy of the Fourth Amended Stock Option Plan is available at:

                        http://is.gd/IzyGB2

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

After auditing the 2011 results, King & Company, PSC, in
Louisville, Kentucky, noted that the Company has experienced
recurring losses from operations, cash flow deficiencies, and is
in default of certain credit facilities, all of which raise
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $21.76 million in 2011,
compared with a net loss of $4.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $97.05
million in total assets, $128.37 million in total liabilities and
a $31.32 million total stockholders' deficit.

FTS INT'L: Moody's Lowers Corporate Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) at FTS International Inc. (FTSI) to B2 from B1 and the FTSI
term loan facility to B3 from B2. Moody's affirmed the Ba3 rating
on FTS International Services, LLC's (FTSI Services) $550mm senior
notes due 2018. All ratings of FTSI and FTSI Services were placed
on review for downgrade.

Rating Actions

  Issuer: FTS International Inc. (FTSI)

Corporate Family Rating, downgraded to B2 from B1

Probability of Default Rating, downgraded to B2 from B1

Senior Term Loan Facility, downgraded to B3 from B2, and revised
LGD-5 (71%) from LGD-5 (75%)

  Issuer: FTS International Services, LLC (FTSI Services)

$550 million Senior Notes, affirmed at Ba3 and revised LGD-2 (23%)
from LGD-3 (30%)

Ratings Rationale

"FTSI's ratings downgrades are reflective of failed expectations
of debt reduction, resulting higher leverage profile and
heightened liquidity concerns amid an accelerated decline in
profitability due to lower pricing and higher operating costs,"
stated Michael Somogyi, Moody's Vice President and Senior Analyst.
Reflective of this challenging operating environment, FTSI is at
risk of breaching the leverage covenant ratio in its senior
secured term loan and is seeking to effect a refinancing plan
intended to provide for additional financial flexibility.

The downgrade of FTSI's CFR to B2 from B1 reflects expected weaker
profitability and resulting higher leverage profile. The downgrade
of FTSI's senior secured term loan to B3 from B2 is reflective of
its structural subordination to the senior notes at FTSI Services
as expressed under Moody's Loss Given Default Methodology. The
$1.5 billion term loan is secured by the equity ownership in FTSI
Services and matures in May 2016.

FTSI operates in a highly cyclical industry with the level of
drilling activity by E&P companies being the key driver
influencing demand for fracturing services. E&P capex, in turn,
depends largely on current and anticipated future crude oil and
natural gas prices and production depletion rates. Since late
2011, low natural gas prices, the resulting shift by E&P companies
from natural gas to oil and liquids rich plays and an increase in
the supply of hydraulic fracturing equipment have all combined to
reduce the prices for hydraulic fracturing services. Additionally,
the fracturing services industry has experienced a sharp increase
in costs associated with certain materials used in the hydraulic
fracturing process and logistics and mobilization costs to
relocate equipment from natural gas plays to oil and liquids
plays.

The rating on FTSI Services' $550mm senior notes due 2018 were
affirmed at Ba3, two notches above FTSI's B2 CFR. The senior notes
are unsecured but have a structurally superior claim to the
company's assets compared to the term loan as expressed under
Moody's Loss Given Default Methodology.

All the ratings remain on review for downgrade subject to the
evolution of FTSI's capital structure. Moody's expects FTSI will
seek covenant relief for its term loan facility and possibly
restructure other aspects of its capital structure. While the
company has discussed various alternatives, it is not clear what
form this will take. During the review, Moody's will assess FTSI
Services expected operating cash flows in light of its second
quarter results and evaluate FTSI's revised capital structure.
Moody's could confirm FTSI's B2 CFR if its leverage is expected to
be no higher the 5x, otherwise Moody's would likely downgrade the
CFR and accompanying ratings on individual securities.

The principal methodology used in rating FTS International was the
Global Oilfield Services 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.

FTS International Inc. is a privately held oilfield services
company formed by an investor group led by a subsidiary of Temasek
Holdings Limited (Private) to acquire the majority shareholder of
FTS International Services, LLC. The acquisition was funded
through a combination of cash equity provided by the investor
group and $1.5 billion term loan. FTS International Inc. is
currently owned by Temasek (40%), Senja (11%), Other Investors
(18%), Chesapeake (30%) with Management retaining 1% ownership.

FTS International Inc. is headquartered in Forth Worth, Texas.


FTS INT'L: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Fort Worth, Texas-based FTS International
Services LLC (FTS). The outlook is negative.

"At the same time, we lowered our issue-level rating on the term
loan held at parent company FTS International Inc. to 'B-' from
'B' on a lower assumed valuation in our recovery analysis. The
recovery rating on this loan is '5', indicating our expectation of
modest (10% to 30%) recovery in the event of a payment default.
The term loan is structurally subordinate to the 2018 notes," S&P
said.

"We are also affirming our 'BB-' issue-level rating on the
company's existing $550 million senior notes due 2018. The
recovery rating on these notes is '1', indicating our expectation
for very high (90% to 100%) recovery in the event of a payment
default," S&P said.

"The ratings on FTS reflect our view of the company's 'weak'
business risk, 'highly leveraged' financial risk, and 'adequate'
liquidity," said Standard & Poor's credit analyst Carin Dehne-
Kiley. "The company is one of the top five fracturing service
providers in North America. Fracturing (or fracking) services are
primarily pressure-pumping services provided to exploration and
production (E&P) companies in the oil and gas industry as part of
well completion, and are subject to a high degree of demand and
price volatility. Although FTS focuses on the fracking services
product line, it also assembles fracking units, manufactures
components, produces fracking chemicals and proppants (sand), and
provides proppant logistics services (transportation and storage).
We believe this vertical integration provides a competitive
advantage by assuring timely deliveries, reducing maintenance
downtime and avoiding the proppant delivery bottlenecks that have
plagued others in the industry. However, in a market downturn the
excess manufacturing, processing, and transportation capacity
could lower the company's margins," S&P said.

"FTS disclosed preliminary second-quarter results that were well
below even our conservative expectations, and announced a planned
capital restructuring (details of which have not been finalized).
Second-quarter EBITDA margins declined meaningfully to about 10%
from 22% in the first quarter and from nearly 40% in 2011, due to
weaker pricing and rising costs. Pricing on a per-unit basis was
down 24% year-over-year due to the drop in natural gas drilling
activity, the time lag in the shift from natural gas to oil-
focused basins, and increased competition from other fracking
service suppliers. Costs increased due to a sharp uptick in the
price of raw materials, particularly guar (a key fracking fluid
ingredient) and sand. As a result of weak second-quarter results,
we have reduced our 2012 EBITDA and profitability estimates for
FTS," S&P said.

"We have not assumed any capital restructuring in our analysis
because the terms have not been finalized; we assume the company
can obtain a covenant waiver on its term loan before the end of
the third quarter," S&P said.

"The negative outlook reflects our expectation that debt-to-EBITDA
may not return levels that are appropriate for the rating category
over the next 12 months. Last year's aggressive buyout financing
left the company with an above-average debt load relative to the
extreme volatility of EBITDA and cash flows in the fracking
industry. Although we estimate debt/EBITDA will exceed our
downgrade trigger at the end of 2012, we expect margins to
increase next year such that leverage improves to a more
appropriate level by year-end. We could downgrade the company if
we no longer expect leverage to fall back below 6.0x over the next
12 months -- a scenario we think could occur if U.S. market
fundamentals continue to weaken and/or costs remain high and the
company is unsuccessful in either expanding internationally or
raising additional equity," S&P said.

"We could revise the outlook to stable if U.S. market conditions
improve above our current expectations and we believe these
conditions will be sustainable. We could also revise the outlook
to stable if the company is successful in meaningfully reducing
its debt, potentially from an IPO or strategic investor. We could
stabilize the rating if debt/EBITDA falls back to the 5.0x range,
and we expect it will remain at or below this level for a
sustained period," S&P said.


FULLCIRCLE REGISTRY: Had $68,200 Net Loss in First Quarter
----------------------------------------------------------
FullCircle Registry, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $68,242 on $444,643 of revenues for
the three months ended March 31, 2012, compared with a net loss of
$53,936 on $334,715 of revenues for the comparable period last
year.

The Company's balance sheet at March 31, 2012, showed
$6.32 million in total assets, $6.11 million in total liabilities,
and stockholders' equity of $214,130.

As reported in the TCR on April 16, 2012, Rodefer Moss & Co.,
PLLC, in New Albany, Indiana, expressed substantial doubt about
FullCircle Registry'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 and has a net working
capital deficiency.

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

                       http://is.gd/hRxwKi

Located in Shelbyville, Kentucky, FullCircle Registry, Inc.'s
current business plan involves the acquisition of small profitable
businesses.  FullCircle Registry, Inc., has become a holding
company with currently three subsidiaries.  They are FullCircle
Entertainment, Inc., FullCircle Insurance Agency, Inc.. and
FullCircle Prescription Services, Inc.  Target companies are those
in search of exit plans for the owners and are intended to
continue autonomous operations as current ownership is phased out
over a period of 3-5 years.


GAC STORAGE: Court Dismisses Chapter 11 Case of San Tan Plaza
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
granted in part, lender Bank of America, N.A.'s motion to dismiss
the Chapter 11 case of San Tan Plaza, LLC, a debtor-affiliate of
GAC Storage Lansing, LLC, et al.

The Court denied BofA's requests for relief from the automatic
stay to allow the lender to prosecute its foreclosure action
against the Debtor or adequate protection.

As reported in the Troubled Company Reporter on June 20, 2012,
according to BofA, the case presents a classic situation of a
Debtor seeking the protections of chapter 11 despite having no
prospect for reorganization, simply to delay a foreclosure filed
by its secured lender on the eve of the foreclosure sale.  The
Debtor's sole asset is its interest in a substantially undeveloped
parcel of real estate which is fully encumbered by the mortgage
lien of the lender.

BofA also noted that stay relief for cause is warranted:

   -- based on the Debtor's bad faith;

   -- based upon lack of adequate protection.

   -- because the Debtor has no equity in the property and it is
      not necessary to an effective reorganization.

The Court ordered that the Debtor will pay the U.S. Trustee
$325,000, an amount owed pursuant to Section 1930.

                         About GAC Storage

GAC Storage Lansing, LLC, owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois.  The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GAVILON GROUP: Moody's Corrects May 30 Rating Release
-----------------------------------------------------
Moody's Investors Service issued a correction on the May 30
ratings release of The Gavilon Group LLC.  On July 13, 2012, the
press release was revised as follows: Above the Ratings Rationale
section: the debt list has been corrected to "$2.75 billion senior
secured asset based revolving credit facility due 2014, Ba2 (LGD3,
41%) $775 million senior secured term loan due 2014, Ba3 (LGD4,
54%)."

Revised release is as follows:

Moody's placed Gavilon's Ba3 Corporate Family Rating (CFR), Ba2
ABL credit facility rating and Ba3 senior secured term loan rating
under review for upgrade following the announcement that the
company has signed a definitive agreement to be acquired by
Marubeni Corporation (Marubeni, Baa2 stable). The total
transaction value is $5.7 billion including $2.1 billion of debt
to at Gavilon. Closing of the transaction is expected in the third
quarter of 2012, but is subject to the receipt of regulatory
approvals.

"The acquisition by Marubeni would be positive from a credit
standpoint even if Marubeni doesn't guarantee the debt as Gavilon
would have a strategic owner with access to substantial capital,"
said John Rogers, a Senior Vice President at Moody's.

Moody's current ratings on The Gavilon Group LLC. are:

Corporate Family Rating, Ba3 on watch for upgrade.

Probability of Default Rating, Ba3 on watch for upgrade.

$2.75 billion senior secured asset based revolving credit
facility due 2014, Ba2 (LGD3, 41%) $775 million senior secured
term loan due 2014, Ba3 (LGD4, 54%)

Ratings Rationale

The review for upgrade will consider whether Marubeni guarantees
or otherwise contractually supports Gavilon's outstanding debt, as
well as potential changes to the capital structure subsequent to
the transaction. If Gavilon's debt remains outstanding and is not
guaranteed by Marubeni, the ratings could still be upgraded as
long as Gavilon continues to provide the financial information
required under its credit facilities. Should the debt be repaid in
connection with the closing of the transaction, Moody's would
withdraw all of Gavilon's ratings.

The principal methodology used in rating the Gavilon Group LLC was
the Rating Methodology for Commodity Merchandising & Processing
Companies published in December 2011.

Gavilon LLC, headquartered in Omaha, Nebraska, is a global
merchandiser and distributor of agricultural commodities (grains,
fertilizers, feed ingredients, oils, fats, etc), and petroleum and
fuel commodities (crude oil, natural gas, biofuels, etc). Gavilon
is majority owned by an affiliate of Ospraie Management L.L.C.
Revenues for the LTM ending March 31, 2012 were $18.1 billion.


GREENMAN TECHNOLOGIES: Amends 11.5 Million Common Shares Offering
-----------------------------------------------------------------
GreenMan Technologies, Inc., filed with the U.S. Securities and
Exchange Commission amendment no.1 to the Form S-1 relating to the
resale, from time to time, by Next View Capital LP, Associated
Private Equity LLC, Ronald H. Muhlenkamp, et al., of up to:

   (1) 9,908,591 shares that may be acquired upon the conversion
       of shares of the Company's 10% Convertible Preferred Stock,
       which preferred stock was issued to 15 investors in a
       private placement completed on April 30, 2012;

   (2) 158,448 shares issued on June 30, 2012, in lieu of the cash
       payment of dividends on the preferred stock in accordance
       with the terms of the Certificate of Designation governing
       that preferred stock; and

   (3) 1,486,243 additional shares issuable within 15 months after
       June 30, 2012, in lieu of the cash payment of dividends on
       the preferred stock in accordance with the terms of the
       Certificate of Designation governing such preferred stock.

The Company is not selling any shares of the Company's Common
Stock in this offering and, as a result, the Company will not
receive any proceeds from the sale of the Common Stock covered by
this prospectus.  All of the net proceeds from the sale of the
Company's common stock will go to the selling security holders.

The Company's common stock is presently quoted on the OTC Markets
Group's OTCQB under the symbol "GMTI."  On July 12, 2012, the last
reported sale price of the Company's common stock on the OTCQB was
$0.72 per share.

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

                        http://is.gd/Xp1e3v

                    About Greenman Technologies

Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the fiscal year ended
Sept. 31, 2011, indicating that the Company has continued to incur
substantial losses from operations, has not generated positive
cash flows and has insufficient liquidity to fund its ongoing
operations that raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $6.81 million for the year
ended Sept. 30, 2011, compared with a net loss of $5.64 million
the year before.

The Company's balance sheet at March 31, 2012, showed $4 million
in total assets, $7.92 million in total liabilities, and a
$3.92 million total stockholders' deficit.


HAMPTON ROADS: To Issue Add'l 10.9-Mil. Shares Under 2011 Plan
--------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 10,925,000 shares of
common stock issuable under the Company's 2011 Omnibus Incentive
Plan.

Hampton Roads filed with the SEC a registration statement on Form
S-8 on Dec. 20, 2011, registering 2,750,000 shares of its common
stock, par value $.01 per share, pursuant to the Hampton Roads
2011 Omnibus Incentive Plan.

The Company's Board of Directors has adopted, and on June 25,
2012, the Company's shareholders approved, an amendment to the
Plan that reflected an increase in the number of shares of Common
Stock currently reserved for issuance under the Plan from
2,750,000 to 13,675,000.

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

                        http://is.gd/AMFBln

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at March 31, 2012, showed $2.13
billion in total assets, $2.02 billion in total liabilities and
$105.29 million in total shareholders' equity.


HIGHLANDS BANKSHARES: Had $414,000 Profit in First Quarter
----------------------------------------------------------
Highlands Bankshares, Inc., filed its quarterly report on Form
10-Q, reported net income of $414,000 on $4.29 million of net
interest income for the three months ended March 31, 2012,
compared with a net loss of $2.12 million on $4.28 million of net
interest income for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$612.09 million in total assets, $583.03 million in total
liabilities, and stockholders' equity of $29.06 million.

"During the first quarter of 2011, the Bank's total risk based
capital ratio fell below the required minimum to be "well ?
capitalized.  The Bank's Tier 1 Capital to Risk Weighted assets
ratio and Tier 1 capital to Adjusted Total Assets remained above
the "well-capitalized" thresholds.  Because the Bank's total risk-
based capital ratio was below 10% as of Dec. 31, 2011, and
March 31, 2012, the Bank is considered to be "adequately-
capitalized" under the regulatory framework for prompt corrective
action.  As a result of our status as "adequately-capitalized" for
regulatory capital purposes, we cannot renew or accept brokered
deposits without prior regulatory approval and we may not offer
interest rates on our deposit accounts that are significantly
higher than the average rates in our market area.  The Bank has
increased its total risk based capital ratio from 8.77% at
March 31, 2011, to 9.44% at March 31, 2012.  The Bank's total risk
based capital ratio was 9.08% at Dec. 31, 2011.

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

                       http://is.gd/MydXre

Abingdon, Va.-based Highlands Bankshares, Inc., is a one-bank
holding company organized under the laws of Virginia in 1995 and
registered under the Federal Bank Holding Company Act of 1956.
The Company conducts the majority of its business operations
through its wholly-owned bank subsidiary, Highlands Union Bank.
The Company has two direct subsidiaries as of Dec. 31, 2011: the
Bank, which was formed in 1985, and Highlands Capital Trust I, a
statutory business trust (the "Trust") which was formed in 1998.

The Bank is a Virginia state chartered bank that was incorporated
in 1985.  The Bank operates a commercial banking business from its
headquarters in Abingdon, Virginia, and its thirteen area full
service branch offices.


HASCO MEDICAL: Had $51,650 Profit in First Quarter
--------------------------------------------------
Hasco Medical, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $51,650 on $8.83 million of revenues for
the three months ended March 31, 2012, compared with a net loss of
$155,656 on $484,329 of revenues for the corresponding period of
2011.

The Company's balance sheet at March 31, 2012, showed
$30.50 million in total assets, $27.79 million in total
liabilities, and stockholders' equity of $2.70 million.

As reported in the TCR on April 4, 2012, Peter Messineo, CPA, in
Palm Harbor, Florida, expressed substantial doubt about HASCO
Medical's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  Mr.
Messineo noted that the the Company has incurred recurring losses
resulting in accumulated deficit, negative cash flows from
operations and negative working capital.

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

                       http://is.gd/wPLQj0

Mobile, Ala.-based HASCO Medical, Inc. provides a diversified
range of home health care services and products.  The business
includes rental operations conducted under the trade name
Wheelchair Vans of America, and Certified Auto located in Central
Florida.


HORSEHEAD HOLDING: S&P Assigns Prelim. 'B-' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to U.S.-based zinc producer Horsehead
Holding Corp. The outlook is stable. "At the same time, we
assigned our preliminary 'B-' issue-level rating and a preliminary
'4' recovery rating to the company's $175 million senior secured
notes due 2017. The '4' recovery rating indicates our expectation
for average (30% to 50%) recovery in the event of a payment
default," S&P said.

Horsehead Holding Corp. will use proceeds from the proposed notes
to fund the capital required for construction of a new zinc plant.

"Our corporate credit rating on Horsehead reflects our view of the
company's business risk as 'vulnerable' and its financial risk as
'highly leveraged.' Weaknesses include high levels of debt and
risks relating to the construction of a large new zinc and
diversified metals plant," said Standard & Poor's credit analyst
Maurice Austin. "Other risks include the company's reliance on a
single operating plant, exposure to volatile metals prices, and
cyclical end markets. In our view, Horsehead's position as a low
cost producer if it completes the new plant toward the end of
2013, as it expects, would mitigate some of these risks."

"Under our base case scenario, we expect Horsehead to generate
about $50 million in EBITDA this year. This results in debt to
EBITDA of about 5.5x and funds from operations (FFO) to debt of
about 10%, in line with our assessment of financial risk as
'highly leveraged. Our baseline scenario assumes zinc prices to
average about $0.90 per pound in 2012 with about 175,000 tons
shipped, compared with $1.01 per pound and about 152,000 tons
shipped in 2011. The increase in tonnage shipped is because of a
full year of the recently acquired Zochem operations, stronger
demand in its end markets, and recovery of market share in zinc
oxide that was lost as a result of the refinery outage in the
latter half of 2010," S&P said.

"Our baseline scenario for 2013 assumes about $55 million in
EBITDA with debt to EBITDA of about 5x and FFO to debt of slightly
below 10%. These assumptions reflect our expectation that the
company will complete the construction of a new zinc plant, and
begin production, by the third quarter and stay within its $375
million budget. In addition, we contemplate lower zinc prices of
$0.80 to $0.85 per pound and about 195,000 tons shipped. The lower
zinc prices reflect the current zinc spot prices as we assume
tonnage shipped increases as the new higher capacity zinc plant
comes on line in the second half of 2013," S&P said.

Horsehead Holding Corp. is the parent company of Horsehead Corp.
(not rated), a leading U.S. producer of specialty zinc and zinc-
based products and a leading recycler of electric arc furnace
dust; The International Metals Reclamation Co. Inc. (not rated), a
leading recycler of nickel-bearing wastes and nickel-cadmium
batteries in North America; and Zochem Inc. (not rated), a
producer of zinc oxide in North America. Its products are used in
a wide variety of applications, including in the galvanizing of
fabricated steel products; as components in rubber tires, alkaline
batteries, paint, chemicals, and pharmaceuticals; and as a remelt
alloy in the production of stainless steel.

"Our stable outlook reflects our view that note proceeds and
projected operating cash flow will provide 'adequate' liquidity to
the company to complete its plant construction, despite our
expectations for $0.80 to $0.85 zinc prices over the next 15
months," S&P said.

"We are unlikely to upgrade Horsehead until construction of the
new zinc plant is complete and it demonstrates the ability to
operate profitably, which we do not expect to occur over the next
12 months. We could downgrade the company if construction of the
new zinc plant experiences cost overruns or substantial delays. We
would also lower our rating if our baseline assumptions are
incorrect and zinc prices drop below $0.85 in the second half of
2013 because of weaker-than-expected economic recovery or an
appreciation of the U.S. dollar," S&P said.


HOTEL AIRPORT: Plan Outline Hearing Continued Until Sept. 11
------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico continued until Sept. 11, 2012,
at 2 p.m., the hearing consider Hotel Airport Inc.'s request for
(i) approval of the disclosure statement explaining the terms of
the Chapter 11 Plan and (ii) assumption of leases.

The hearing was originally scheduled for July 10.

As reported in the Troubled Company Reporter on Jan. 19, 2012,
under the Plan, holders of administrative expense claims and
priority claims will be paid in full on the Plan's effective date.

The Plan presents a scenario upon which it will be substantially
funded by the Debtor's assets and income from the operation of
business, according to David Tirri, the Debtor's president.  The
Plan also considers the Debtor's experience and knowledge of the
business and specific knowledge of Debtor's sector of the
industry.  The Reorganization process will take place under the
management of Mr. Tirri.

The Plan proposes a merger between the Debtor/HAI and and its
parent, CAF, whereby a single entity -- CAF -- will emerge.  HAI's
operations will continue under its present management as a
division of CAF.  The merger will take place upon the Effective
Date of the Plan.  The Debtor submits that the merger will
strengthen HAI's ability to operate and maintain its business.
CAF -- as successor in interest of HAI -- will assume its
obligations maintaining HAI's current assets, which are all
encumbered with secured debts.

Upon the merge with CAF, Mr. Tirri's position will be vice-
president, and general manager for the hotel operations, with his
compensation remaining at $15,000 per month in salary, plus
$10,000 per month for expenses.  Other insiders which may from
time to time be part of the management, due to their positions
with CAF are CAF's stockholders Anthony C. Tirri, Jean Tirri, and
Justin Tirri, with only Anthony C. Tirri receiving compensation of
$5,000 per month.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/HOTELAIRPORT_DS_Dec092011.pdf

                       About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, serves as bankruptcy counsel.  Francisco J. Garrido
Molina serves as its accountant, and RS& Associates as external
auditors to perform auditing services.  The Debtor disclosed
US$8,547,993 in assets and US$171,169,392 in liabilities as of the
Chapter 11 filing.  The petition was signed by David Tirri, its
president.

The Debtor's plan provides that holders of administrative expense
claims and priority claims will be paid in full on the Plan's
effective date.

The Plan will be substantially funded by the Debtor's assets and
income from the operation of business.  The Plan proposes a merger
between the Debtor/HAI and and its parent, CAF, whereby a single
entity -- CAF -- will emerge.


HUGHES TELEMATICS: Agrees to Settle Stockholder Lawsuit in Ga.
--------------------------------------------------------------
HUGHES Telematics, Inc., has reached an agreement in principle to
settle a purported stockholder class action lawsuit brought in the
Superior Court of DeKalb County, Georgia, captioned Terrel L.
Pochert v. HUGHES Telematics, Inc., et al., Civil Action No.
12CV8202-3.  The Stockholder Action names as defendants the
Company, Verizon Communications Inc., Apollo Global Management,
LLC, Verizon Telematics Inc. and the individual members of the
Company's board of directors.  The Stockholder Action alleges
claims for breach of fiduciary duty, and aiding and abetting
breaches of fiduciary duty, arising from the Agreement and Plan of
Merger, dated as of June 1, 2012, by and among Verizon
Communications Inc., Verizon Telematics Inc., a wholly owned
subsidiary of Parent, and the Company, pursuant to which Parent
via merger will acquire all of the outstanding shares of common
stock of the Company, shares owned by the Company, Parent or their
subsidiaries, and Earnout Shares for $12.00 per share in cash.

Although the Company and the other defendants believe the
Stockholder Action is entirely without merit, the defendants
agreed in principle to settle the Stockholder Action solely to
avoid the costs, risks and uncertainties inherent in litigation,
and without admitting any liability or wrongdoing.  The defendants
and the named plaintiff in the Stockholder Action will seek to
enter into a stipulation of settlement that will be presented to
the DeKalb County Superior Court for final approval.  The
stipulation of settlement will provide for, among other things,
the conditional certification of the Stockholder Action as a non
opt-out class action pursuant to Georgia Civil Practice Act
Section 9-11-23(a), (b)(1) and (b)(2), with the class consisting
of all persons who held shares of common stock, beneficially or of
record, including their respective successors in interest,
successors, predecessors in interest, predecessors,
representatives, trustees, executors, administrators, heirs,
assigns or transferees, immediate and remote, and any person or
entity acting for or on behalf of, or claiming under, any of them,
and each of them, except the defendants and their affiliates, at
any time during the period from and including June 1, 2012,
through the date of consummation of the Merger.

The stipulation of settlement will provide for the release of any
and all claims arising from the Merger, subject to court approval.
The release will not become effective until the stipulation of
settlement is approved by the DeKalb County Superior Court, and
there can be no assurance that the parties will ultimately enter
into a stipulation of settlement or that the DeKalb County
Superior Court will approve the settlement even if the parties
were to enter into the stipulation.  The settlement will not
affect the consideration to be received by the Company's
stockholders in the Merger or the timing of the anticipated
closing of the Merger.

As part of the settlement, the Company has agreed (a) to make
certain additional disclosures related to the Merger, and (b) not
to object, based on untimeliness, to a written demand for
appraisal from a stockholder who desires to exercise appraisal
rights under Section 262 of the Delaware General Corporation Law
if such demand is delivered by no later than July 23, 2012.  The
Supplemental Disclosures supplement the disclosure contained in
the definitive information statement filed by the Company with the
Securities and Exchange Commission on June 26, 201, and mailed to
the Company's stockholders on or about that date, and should be
read in conjunction with the disclosures contained in the
information statement, which in turn should be read in its
entirety.

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

                        http://is.gd/njUoct

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

HUGHES reported a net loss of $85.35 million in 2011, a net loss
of $89.56 million in 2010, and a net loss of $163.66 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$110.18 million in total assets, $211.81 million in total
liabilities, and a $101.62 million total stockholders' deficit.

In its report on the Company's 2011 financial results,
PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses from operations and has a net
capital deficiency.


IMPACT SERVICES: Looks to Auction Assets Aug. 17
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Impact Services Inc. is proposing to
hold an auction on Aug. 17 to sell the assets. No buyer is yet
under contract.  The Chapter 7 trustee is asking the bankruptcy
judge to hold an accelerated hearing on July 19 for approval of
auction and sale procedures. If the judge agrees, bids would be
due Aug. 15 in advance of an auction two days later and a hearing
on Aug. 20 for approval of a sale.

According to the report, assets being sold include a device called
a pyrolysis machine that heats waste to 1,800 degrees Fahrenheit,
reducing the waste to ash and lowering the cost of disposal.
Impact owns the building, although it doesn't own the underlying
land.

                        About Impact Services

Oak Ridge, Tennessee-based Impact Services Inc., a radioactive
waste-treatment center, and affiliate Impact Holdings Inc.
commenced liquidation proceedings under Chapter 7 of the
Bankruptcy Code (Bankr. D. Del. Case No. 12-11605 and 12-11604) in
Wilmington, Delaware, on May 24, 2012.

The petition lists $1 million to $10 million in assets and
$10 million to $50 million in debts.  Lawyers at Young Conaway
Stargatt & Taylor LLP represent the Company.

According to the Chapter 7 petition, the Debtor operated
radioactive waste processing centers.  The radioactive waste
processed by the Debtor is low-level radioactive waste.  The
Debtor said it does not believe the current storage and processing
of low-level radioactive waste currently poses a threat of
imminent and identifiable harm to public health or safety, but
warned it may cause harm if not properly stored or processed.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported Impact came under controversy recently when it was
alleged to have illegally and intentionally disposed of
radioactive materials at a Tennessee landfill.  The allegation
formed the base of an anonymous complaint brought to the National
Response Center.

Impact disputed the allegations as "unfounded and groundless,"
according to a letter sent to Tennessee officials.  The state
cleared the company's name in January 2012, DBR related, citing
Knoxville News Sentinel, finding "no validity" to the allegations
after inspections.


IMPERIAL INDUSTRIES: Extends LOI with QEP Through July 30
---------------------------------------------------------
Imperial Industries, Inc., announced that the non-binding Letter
of Intent the Company entered into with Q.E.P. Co., Inc., with
regard to a proposal to purchase 100% of the Common Stock of the
Company was extended until July 30, 2012, and all terms and
conditions of the LOI remain in full force and effect.

QEP has the right to terminate the LOI at any time for any reason.
The LOI originally was to have automatically terminated on
July 12, 2012, if a definitive binding merger agreement had not
been executed by that date unless extended by mutual consent of
the parties.  The LOI provides, among other things, that QEP would
agree to purchase 100% of the Common Stock of the Company for a
price of no more than $.30 per share.  The proposed merger
transaction would be subject to a number of customary closing
conditions, including obtaining approval from the holders of a
majority of the Company's outstanding shares of common stock at a
Company shareholder meeting to be held.

                      About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

In its report on the 2011 financial statements, Grant Thornton
LLP, in Fort Lauderdale, Florida, noted that the industry in which
the Company is operating has been impacted by a number of factors
and accordingly, the Company has experienced a significant
reduction in its sales volume.  In addition, for the year ended
Dec. 31, 2011, the Company has a loss from continuing operations
of approximately $1,310,000.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at March 31, 2012, showed $4.18
million in total assets, $2.86 million in total liabilities and
$1.32 million in total stockholders' equity.


INT'L ENVIRONMENTAL: Creditors Meeting Rescheduled to July 19
-------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, rescheduled to
July 19, 2012, at 1:30 p.m. the meeting of creditors in the
Chapter 11 case of International Environmental Solutions
Corporation.  The meeting will be held at Suite 300, 3685 Main
St., Riverside, California.  The meeting was originally scheduled
for July 6.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                About International Environmental

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation, (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.

Goe & Forsythe, LLP, represents the Debtor in its restructuring
effort.

The U.S. Trustee appointed Howard Grobstein as Chapter 11 trustee
for the Debtor's estate.

The Debtor disclosed $25,129,244 in assets and $10,387,254 in
liabilities.


IPREO HOLDINGS: Moody's Lowers Credit Facility Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service lowered Ipreo Holdings LLC's senior
secured credit facility rating to B1 from Ba3 in conjunction with
the company's proposed $35 million term loan B add-on to its
existing $150 million senior secured credit facility. Ipreo plans
to utilize the proceeds to redeem $35 million of its senior
subordinated notes at par. The rating change reflects the increase
in the size of the credit facility and the corresponding reduction
in the amount of subordinated notes that are effectively and
contractually subordinated to the credit facility. As a result of
these factors, Moody's expects credit facility lenders' loss in
the event of a default would be higher than under the prior
structure and this drives the rating downgrade. Ipreo's B2
Corporate Family Rating (CFR) and stable rating outlook are not
affected. Loss given default assessments were revised to reflect
the revised debt mix.

The transaction is modestly positive for Ipreo as its annual cash
interest expense will decline by approximately $1 million
factoring in a 25 basis point increase in the rate on the
remaining subordinated notes triggered by the redemption. Free
cash flow will correspondingly improve. The financing will push
forward push forward the maturity of an incremental $35 million of
debt by approximately one year. This moderately increases 2017
refinancing risk, although Moody's assumes that Ipreo will
refinance the credit facility potentially in conjunction with an
ultimate exit transaction by private equity sponsor Kohlberg
Kravis Roberts & Co. L.P. (KKR). Total debt is unchanged and
Moody's continues to project that Ipreo's leverage will decline as
it grows revenue and EBITDA. Leverage through the credit facility
is increasing by approximately one turn.

Downgrades:

  Issuer: Ipreo Holdings LLC

    Senior Secured Bank Credit Facility (Revolver), Downgraded to
    B1, LGD3 - 34% from Ba3, LGD2 - 25%

    Senior Secured Bank Credit Facility (Term Loan), Downgraded
    to B1, LGD3 - 34% from Ba3, LGD2 - 25% (a)

(a) Upsized by $35 million from original $115 million

Ratings Rationale

Ipreo's B2 CFR reflects its small scale in the financial data and
software industry, revenue exposure to volatile primary market
activity, customer concentration, high leverage, and event risks
related to ownership by a private equity sponsor. Ipreo has a good
market position in providing software to manage investment banks'
primary market offering process including book building, deal-
related accounting and regulatory functions, as well as in
institutional contact information through its Bigdough investor
database. The company has performed well since the August 2011
acquisition by KKR due to a recovery in municipal bond issuance,
capitalization on prior steps to expand its geographic and asset
class coverage, and a combination of new client wins and expanding
relationships with existing clients. Debt-to-EBITDA leverage
(slightly less than 6x based on preliminary LTM June 2012 results
and incorporating Moody's standard adjustments) remains high but
is down from approximately 6.5x at the time of the LBO. Moody's
expects Ipreo will continue to capitalize on its good growth
prospects despite choppiness in primary market activity, and
should reduce leverage to a mid to low 5x range in 2013. This will
more comfortably position the company within the B2 CFR.

The stable rating outlook reflects Moody's view that the U.S. and
global economies will continue to grow modestly, that new issuance
volume will not materially decline, and that Ipreo will generate
double digit revenue growth in 2012 and mid to high single digit
revenue growth in 2013. This should allow Ipreo to generate modest
free cash flow, maintain a good liquidity position, and reduce
debt-to-EBITDA to a mid to low 5x range in 2013.

A downgrade could occur if Ipreo's debt-to-EBITDA leverage is not
sustained below 6.0x or if free cash flow were to weaken. Ipreo
could also be downgraded if market share erodes, it loses clients,
liquidity weakens, or if the company engages in leveraging
acquisitions or shareholder distributions.

An upgrade is unlikely absent meaningful revenue expansion that
leads to consistent and growing free cash flow generation, and a
sustained reduction in debt-to-EBITDA leverage to a level
comfortably below 5x. Ipreo would also need to maintain a good
liquidity position to be considered for an upgrade.

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

Ipreo, headquartered in New York, NY, is a provider of data,
market intelligence, and workflow solutions to investment banking
and corporate clients. Ipreo has more than 600 employees and
operations throughout the US, Europe, and Asia. Revenue for the 12
months ended March 2012 was approximately $133 million.


IPREO HOLDINGS: S&P Rates $35MM Incremental Term Loan 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '1' recovery rating to Ipreo Holdings LLC's proposed
$35 million senior secured incremental term loan. "The rating is
two notches above our 'B' corporate credit rating on the company.
The '1' recovery rating indicates our expectation of very high
(90%-100%) recovery for lenders in the event of a payment default.
Ipreo will use the proceeds to repay a portion of the outstanding
balance under the $105 million senior subordinated notes due
2018," S&P said.

"The 'B' corporate credit rating is unchanged, as is our stable
rating outlook. Our rating reflects Ipreo's narrow business focus,
competition from much larger competitors with greater financial
resources, its revenue sensitivity to both changes in debt and
equity securities issuance volume, and financial-market and
interest-rate volatility," S&P said.

"For 2012 and 2013, our base-case scenario sees revenue increasing
at a high-single-digit to low-double-digit percentage rate. We
estimate EBITDA will grow at a low-double-digit rate in 2012 and
in the mid- -single-digit percentage rate in 2013, but a return to
recession could lead to slower revenue and EBITDA gains, if any,"
S&P said.

"The stable rating outlook reflects our view that Ipreo should be
able to generate positive discretionary cash flow and possibly
reduce its debt-to-EBITDA over the medium term. If Ipreo reduces
debt to EBITDA to less than 5.5x, we could raise our rating,
assuming no deterioration in business performance," S&P said.

RATINGS LIST
Ipreo Holdings LLC

Corporate credit rating            B/Stable/--

Rating Assigned
$35 mil. sr. sec. term loan       BB-
  Recovery rating                  1


J & J DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: J & J Developments Inc.
        3512 SW Fairlawn Road, Suite 400
        Topeka, KS 66614

Bankruptcy Case No.: 12-11881

Chapter 11 Petition Date: July 12, 2012

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

About the Debtor: 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.

Debtor's Counsel: Edward J. Nazar, Esq.
                  REDMOND & NAZAR, LLP
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  E-mail: ebn1@redmondnazar.com

Scheduled Assets: $18,787,105

Scheduled Liabilities: $34,933

The petition was signed by John E. Brown, president/CEO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Centrue Bank                       Bank Loan            $4,900,000
7700 Bonhomme, Suite 300
Clayton, MO 63105

Arvest Bank                        Bank Loan            $2,750,628
119 E. 3rd Street
Ottawa, KS 66067

CoreFirst Bank & Trust             Bank Loan            $2,650,000
3035 SW Topeka Boulevard
Topeka, KS 66611

CoreFirst Bank & Trust             Bank Loan            $2,412,000
3035 SW Topeka Boulevard
Topeka, KS 66611

Great Southern Bank                Bank Loan            $1,600,000
2040 South Princeton Street
Ottawa, KS 66067

CoreFirst Bank & Trust             Bank Loan            $1,180,000
3035 SW Topeka Boulevard
Topeka, KS 66611

John E. Brown                      --                     $956,000
5901 SW 33rd Street
Topeka, KS 66614

CoreFirst Bank & Trust             Bank Loan              $941,000
3035 SW Topeka Boulevard
Topeka, KS 66611

Capital City Bank                  --                     $777,000
3710 SW Topeka Boulevard
Topeka, KS 66609

CoreFirst Bank & Trust             Bank Loan              $712,000
3035 SW Topeka Boulevard
Topeka, KS 66611

Heritage Bank                      Bank Loan              $603,500
3024 SW Wanamaker Road
Topeka, KS 66614

Heritage Bank                      Bank Loan              $476,000
3024 SW Wanamaker Road
Topeka, KS 66614

CoreFirst Bank & Trust             Bank Loan              $290,662
3035 SW Topeka Boulevard
Topeka, KS 66611

Great Southern Bank                Bank Loan              $272,000
2040 South Princeton Street
Ottawa, KS 66067

Bank of the West                   Bank Loan              $226,326

Capital City Bank                  Bank Loan              $180,000

Capital City Bank                  Bank Loan              $149,424

ONB Bank and Trust                 Bank Loan              $105,492

Capital City Bank                  Bank Loan               $95,500

First Community Bank of Crawford   Bank Loan               $75,000
Co.


JEFFERSON COUNTY, AL: Bondholders Headed to Circuit Court
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of Jefferson County, Alabama, sewer bonds are
being permitted to appeal directly to the U.S. Court of Appeals in
Atlanta from a ruling on Jan. 6 by the bankruptcy judge.  In his
opinion early this year, the bankruptcy judge said the county's
Chapter 9 municipal bankruptcy filing automatically divested a
receiver from control of the sewer system and its revenue.

According to the report, U.S. Bankruptcy Judge Thomas B. Bennett
in Birmingham said at the end of February that the appeal from his
January opinion involved "a matter of public importance." Avoiding
an intermediate appeal to a U.S. district judge, he said, would
"materially advance the progress of the case."

The report relates the Court of Appeals agreed and signed a series
of orders on July 12 permitting the bondholders to avoid an
intermediate appeal in district court.  Judge Bennett concluded in
his 57-page opinion in January that the county's filing for
municipal debt adjustment automatically divested the receiver who
had been appointed by the state court to take over the sewer
system at the behest of bondholders.  In favor of the bondholders,
the judge ruled that the lien continues on sewer revenue.

The report discloses both the bondholders and the county are
appealing various aspects of the Jan. 6 opinion.

The appeal in circuit court is Assured Guaranty Municipal Corp. v.
Jefferson County, Alabama, 12-13654, U.S. 11th Circuit Court of
Appeals.

                       About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JESCO CONSTRUCTION: Escapes Case Dismissal, Files Chapter 11 Plan
-----------------------------------------------------------------
Jesco Construction Corp., submitted to the U.S. Bankruptcy Court
Southern District of Mississippi a Disclosure Statement explaining
the proposed Chapter 11 Plan dated July 2, 2012.

As reported in the Troubled Company Reporter on June 25, 2012, the
Court signed an agreed order between the Debtor and the U.S.
Trustee for Region 5, which provided that the Debtor will file a
disclosure statement and a plan of reorganization by July 2, or
the case will be dismissed without further notice or hearing.

According to the Disclosure Statement, the Plan is based upon
compromises and resolutions of the Debtor's accounts receivables,
or pursuit of litigation to judgment to obtain recoveries.  The
Plan will provide for the Debtor to collect and reduce to money
the property of the Bankruptcy estate.  The Plan provides for the
discharge of all claims against the Debtor.

Under the Plan, Class 2 Priority Claims of IRS and Mississippi
Department of Revenue, if any, will be paid with interest, as
required by the Bankruptcy Code.

Class 3 General Unsecured Creditors totaling $10 million will
receive a pro rata distribution on account of their claims.

The existing equity security interest holders will maintain and
retain their equity security interests in the Debtor.

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

                     About Jesco Construction

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  The Debtor tapped Kelly Baker, CPA, PA, as accountant.

In its schedules, the Debtor disclosed $100 million in assets and
$14.7 million in liabilities.

Henry G. Hobbs, the Acting U.S. Trustee for Region 5, appointed
three unsecured creditors to serve on the Committee of Unsecured
Creditors of Jesco Construction Corp.  The Debtor has asked the
Court asks the Court that Theodore Conner, III, doing business as
War-Con Construction be eliminated from the Committee.


KV PHARMACEUTICAL: 2012 Annual Meeting Record Date Moved July 19
----------------------------------------------------------------
K-V Pharmaceutical Company revised the date on which stockholders
of record will be entitled to notice of and to vote at the
Company's 2012 Annual Meeting of Stockholders.

The Company has scheduled its 2012 Annual Meeting of Stockholders
at 10:00 a.m., central daylight time, on Thursday, Sept. 13, 2012,
at a location to be announced at a later time.  Stockholders of
record as of the close of business on July 19, 2012, are entitled
to notice of and to vote at the 2012 Annual Meeting.  The Company
originally set July 16 as stockholders' record date.

                 About KV Pharmaceutical Company

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

The Company reported a net loss of $102.30 million for
the year ended March 31, 2012, a net loss of $271.70 million for
the year ended March 31, 2011, and a net loss of $283.60 million
for the year ended March 31, 2010.

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

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that the Company among other things has experienced recurring
losses from operations, has a significant shareholders' deficit,
and negative working capital.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


LEE'S FORD: Seeks to Use BB&T and SBA Cash Collateral
-----------------------------------------------------
Lee's Ford Dock Inc., and its affiliate debtors seek Court
authority to use cash collateral wherein Branch Banking & Trust
Company, and the U.S. Small Business Administration may assert an
interest.  The Debtors said the use of cash collateral will ensure
continued going concern operations, and protect and preserve the
value of the Debtors' assets and ongoing operations for the
benefit of creditors and all constituencies.

According to the Debtors, entities that may claim an interest in
cash collateral are:

     * Branch Banking & Trust Company, on account of $5,200,000
       in claims purportedly secured by all the assets of Lee's
       Ford Dock, Lee's Ford Woods, Lee's Ford Hotels, and Top
       Shelf Marine Sales; and

     * U.S. Small Business Administration, on account of
       $4,000,000 in claims purportedly secured by Lee's Ford
       Dock's account receivables and proceeds of certain assets;
       and Top Shelf Marine Sales' account receivables and
       proceeds of certain assets.

Debtors Hamilton Capital and Hamilton Brokerage do not believe
that any entity holds a lien on their cash collateral.  However,
the two Debtors also do not presently have any cash or regular
income and, thus, do not have cash collateral.

The Debtors propose to use Cash Collateral to meet their
postpetition obligations and pay their expenses, general and
administrative operating expenses, and other necessary costs and
expenses, including taxes, insurance, and other expenses incurred
during the pendency of the bankruptcy cases, including
professional fee carve-outs as proposed in the Budget..

As adequate protection for any diminution in the value of the
creditors' interests in their prepetition collateral, the Debtors
propose to grant to the creditors a replacement lien on the
Debtors' postpetition Cash Collateral to the same extent,
validity, and priority as existed on the Petition Date, subject to
a carve-out from Cash Collateral for professional and U.S. Trustee
fees.

The Debtors also propose to pay BB&T a monthly amount of $15,000
as adequate protection payments.  The Debtors do not propose to
pay the SBA a monthly adequate protection and, instead, propose
that their payments towards BB&T's senior lien serve to adequately
protect the interests of the SBA's junior lien.

                 About Lee's Ford Resort & Marina

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

Judge Joseph M. Scott Jr. oversees the case.  DelCotto Law Group
PLLC serves as the Debtors' counsel.  In its petition, Lee's Ford
Dock estimated $10 million to $50 million in assets and debt.  The
petition was signed by James D. Hamilton, president.  Mr. Hamilton
has been designated as the individual responsible for performing
the duties of the Debtors.


LEE'S FORD: Hiring DelCotto Law Group as Bankruptcy Counsel
-----------------------------------------------------------
Lee's Ford Dock Inc., and its affiliate debtors seek Bankruptcy
Court permission to employ DelCotto Law Group PLLC as their
attorneys.  The engagement will be led by Laura Day DelCotto,
Esq., a member of the firm, and Amelia Martin Adams, Esq. --
aadams@dlgfirm.com

To the best of the Debtors' knowledge, the attorneys of DLG do not
have any connection with the Debtors, their creditors, any party
in interest, or their respective attorneys.

DLG has received a retainer of $80,000 for services and expenses
rendered prepetition (including filing fees) prior to filing the
petition, and holds the remaining balance of $22,243 in escrow.
DLG seeks court approval of a lien in its favor against the funds
in its escrow account to secure payment of fees and expenses
approved in these cases.

The Firm's current hourly rates range from $150 to $425 per hour
for attorneys and $130 to $145 per hour for paralegals.

                 About Lee's Ford Resort & Marina

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

Judge Joseph M. Scott Jr. oversees the case.  In its petition,
Lee's Ford Dock estimated $10 million to $50 million in assets and
debt.  The petition was signed by James D. Hamilton, president.
Mr. Hamilton has been designated as the individual responsible for
performing the duties of the Debtors.


LENNY DYKSTRA: Pleads Guilty to Bankruptcy Fraud
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lenny Dykstra, already serving three years in state
prison for grand theft auto, pleaded guilty last week in federal
court to three counts of bankruptcy fraud and other crimes. He
will be sentenced on Dec. 3.

                         About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California.  The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor.  The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.

In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.


LON MORRIS: July 24 Final Hearing on $750,000 Amegy DIP Loan
------------------------------------------------------------
Lon Morris College will return to the Bankruptcy Court on July 24
to seek final approval of its postpetition secured financing
facility from Amegy Bank National Association.

The community college earlier this month obtained authority to
borrow $350,000 from the $750,000 DIP facility, on an interim
basis through the July 24 hearing.  The $350,000 includes the
$250,000 that the Debtor withdrew from the facility prior to the
bankruptcy filing.

Lon Morris College also obtained interim permission to use cash
collateral that secures its prepetition debt to Amegy.  As of the
bankruptcy filing date, Lon Morris College owed Amegy $2.048
million.

However, the bankruptcy judge barred the Debtor from using any
rents collected postpetition from the Landmark Building absent
further court order after a secured creditor objected.

Archived Management, Inc., said the Debtor in March 2010 executed
a Deed of Trust that assigned "all present and future rent and
other income and receipts" from The Landmark to Archived
Management.

Archived Management is represented by:

         Jim Echols, Esq.
         SAUNDERS, SCHMIDT & ECHOLS
         202 W. Erwin Street, Suite 200
         Tyler, TX 75702
         Tel: (903) 595-3791
         Fax: (903) 595-3796

The DIP facility matures on the earliest of (a) the 120th day
after the petition date, (b) 30 calendar days after the petition
date if the Final DIP order has not been entered in that period,
(c) the effective date of a plan of reorganization, or (d) an
event of default and acceleration of the obligations under the DIP
loan.

                     About Lon Morris College

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

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at McKool Smith P.C., and Webb
and Associates serve as counsel to the Debtor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.

Amegy Bank is represented in the case by:

          James Matthew Vaughn, Esq.
          PORTER HEDGES LLP
          1000 Main Street, 36th Floor
          Houston, TX 77002
          E-mail: mvaughn@porterhedges.com


LON MORRIS: Mulls Going Concern Sale; Taps Capstone as Advisor
--------------------------------------------------------------
Lon Morris College seeks to employ Capstone Partners as financial
advisor and investment banker to assist in marketing the Debtor's
assets as a going concern.

According to Lon Morris College, because continuing negative cash
flow issues cannot be cured with its current resources, the Debtor
likely cannot continue to operate as a standalone entity.  The
Debtor said it needs either new capitalization or a strong
educational partner.  Lon Morris said its creditors and the public
at large would be best served by marketing the Debtor (and its
assets) by professionals with expertise in this field.  Lon Morris
said Capstone has experience in the area of selling educational
institutions.

Capstone assisted in the sale of Heald College, a 140-year-old
junior college in California, Oregon and Hawaii.  At the time,
Heald was insolvent and the success of the transaction and the
salvage of the College was the direct result of their team's
marketing, industry knowledge, access to key decision makers and
consulting on regulatory and socio-political issues. This was a
transition from non-profit to for-profit, and required working in
the sensitive California political climate.

Capstone also brokered the equity sale of Henley Putnam
University.  Using their contacts, they were able to make an
equity deal with two investors to recapitalize the school.  During
that search, they created a "buyer universe" of over 250 venture
capital and private equity firms.  In the end, they combined
two firms to syndicate the equity raise.

Capstone also brokered the sale and recapitalization of the
Pacific College of Oriental Medicine, with students in California,
New York, and Illinois; and the sales of Ogle Schools, a cosmetic
and beauty school chain in Dallas with 1,000 students and
compliance difficulties.

Most of Capstone's transactions are not publicly advertised
because of confidentiality restrictions.  Capstone represents that
it "maintains the most active education & training practice in the
middle market, currently representing multiple clients across
various regions and core curriculum."

The transaction team that has committed to the Debtor will be led
by John Ferrara (Founder, President and Managing Partner) and
Jacob Voorhees (Partner and Head of the national Technology &
Training Group).  Together, Mr. Ferrara and Mr. Voorhees have over
30 years of M&A experience, both having spent the past decade
primarily dedicated to transactions in the post-secondary
education market.

Capstone's fees consist of:

     -- a non-refundable retainer for the marketing, negotiation,
        and transaction process of $50,000;

     -- A success fee of $300,000 plus 3% of transaction value,
        subject to a $500,000 minimum;

     -- An hourly fee for expert or transaction related testimony;
        and

     -- Customary indemnification from the estate.

To the best of Debtor's knowledge, Capstone has no connections
with the Debtor, creditors, or any other party in interest, its
attorneys and accountants, the United States Trustee, or any
person employed in the office of the United States Trustee, except
for professional connections through the Turnaround Management
Association and other trade organizations where reorganization
practitioners educate themselves on bankruptcy-related issues, and
any other connections.

                     About Lon Morris College

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

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at McKool Smith P.C., and Webb
and Associates serve as counsel to the Debtor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.


LSP ENERGY: Inks Deal With Bondholders Over $80MM Claim
-------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that LSP
Energy Inc. has agreed to settle a lawsuit against a group of
bondholders who funded the construction of the company's
Mississippi power plant over their demand for an $80 million
payment.

As reported in the Troubled Company Reporter on July 12, 2012,
BankruptcyData.com reports that LSP Energy Limited Partnership
filed with the U.S. Bankruptcy Court a motion for approval of a
settlement agreement between the Debtors and The Bank of New York
Mellon (as indenture trustee) and a certain group of bond holders.
BankruptcyData.com related that the settlement resolves a dispute
concerning a make-whole premium and provides that the premium
shall be allowed in the full amount as calculated under the
indenture and entitled to the treatment for distribution from the
Debtors' estates by confirmed plan, or otherwise, following
payment in full of all allowed secured claims, allowed
administrative expense claims and allowed priority claims.

                          About LSP Energy

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

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

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

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

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

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


LUCID INC: Richard Pulsifer Succeeds Martin Joyce as CFO
--------------------------------------------------------
Martin J. Joyce resigned as Chief Financial Officer of Lucid, Inc.
Pursuant to a Separation Agreement by and between the Company and
Mr. Joyce, dated July 9, 2012, the Company will pay Mr. Joyce a
cash payment of $370,000 in installments payable over a period of
almost two years, subject to acceleration.

On July 9, 2012, the Board of Directors appointed Richard J.
Pulsifer as the new Chief Financial Officer of the Company.

Mr. Pulsifer, age 54, served as Chief Financial Officer at
American Aerogel Corporation, a manufacturer of advanced
materials, from December 2009 to June 2012.  From 2007 to
September 2009, Mr. Pulsifer served as Chief Financial Officer at
HighRes Biosolutions, Inc., a manufacturer of life science
products.

The Company has not entered into an employment agreement with Mr.
Pulsifer.

                          About Lucid Inc

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Deloitte & Touche
LLP, in Rochester, New York, expressed substantial doubt about
Lucid's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.

The Company reported a net loss of $9.05 million for 2011,
following a net loss of $4.30 million 2010.

The Company's balance sheet at Dec. 31, 2011, showed $6.29 million
in total assets, $6.96 million in total liabilities, and a
stockholders' deficit of $665,220.


MACCO PROPERTIES: U.S. Trustee Says Plan Outline Lacks Info
-----------------------------------------------------------
Richard A. Wieland, the U.S. Trustee for Region 20, asks the U.S.
Bankruptcy Court for the Western District of Oklahoma to deny
approval of a Disclosure Statement for the proposed First Amended
Plan of Reorganization for Macco Properties, Inc.

Equity security holder Jennifer Price filed the amendment to the
Plan on May 11, 2012.  Ms. Price is the sole shareholder of Macco.

According to the U.S. Trustee, among the relevant factors for
evaluating the adequacy of a disclosure statement are: (1) the
events which led to the filing of a bankruptcy petition; (2) a
description of the available assets and their value; (3) the
anticipated future of the company; (4) the source of information
stated in the disclosure statement; (5) a disclaimer; (6) the
present condition of the debtor while in Chapter 11; (7) the
scheduled claims; (8) the estimated return to creditors under a
chapter 7 liquidation; (9) the accounting method utilized to
produce financial information and the name of the accountants
responsible for such information; (10) the future management of
the Debtor; (11) the chapter 11 plan or summary thereof; (12) the
estimated administrative expenses, including attorneys' and
accountant fees; (13) the ability to collect accounts receivable;
(14) financial information, data, valuations or projections
relevant to the creditors' decision to accept or reject the
chapter 11 plan; and (15) formation relevant to the risks posed to
creditors under the plan.

Without financial information, creditors cannot determine whether
the proposed plan is beneficial or feasible.  Parties-in-interest
have no information to determine what has been accomplished while
this estate has been administered under chapter 11.

The U.S. Trustee asks that the Court require the foregoing
information be included in any revised or amended disclosure
statement.

               Ms. Price's Proposed Chapter 11 Plan

The Plan provides for (i) payment in full, with applicable
interest, of all Administrative Expense Claims and Tax Claims;
(ii) payment in full, with interest, of all direct, liquidated,
non-contingent Claims against the Debtor; (iii) a waiver of
discharge and associated relief with respect to certain
unliquidated Claims; (iv) a waiver of discharge with respect to
contingent guaranty and indemnification Claims; and (v) retention
of equity Interests by the holder thereof.

Certain contested Claims will be liquidated in the Bankruptcy
Court, and others will be resolved in non-bankruptcy forums for
litigation.  The Plan further provides that the property of the
Debtor?s Estate will re-vest in the Reorganized Debtor.  This re-
vested property, plus draws, as necessary, upon a $5 million line
of credit, will be used to satisfy all Claims entitled to present
payment under the Plan.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/MACCO_ds_1amendedplan.pdf

                     About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.  Receivership Services Corp., a division of the
Martens Cos., serves as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.

Michael E. Deeba as the Chapter 11 trustee is represented by
Christopher T. Stein, of counsel to the firm of Bellingham & Loyd,
P.C.  Grubb & Ellis/Martens Commercial Group LLC, to act as the
Chapter 11 Trustee's exclusive listing broker/realtor for
properties.  The trustee wants to real estate holdings wants to
sell some of the property off, including a luxury high-rise
condominium in Dallas valued at more than $2.5 million and several
run-down apartment complexes in the metro area.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MAMMOTH LAKES: Creditor Says Town Ignored Settlement Offers
-----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
primary creditor in the Chapter 9 bankruptcy case of Mammoth
Lakes, Calif., accused the town Tuesday of ignoring offers to
settle the $43 million judgment in an objection to Mammoth Lakes'
request for a quick decision on its Chapter 9 eligibility.

                        About Mammoth Lakes

The town of Mammoth Lakes, a small California resort community
near Yosemite National Park, filed a Chapter 9 bankruptcy petition
(Bankr. E.D. Calif. Case No. 12-32463) on July 3, 2012, estimating
$100 million to $500 million in assets and $50 million to $100
million in debts.  Bankruptcy Judge Thomas C. Holman oversees the
case.  Lawyers at Fulbright & Jaworski LLP and Klee, Tuchin,
Bogdanoff & Stern, LLP, serve as the Debtor's counsel.  The
petition was signed by Dave Wilbrecht, town manager.


MC2 CAPITAL: U.S. Bank Reserves Right to Object Pending Settlement
------------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California signed a stipulation reserving
senior secured creditor U.S. Bank National Association's right to
oppose to MC2 Capital Partners LLC's motions, pending settlement
of loan.

U.S. Bank, successor-in-interest to the Federal Deposit Insurance
Corporation, receiver for Pacific National Bank, reserves its
right to oppose:

   1) the Debtor's motion for approval of sales procedures and
      authorization to pay break up fee;

   2) the Debtor's motion for order authorizing sale of property
      free and clear of liens and interests;

   3) the Debtor's disclosure statement for the proposed plan of
      reorganization;

   4) the Debtor's plan; and

   5) other related matters.

The Debtor and U.S. Bank have been in negotiations to arrange for
a discounted payoff in settlement of a loan.  The parties have
reached a tentative agreement which is subject to further
documentation.  Any such agreement will need Court's approval.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/MC2CAPITAL_settlement_stipulation.pdf

As reported in the Troubled Company Reporter on April 26, 2012,
the Debtor's Plan has two components.  The first is to turn its
illiquid, clouded real property into money.  The Debtor will sell
its real property for $36,300,000, all cash, or overbid, pursuant
to its rights under Bankruptcy Code Sections 363(f) and/or
1123(a)(5)(D).  The second is to divide the sale proceeds among
the various creditor classes and constituencies in a manner which
is fair, avoids further wasteful, costly, and destructive
litigation in State Court, and is reflective of the likely outcome
in State
Court, years hence, after the expenditure of hundreds of thousands
of dollars in attorney's fees by all concerned.

                    About MC2 Capital Partners

MC2 Capital Partners, LLC, based in San Rafael, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-14366)
on Dec. 1, 2011.  Judge Alan Jaroslovsky presides over the case.
In its petition, the Debtor estimated $10 million to $50 million
in assets and $50 million to $100 million in debts.

The Debtor's manager is Monahan Pacific Corporation.  Thomas
Monahan -- an officer and director of Monahan Pacific Corporation
and the holder of 95% of the LLC equity interests in the Debtor --
signed the petition.  He has been appointed as responsible
individual for the Debtor.


MERITUS MINERALS: Renegotiates Terms of Deal With Asmos Co
----------------------------------------------------------
Meritus Minerals Ltd. advises that, subsequent to the issue of a
Default Notice and termination of the Gutain Davaa Option
Agreement, it has successfully renegotiated the terms of the
Agreement with the non defaulting party, Asmos Co. Ltd.

Apart from the changes listed below and some consequential
changes, the terms of the new agreement are the same as the prior
agreement. The significant changes in the new Agreement are as
follows:

   -- Asmos is required to make a non-refundable subscription of
US$350,000 on or before the 31st August 2012 to be paid in
tranches.  A first tranche of US$100,000 has been paid;

   -- On completing the payment due on August 31st Asmos will be
issued with 12.75% of the shares in Gutain Davaa LLC and be
entitled to a seat on the board of that company;

   -- Total payments to complete subscription for 51% of the
shares in Gutain Davaa LLC have been reduced from US$4,000,000 to
US$3,500,000 which must be contributed within 12 months of the
start of production;

   -- The incoming party is now entitled to write off their pre-
production development costs against future revenue from the
project after making the contributions due to Gutain Davaa LLC.

During the period in which the agreement was renegotiated Asmos
has been active in upgrading access to the project, has held
discussions with the Suom administration concerning their
objectives, and has commissioned an Environmental Impact Report
which will be presented at the negotiations for a pre-mining
agreement once the resource is registered in the National Reserves
Register.

Meritus is also pleased to advise that steady progress is being
made in having the high grade gold resource at Gutain Davaa
registered with the National Reserves Register.  The two
independent experts required to undertake the detailed review of
the application have completed their work and signed off on the
resource.  The application was subsequently submitted to another
group of eight experts all of whom have now signed off on the
application.

With these approvals in place the report was presented to a full
meeting of the Minerals Industry Council for final approval on
July 5, 2012 and discussed in detail.  The formal decision of the
Minerals Industry Council will not be received until some time
after the Nadam holiday period which finishes on July 6, 2012.
Following registration negotiation for a pre-mining agreement will
take place.

For the purposes of this release the qualified person is Terence E
Bates, MSc (Geology), the company's Chief Executive Officer and
President.  All technical information in this release has been
compiled or reviewed by Mr. Bates.  Mr Bates is a Fellow of the
Australasian Institute of Mining and Metallurgy and is a qualified
person as defined by NI 43-101

Vancouver, British Columbia-based Meritus Minerals Ltd (MER) is a
mineral exploration company committed to building share holder
value through the acquisition of base and precious metal projects
with a focus on properties where significant grades of targeted
commodities may be encountered.


MERRIMACK PHARMACEUTICALS: J. Quigley Succeeds R. Gay as Director
-----------------------------------------------------------------
Robert C. Gay, Ph.D., provided notice of his resignation from the
Board of Directors of Merrimack Pharmaceuticals, Inc., effective
as of July 12, 2012.  On July 12, 2012, the Board elected James H.
Quigley as a director of the Company to fill the vacancy created
by the resignation of Dr. Gay.  Mr. Quigley was also elected to
serve on the Audit Committee of the Board.

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

The Company's balance sheet at March 31, 2012, showed
$64.45 million in total assets, $108.05 million in total
liabilities, $268.23 million in convertible preferred stock,
$456,000 in non-controlling interest, and a shareholders' deficit
of $312.29 million.

As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, in Boston, Massachusetts, expressed substantial doubt about
Merrimack Pharmaceuticals' 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 insufficient
capital resources available as of Dec. 31, 2011, to fund planned
operations through 2012.


MF GLOBAL: Parent's Unpaid Fees Total $24.9 Million
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Louis Freeh and lawyers from his firm who are
representing him as trustee for MF Global Holdings Ltd. have run
up $15.7 million in fees that can't be paid because there isn't
available cash, according to the June operating report filed with
the bankruptcy court in New York.  According to the report, on top
of fees for the trustee, lawyers for the official creditors'
committee have $9.2 million in currently unpayable fees.

According to the report, MF Global Holdings is the parent of MF
Global Inc., the liquidating commodities broker $1.6 billion short
in accounts holding customer property. The expenses of the
separate trustee for the broker are paid by the Securities
Investor Protection Corp.

The MF Global companies under Mr. Freeh's control generated $2.25
million in cash in June, when the outflow was $4 million.  The net
outflow in the month was $2.25 million.  Mr. Freeh ended June with
$16.5 million in cash still available for use in paying expenses
other than professional fees.  During June, $1.66 million of cash
was used from so-called cash collateral of secured lender JPMorgan
Chase Bank NA.

The report recounts that at the outset of bankruptcy in October,
the holding company had no available cash other than $25.3 million
in an account held by the bankrupt finance subsidiary MF Global
Finance USA Inc. The account was maintained at JPMorgan, which
claimed the money in the account was collateral for loans the bank
made and could only be used with the bank's permission.
Arrangements were later made to use the bank's cash collateral to
pay expenses other than professional fees.

                 $17.3 Mil. for Primary Counsel

Mr. Rochelle also reports that last week, the bankruptcy judge
approved $17.3 million in fees for the primary counsel for James
Giddens, the trustee liquidating the brokerage subsidiary.  The
approved fees cover the period from the beginning of the case
through Feb. 29.  About $3 million in fees, or 15%, are being held
back for payment later in the case.  SIPC approved the amount of
fees paid.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
was one of the world's leading brokers of commodities and listed
derivatives.  MF Global provided access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


NEWPAGE CORP: To File Plan After Rebuffing Verso Merger Bid
-----------------------------------------------------------
Peg Brickley and Jacqueline Palank at Dow Jones' Daily Bankruptcy
Review reports that NewPage Corp. will file a Chapter 11 plan in
the next 30 days that would make first-lien lenders owners of the
company and include a settlement offer for unsecured creditors,
including the noteholders that have been trying to push the
company into the arms of rival Verso Paper Corp.

                       About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NEWPAGE CORP: To Mediate With Creditors, Lenders After Plan Filing
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. has a mediator in its future.  At a
hearing last week, the bankruptcy judge said he will appoint a
mediator once the company files a reorganization plan, court
records show.

The report recounts that the official creditors' committee has
been lobbying since early May for the right to sue secured
lenders.  NewPage has been saying in response that unsecured
creditors are "hopelessly out of the money" and there is no theory
under which success in a suit would bring them a recovery under a
Chapter 11 plan.

The official committee contends that the lenders financed an
acquisition in 2007 and a refinancing two years later that
included fraudulent transfers. In return for financing to support
the Chapter 11 case, the company is barred from suing,
the committee says.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

At a hearing in June, the bankruptcy court granted NewPage an
extension until Sept. 1 of the exclusive right to propose a
reorganization plan.


NORTH BY NORTHWEST: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: North by Northwest LLC
        231 Jim Knight
        Cartersville, GA 30121

Bankruptcy Case No.: 12-42087

Chapter 11 Petition Date: July 12, 2012

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

About the Debtor: 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.

Debtor's Counsel: Thomas F. Tierney, Esq.
                  THOMAS F. TIERNEY, P.C.
                  1401 Georgian Park, Suite 110
                  Peachtree City, GA 30269
                  Tel: (770) 631-1100
                  Fax: (770) 631-7055
                  E-mail: Tierneylawyer@yahoo.com

Scheduled Assets: $14,667,210

Scheduled Liabilities: $4,202,709

The petition was signed by E. John Hosch, manager.

Debtor's List of Its Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Centre Equities                    Right of             $1,066,000
Blue Ridge Excavation              Subrogation
P.O. Box 2678
Cartersville, GA 30120

Gray Chamberlain                   Representation for      $52,258
2408 Mt. Vernon Road               Lawsuit
Atlanta, GA 30338

Fayette County Tax Collector       Property Taxes          $21,000
100 N. Court Street
P.O. Box 449
Fayetteville, WV 25840

Pat Boring                         Loan                    $11,046


NORTHSTAR AEROSPACE: Wynnchurch Set to Buy Business for $70MM
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northstar Aerospace (USA) Inc. received no competing
bids and as a result will ask judges in the U.S. and Canada on
July 24 to approve sale of the business to private-equity investor
Wynnchurch Capital Ltd. for $70 million.

According to the report, the company said the price won't be
enough to repay first-lien lenders in full.

Northstar's principal lender, Fifth Third Bank, is loaning a
maximum of $22 million to finance the Chapter 11 effort.  The bank
is already owed $39.5 million on a revolving credit and $18.9
million on a term loan. There is also a $7 million junior loan
from Boeing Co. financing the bankruptcy.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, has not
appointed a committee of unsecured creditors due to an
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


OCALA FUNDING: Seeks Approval of Navigant, Lauria Engagement
------------------------------------------------------------
Ocala Funding, LLC, filed court papers seeking formal approval of
an engagement letter agreement with Navigant Capital Advisors,
LLC, to provide the services of Neil F. Luria as chief
restructuring officer and other support personnel.

Mr. Luria is the trustee of the trust established under Taylor
Bean & Whitaker Mortgage Corp.'s confirmed Chapter 11 plan.  TBW,
the managing member of Ocala, holds 100% of the economic equity
interests of the Debtor.  TBW is controlled by the Taylor Bean
Whitaker Plan Trust.

Mr. Luria and Edward R. Casas, a Senior Managing Director at
Navigant, will lead the Navigant team.  Navigant also will provide
an array of Administrative and Oversight Services.

Charles Sweet -- a Special Member of Ocala and independent of TBW,
the TBW Plan Trust, Navigant and the TBW Plan Trustee -- approved
the Debtor's employment of Mr. Luria and Navigant, including,
without limitation, the form and substance of the Agreement.

The Debtor has agreed to pay Navigant and Mr. Luria during this
Chapter 11 case:

     a. For the services of Messrs. Luria and Casas and the
        Administrative and Oversight Services, the Debtor will
        pay Navigant a Monthly Fee of:

        Period                        Monthly Fee
        ------                        -----------
        Date of execution through     $75,000 per month
        the Effective Date

        First Three Calendar Months   $75,000 per month
        Post Effective Date

        Subsequent 12 months (i.e.,   $50,000 per month
        Fourth through Fifteenth
        Calendar Months Post
        Effective Date)

        Thereafter                    $35,000 per month

        The Company agreed to pay Navigant a $175,000 retainer
        upon execution of the engagement.

     b. The Debtor will pay Navigant professionals hourly for
        services that are (i) not provided by Mr. Luria or Mr.
        Casas and (ii) not included in the scope of Administrative
        and Oversight Services.  These Out of Scope Services will
        be billed at these hourly rates:

        Senior Managing Directors /   $825?895/hr
          Senior Advisors
        Managing Directors            $695?825/hr
        Directors                     $550?695/hr
        Associate Directors           $450?550/hr
        Managing Consultants          $350?450/hr
        Consultants / Associates      $245?350/hr
        Paraprofessionals             $95?125/hr

     c. The Debtor will pay Navigant a deferred restructuring fee
        equal to 1% of the amount of asset and other recoveries
        received from divestitures transactions, litigation
        recoveries, negotiated settlements and negotiated claim
        reductions.

     d. The Debtor will indemnify Navigant.

                        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.


OCEANSIDE YACHT: BB&T Says Prepetition Merger Could Be Fraudulent
-----------------------------------------------------------------
Branch Banking and Trust Company, the lender to Oceanside Yacht
Club Development Inc., is objecting to the Debtor's request to use
cash collateral, saying its claims are generally undersecured and
there is no equity in the real property or personal property that
serves as BB&Ts collateral.  BB&T also said the Debtor has
$359,759 of unencumbered cash in a bank account at Sound Bank.

BB&T also noted in court papers that the Debtor engaged in a
series of mergers of different entities within the month prior to
its bankruptcy filing.  BB&T said it has not had sufficient time
or opportunity to review the assets and liabilities of the various
entities to determine whether the mergers resulted in fraudulent
transfers through the transfer of assets that might be available
to pay BB&T's claims to the exclusion of other post-merger
creditors, assumption of post-merger claims by one of the
entities, or breaches of fiduciary duties on the part of the board
of directors of the entities or any of the managers of the merged
entities.

Shores Development Inc., Oceanfront Resort Development LLC, Radio
Island Development Company LLC, Spooners Creek Development Company
LLC, Morgan Creek Landings Inc., and Waterfront Properties LLC
merged with the Debtor on June 12, 2012.  Beach Hut Development
LLC was merged with the Debtor on July 2, the day of the
bankruptcy filing.

The Debtor said in court filings it owed BB&T $27.5 million.

According to BB&T, the mergers may have also had the result of
depriving BB&T of its rights under 11 U.S.C. Sec. 362(d)(3) in the
one or more entities against whom BB&T had a claim may have been a
single asset real estate case as provided in 11 U.S.C. Sec.
101(51B). BB&T also said the mergers raise issues as to whether
the bankruptcy filing was part of a scheme to delay, hinder, or
defraud creditors that involved the transfer of all or part
ownership of, or other interest in, real estate without the
consent of BB&T or court approving giving grounds for stay relief
pursuant to 11 U.S.C. Sec. 362(d)(4)(B).

BB&T also said the mergers raise the issue of bad faith since it
is doubtful that pre-merger members of the Debtor could have
substantially consolidated their cases absent the prepetition
mergers.

BB&T indicated it intends to file a motion for relief from the
automatic stay with respect to its real and personal property
collateral, including rents and proceeds from boat slips, to show
its entitlement to stay relief or adequate protection.

In its motion to use cash collateral, the Debtor said it needs
funds to operate the marina and pay for expenses like repairs,
maintenance, utilities, and HOA dues.

BB&T is represented by:

          James B. Angell, Esq.
          HOWARD STALLINGS FROM & HUTSON P.A.
          P.O. Box 12347
          Raleigh, NC 27605
          Tel: 919-821-7700
          Fax: 919-821-7703
          E-mail: jangell@hsfh.com

Oceanside Yacht Club Development, Inc., fdba Shores Development
Inc., owns 32 boat slips at a marina known as The Shores at
Spooners Creek, located in Morehead City, Carteret County, North
Carolina.  The slips are available for sale or rental on a month-
to-month basis.  Oceanside Yacht Club filed for Chapter 11
bankruptcy (Bankr. E.D.N.C. Case No. 12-04824) on July 2, 2012.
It scheduled $23,979,592 in assets and $30,227,643 in liabilities.

Judge Stephani W. Humrickhouse oversees the Debtor's case.  Laurie
B. Biggs, Esq., and Trawick H. Stubbs, Jr., Esq., at Stubbs &
Perdue, P.A., serve as Chapter 11 counsel.


ONE2ONE COMMUNICATIONS: Meeting to Form Panel Set on July 31
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 31, 2012, at 10:00 a.m. in
the bankruptcy case of One2One Communications, LLC.  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.


PARTY CITY: Moody's Corrects July 13 Rating PR on $700MM Notes
--------------------------------------------------------------
Moody's Investors Service issued a correction to the July 13
rating release of Party City Holdings, Inc.  On July 13, 2012, the
press release was revised as follows: The class of debt has been
corrected to read "unsecured" from "secured" under the ratings
(LGD assessments) assigned section of the press release.

Revised release is as follows:

Moody's assigned a Caa1 rating on Party City Holdings, Inc.'s
("Party City," initially "PC Merger Sub, Inc.") proposed $700
million senior unsecured note offering, and affirmed all other
existing ratings, including the B2 corporate family rating. The
ratings outlook is stable.

Proceeds from the proposed notes, along with a proposed $1.05
billion secured term loan, $100 million of revolver borrowing and
$584 million of new common equity, will be used by Thomas H. Lee
Partners, L.P. ("THL") to fund the acquisition of a majority stake
in the company from Advent International, Berkshire Partners and
Weston Presidio.

Upon consummation of the transaction, PC Merger Sub, Inc. will be
merged with and into Party City Holdings, Inc. and its subsidiary,
Amscan Holdings, Inc. (the current rated entity). Party City will
be the surviving entity and obligor under the credit facilities.
The assigned ratings are subject to the completion of the
transaction and Moody's review of final documentation.

Ratings (LGD assessments) assigned:

- $700 million senior unsecured notes due 2020 at Caa1 (LGD 5,
   83%)

Ratings (LGD assessments) affirmed:

- Corporate family rating at B2

- Probability of default rating at B2

- $1.05 billion senior secured term loan due 2019 at B1
   (LGD 3, 37%)

The ratings outlook is stable

ratings rationale

Party City's B2 corporate family rating reflects the company's
high pro forma leverage stemming from the proposed acquisition of
the company, its narrow business focus on party goods and
accessories, and small scale relative to other global retailers
despite meaningful overall size in the fragmented party supply
industry. The rating favorably reflects the company's strong
market presence in both retail and wholesale, growing geographic
diversification, and relative demand stability of party goods and
accessories as a high portion of sales are tied to regularly
recurring events, such as birthdays, and the majority of products
are sold at moderate price points.

The stable outlook reflects Moody's expectation for gradual
improvement in debt protection metrics over time, driven by
continued steady earnings growth and debt reduction with excess
cash flow. The outlook also reflects the expectation for good
liquidity.

Given the company's very high pro forma leverage, a ratings
upgrade is not likely over the near term. However, over time,
sustained growth in revenue and profitability while demonstrating
conservative financial policies, including the use of free cash
flow for debt reduction, could lead to a ratings upgrade.
Quantitatively, the ratings could be upgraded if debt / EBITDA is
sustained below 5.25 times and EBITDA /interest expense is
sustained above 1.75 times.

Ratings could be downgraded if the company's liquidity were to
erode, or if heightened competition began to negatively impact
operating margins or credit metrics. Quantitatively, ratings could
be lowered if it appears that debt/EBITDA will not fall below 6.5
times by the end of 2013 or if EBITA/interest falls below 1.25
times.

The Caa1 rating on Party City's proposed $700 million senior
unsecured notes reflects both the overall probability of default
of the company, reflected in the B2 probability of default rating,
and a loss given default assessment of LGD 5, 83%. The rating on
the notes is two notches below the company's B2 corporate family
rating, reflecting the junior position to the sizeable amount of
secured debt in the structure in the form of a proposed $1.05
billion secured term loan and proposed $400 million secured
revolving credit facility. The notes will benefit from a guarantee
by Party City's existing and future domestic subsidiaries.

The principal methodology used in rating Party City 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.

Headquartered in Elmsford, NY, Party City is a designer,
manufacturer, distributor and retailer of party goods and related
accessories. The company's retail brands principally include Party
City and Halloween City. Total revenues approached $1.9 billion
for the latest twelve month period ended March 31, 2012.


PARTY CITY: S&P Rates New $700M Senior Unsecured Notes 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to Party City Holdings Inc.'s $700 million senior unsecured
notes due 2020. "The notes are rated two notches below the 'B'
corporate credit rating, and the recovery rating is '6',
indicating our expectation for negligible (0% to 10%) recovery in
the event of payment default," S&P said.

"The notes offering follows the company's announcement that Thomas
H. Lee Partners will acquire a majority stake in Party City in a
$2.7 billion debt-financed transaction. At the close of the
transaction, Amscan Holdings Inc. (B+/Watch Neg/--) will be merged
into Party City. Our ratings on Amscan remain on CreditWatch with
negative implications pending the close of the transaction, at
which point they will be lowered by one notch and withdrawn," S&P
said.

"The 'B' corporate credit rating on Party City reflects our
assessment of its 'highly leveraged' financial risk profile under
our criteria, based on its increased leverage and very aggressive
financial policy; and its 'weak' business risk profile, based on
its narrow business focus, participation in the highly competitive
and fragmented party goods industry, and exposure to higher raw
material costs. Offsetting factors include the company's strong
presence in the niche party goods industry and the somewhat
recession-resistant characteristics of its products," S&P said.

RATINGS LIST
Party City Holdings Inc.
Corporate credit rating           B/Stable/--

Ratings assigned
Party City Holdings Inc.
Senior unsecured
  $700 mil. notes due 2020         CCC+
    Recovery rating                6


PATRIOT COAL: Chapter 11 Filing Triggers Debt Agreements Default
----------------------------------------------------------------
The filing of the Chapter 11 petitions by Patriot Coal Corporation
and certain of its wholly-owned subsidiaries constituted an event
of default under the following debt agreements, each of which
provides that, as a result of the filing of the Chapter 11
Petitions, all principal, interest and other amounts due
thereunder became immediately due and payable:

   -- the Amended and Restated Credit Agreement, dated as of
      May 5, 2010, among the Company, Bank of America, N.A., as
      administrative agent, L/C Issuer and Swing Line Lender, and
      the lenders party thereto with respect to outstanding
      letters of credit in an aggregate principal amount of
      approximately $300.8 million plus accrued and unpaid
      interest thereon and debt under the revolving credit
      facility in an aggregate principal amount of $25.0 million
      plus accrued and unpaid interest thereon;

   -- the Indenture dated as of May 28, 2008, between the Company
      and U.S. Bank National Association, as trustee, with respect
      to an aggregate principal amount of $200.0 million of 3.25%
      Convertible Senior Notes due 2013 plus accrued and unpaid
      interest thereon;

   -- the Indenture dated as of May 5, 2010, between the Company
      and Wilmington Trust Company, as trustee, with respect to an
      aggregate principal amount of $250.0 million of 8.250%
      Senior Notes due 2018 plus accrued and unpaid interest
      thereon; and

   -- the Purchase and Sale Agreement, dated as of March 2, 2010,
      among the Originators referred to therein, as sellers,
      Patriot Coal Corporation and Patriot Coal Receivables (SPV)
      Ltd., and the Receivables Purchase Agreement, dated as of
      March 2, 2010, among Patriot Coal Receivables (SPV) Ltd.,
      Patriot Coal Corporation, as Servicer, the LC Participants,
      Related Committed Purchasers, Uncommitted Purchasers and
      Purchaser Agents parties thereto from time to time and Fifth
      Third Bank, as Administrator and as issuer of letters of
      credit, with respect to outstanding letters of credit in an
      aggregate principal amount of approximately $51.8 million
      plus accrued and unpaid interest thereon.

The ability of the creditors to seek remedies to enforce their
rights under the Pre-Petition Credit Agreement, the 2008
Indenture, the 2010 Indenture and the Securitization Agreements is
automatically stayed as a result of the filing of the Chapter 11
Petitions, and the creditors' rights of enforcement are subject to
the applicable provisions of the Bankruptcy Code.

As of July 13, 2012, outstanding debt and letters of credit under
the Pre-Petition Credit Agreement and the Securitization
Agreements have been refinanced or terminated in accordance with
the terms of the Interim DIP Order and the DIP Credit Agreements.

                     To Be Delisted from NYSE

On July 9, 2012, the Company received notice from the New York
Stock Exchange, Inc., that the NYSE had determined to commence
proceedings to delist the common stock of the Company and that the
Company's common stock would be immediately suspended from trading
on the NYSE.  The NYSE indicated that this decision was reached as
a result of the filing by the Company and the other Debtors of the
Chapter 11 petitions under the Bankruptcy Code in the Court, which
is sufficient grounds for the commencement of delisting procedures
under Section 802.01D of the NYSE's Listed Company Manual.

The Company has informed the NYSE that it does not intend to take
any further action to appeal the NYSE's decision.  Therefore, it
is expected that the Company's common stock will be delisted after
the completion of the NYSE's application to the Securities and
Exchange Commission to delist the Company's common stock.

The Company will not issue quarterly earnings press releases and
will not host quarterly investor conference calls during the
reorganization process under Chapter 11 of the Bankruptcy Code.

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

                       http://is.gd/bT90P2

                        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.

As reported by the TCR on July 12, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on St. Louis, Mo.-
based Patriot Coal Corp. (Patriot) to 'D' from 'CCC'.  "The 'D'
rating on Patriot follows the company's filing of a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code to implement
its restructuring plan," said Standard & Poor's credit analyst
Maurice Austin.  During recent months, the cancellation of
customer contracts, lower thermal coal prices, and rising
expenditures for environmental and other liabilities have severely
constrained the company's liquidity and financial flexibility,"
S&P said.

In the July 12, 2012, edition of the TCR, Moody's Investors
Service lowered Patriot Coal's Probability of Default Rating to D
from Caa1 and the corporate family rating to Ca from Caa1.  The
downgrades were prompted by the company's July 9, 2012,
announcement that it voluntarily filed for relief under Chapter 11
of the United States Bankruptcy Code.


PEREGRINE FINANCIAL: Ira Bodenstein Named Chapter 7 Trustee
-----------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
the U.S. Justice Department's bankruptcy watchdog named a new
trustee in the Chapter 7 bankruptcy case of Peregrine Financial
Group Inc., the parent of collapsed commodities brokerage PFGBest.

                    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.


PEREGRINE FINANCIAL: Wasendorf Confesses to 20-Year Fraud
---------------------------------------------------------
Russell R. Wasendorf Sr. confessed to conducting a fraud for 20
years at futures broker Peregrine Financial Group Inc. where he
was chief executive officer.  A U.S. magistrate judge ordered him
held in custody pending a preliminary hearing July 18.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mr. Wasendorf said in a statement for prosecutors
that he pulled off the fraud during the past 20 years by using his
authority as Peregrine's sole owner to prevent anyone else from
seeing bank documents or interacting with the bank. He was
therefore able to forge bank documents showing about $200 million
more in customers' deposits held at the bank than was actually the
case.

Wasendorf, Sr., is facing a criminal complaint filed July 11 by
the U.S. government in the U.S. District Court for the Northern
District of Iowa.  William Langdon, special agent with the Federal
Bureau of Investigation, in an affidavit said that in the morning
of July 9 the law enforcement dispatch for Black Hawk County,
Iowa, received a 911 call regarding a possible suicide attempt at
PFG.  Upon arrival, the emergency personnel found Wasendorf Sr.
unresponsive in his automobile.  They also found an apparent
suicide note addressed to Wasendorf Sr.'s wife and a signed
statement detailing the fraud.  The note, stated in part:

   "I have committed fraud.  For this I feel constant and intense
    guilt . . . Through a scheme of using false bank statements I
    have been able to embezzle millions of dollars from customer
    accounts at Peregrine Financial Group, Inc.  The forgeries
    started nearly twenty years ago and have gone undetected until
    now.  I was able to conceal my crime of forgery by being the
    sole individual with access to the US Bank accounts held by
    PFG.  No one else in the company ever saw an actual US Bank
    statement.  The bank statements were always delivered directly
    to me when they arrived in the mail.  I made counterfeit
    statements within a few hours of receiving the actual
    statements and gave the forgeries to the accounting
    department."

Wasendorf Sr. also said:

    ". . .  I had no access to additional capital and was forced
    into a difficult decision: Should I go out of business or
    cheat? I guess my ego was too big to admit failure.  So I
    cheated. . . ."

                    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.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PLATINUM PROPERTIES: $1.1MM Loan from Golden Investments OK'd
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized Platinum Properties, LLC, et al., to:

   a) borrow and obtain the financial and credit accommodations
      from Golden Investments III, LLC; and

   b) use the cash collateral.

As reported in the Troubled Company Reporter on June 6, 2012, the
Debtor would use the loan to support its continued operations and
to allow the Debtor a successful reorganization.

The DIP Financing is being offered by the lender on terms that
involve priming an existing lien and granting the lender a first
priority lien on the real property comprising Sonoma Section 4B
and the proceeds thereof.  The current first priority lienholder,
Bank of America, NA will be paid its agreed upon release price for
Sonoma Section 4B and will release its liens on the DIP
Collateral.  MK Investment Group, LLC, and the Christel DeHaan
Revocable Trust have a second priority lien behind BOA, have
consented to the first priority lien to be granted to lender and
the subordination of their liens to lender, and will continue to
receive without impairment adequate protection of their interests
in the DIP Collateral under an adequate protection stipulation
previously approved by the Court.

The lender's cash collateral consists of the Debtor's cash and
cash equivalents that constitute proceeds of the sale of the lots
comprising Sonoma Section 4B.  The Debtor will use the cash
collateral to repay the note, and for ordinary and necessary
operating expenses.

Concurrently herewith, the Debtor is filing a Motion to amend lot
purchase agreement with Arbor Homes, LLC, whereby the Debtor seeks
authority to amend a Lot Purchase Agreement by and between the
Debtor and Arbor to provide that Arbor will supply an additional
$75,000 builder deposit for the development of lots in Sonoma
Section 4B, which will be applied as a credit evenly against the
purchase of the forty-two lots in Sonoma Section 4B.  The lender
has consented to the Debtor's execution of the Second Amendment to
Lot Purchase Agreement dated as of May 15, 2012.

The terms and conditions of the proposed DIP Financing include,
among other things:

   a) all advances made by the Lender under the Loan Documents
      will be validly secured by first priority liens on the DIP
      Collateral;

   b) the total advances made pursuant to the Loan Documents will
      not exceed $1,157,000;

   c) advances made pursuant to the Loan Documents may be made not
      more frequently than monthly;

   d) the Debtor may use the loan proceeds solely to pay the
      development and construction costs for Sonoma Section 4B;

   e) the financing will be made at the rate of 12% per
      annum; and

   f) the Loan will become due and payable in full on Dec. 31,
      2014.

Full-text copies of the stipulation and terms of the DIP Loan are
available for free at:

     http://bankrupt.com/misc/PLATINUMPROPERTIES_cashcoll.pdf
     http://bankrupt.com/misc/PLATINUMPROPERTIES_dipfinancing.pdf

In a separate order, the Court signed a stipulation and agreed
entry between the Debtors and the lender authorizing the use of
cash collateral and granting adequate protection.

A copy of the stipulation is available for free at

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

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.

The Hon. Basil H. Lorch III extended the Debtors' exclusive
periods to file and solicit acceptances for the proposed Plan of
Reorganization until Aug. 17, 2012, and Oct. 18, respectively.


PLAYBOY ENTERPRISES: S&P Keeps 'B-' Corp. Credit Rating, Off Watch
------------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B-' corporate
credit rating on Chicago-based Playboy Enterprises Inc. and
removed the rating from CreditWatch, where it was placed with
negative implications on May 1, 2012. "Our rating outlook is
negative," S&P said.

"We revised our recovery rating on the company's senior secured
credit facility to '2' from '3'. The '2' recovery rating indicates
our expectation of substantial (70% to 90%) recovery for lenders
in the event of a payment default. The increase in our recovery
rating on the senior secured credit facility reflects a slight
increase in our 2014 simulated distressed valuation and the
repayment of debt," S&P said.

"We raised our issue-level rating on the debt to 'B' from 'B-'
(one notch higher than the 'B-' corporate credit rating on the
company), in accordance with our notching criteria for a '2'
recovery rating," S&P said.

"The rating on Playboy Enterprises Inc. reflects our expectation
that it may have trouble meeting its minimum EBITDA covenant in
mid-2013 as Playboy continues its restructuring efforts and
transforms into a primarily brand-management and licensing
company," said Standard & Poor's credit analyst Daniel Haines.

"We consider the company's business risk profile as 'vulnerable,'
based on declining business segments that will continue to
pressure overall performance. The possibility of a covenant
violation in 2013 and high debt leverage support our assessment of
Playboy's financial risk profile as 'highly leveraged.' We expect
Playboy to benefit from added overseas licensing deals, but it
still faces the secular decline of the magazine sector," S&P said.

"We view Playboy's liquidity as 'less than adequate' to meet uses
over the next 12 to 18 months based on the following expectations,
assumptions, and factors," S&P said:

- Playboy does not have sufficient covenant headroom for EBITDA
   to decline 15% without breaching covenants; and

- S&P believes it has limited ability to absorb high-impact,
   low-probability events.

"Our negative rating outlook on Playboy reflects our view that
financial performance over the next 12 months may not be
sufficient to alleviate the company's covenant compliance
pressure. We could lower our rating if it becomes increasingly
apparent that Playboy will violate the minimum EBITDA covenant,"
S&P said.


PONCE TRUST: Property Securing 1300 Ponce's Loan Valued at $23.6MM
------------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida determined that $23,600,000 will be
the value of the remaining condominium units owned by Ponce Trust
LLC, as of both the petition date and for purposes of
confirmation.

The Debtor, in its motion, requested that the Court determine the
value of collateral -- a property located at 1300 Ponce de Leon
Boulevard, Coral Gable, Florida consisting of 83 residential
condominium units and a commercial condominium unit -- securing
the claim of 1300 Ponce Holdings, LLC.

The Court said that the value of the property is the same as set
forth in the appraisal prepared by Waronker & Rosen, Inc.  The
Court has also been advised that the Debtor and 1300 Ponce have
agreed to the value of the collateral securing the claim.

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No. 12-
14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over the
case.  Joel L. Tabas, Esq., and Mark S. Roher, Esq., at Tabas,
Freedman, Soloff, Miller & Brown, P.A., serve as the Debtor's
counsel.  The petition was signed by Luis Lamar, vice president
and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.  The Debtor disclosed $22,734,532 in assets and
$46,999,376 in liabilities as of the Chapter 11 filing.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed.


PONCE TRUST: U.S. Trustee Says Plan Outline Has Deficiencies
------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Southern District of Florida to:

   -- deny approval of the Disclosure Statement explaining Ponce
      Trust LLC's Chapter 11 Plan unless the necessary changes are
      made to correct the deficiencies; and

   -- dismiss or convert the Debtor's case to one under Chapter 7
      of the Bankruptcy Code.

According to the Trustee, the Disclosure Statement, among other
things:

   1. must describe the Debtor's obligation to fund and pay condo
      association fees going forward on a monthly basis;

   2. must provide that if the property is sold in bulk or
      refinanced post confirmation prior to all financial
      obligations being satisfied, that the proceeds will be first
      used to satisfy the Plan obligations and all plan payments
      will be accelerated;

   3. must provide more narrative with respect to the possible
      1111(b) election, the mechanics of the election and the
      financial impact that election would have on the case; and

   4. add the term "new value contribution" to the definitions in
     the Plan under Article I.

                              The Plan

According to the Disclosure Statement, the Plan provides that,
among other thingsm, the collateral of the secured claim of 1300
Ponce Holding, valued at $23.6 million, will be sold before the
confirmation.  1300 Ponce's allowed claim will then be reduced and
adjusted by the superior liens of Miami Dade Tax Collector secured
claim and Condo Association secured claim.  1300 Ponce's allowed
secured claim will be paid, with interest accruing at 4% per
annum.  The source of funds will be derived from the unit sales
revenues and rental income in accordance with the seven year plan
projections.

Class 4(a) unsecured claims will be paid in monthly installments
over seven years in graduated payments through the life of the
Plan.

Holders of equity security interests in the Debtor will retain
their equity interests, in exchange for the proposed new value
contribution.

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

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No. 12-
14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over the
case.  Joel L. Tabas, Esq., and Mark S. Roher, Esq., at Tabas,
Freedman, Soloff, Miller & Brown, P.A., serve as the Debtor's
counsel.  The petition was signed by Luis Lamar, vice president
and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.  The Debtor disclosed $22,734,532 in assets and
$46,999,376 in liabilities as of the Chapter 11 filing.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed.


POSITIVEID CORP: Ironridge to Buy $10 Million Common Shares
-----------------------------------------------------------
PositiveID Corporation entered into a Stock Purchase Agreement
with Ironridge Technology Co., a division of Ironridge Global IV,
Ltd., a British Virgin Islands business company, whereby Ironridge
agreed to purchase from the Company up to $10,000,000 of shares of
the Company's common stock over a 24-month period, provided that
certain conditions are met.

Ironridge will not be obligated to purchase shares of the
Company's common stock unless and until certain conditions are
met, including but not limited to the Securities and Exchange
Commission declaring effective a Registration Statement on Form S-
1 and the Company maintaining an effective Registration Statement
which registers Ironridge's resale of any shares purchased by it
under the equity drawdown facility, including the Commitment Fee
Shares.

The Stock Purchase Agreement provides for a commitment fee to
Ironridge of 3,000,000 shares of the Company's common stock.
Ironridge is also entitled to customary indemnification from the
Company for any losses or liabilities it suffers as a result of
any breach by the Company of any provisions of the Stock Purchase
Agreement, or as a result of any lawsuit brought by any
stockholder of the Company.

On July 12, 2012, the Company entered into a Purchase Agreement
with Ironridge pursuant to which the Company issued 500 shares of
Series F Preferred Stock to Ironridge.  The Series F Preferred
Stock was issued in satisfaction of any obligation of the Company
to issue the Success Fee Shares provided for in the Securities
Purchase Agreement entered into between the Company and Ironridge
dated Jan. 13, 2012, which terminated on April 26, 2012, by its
terms.

In addition, on July 12, 2012, the Company entered into Amendment
No. 1 to Preferred Stock Purchase Agreement dated July 27, 2011,
between the Company and Ironridge Global III, LLC, to conform the
definition of "Announcement Date" to the definition of
"Announcement Date" under the Purchase Agreement.

                        Issues $849,510 Note

On July 9, 2012, the Company issued a Secured Promissory Note in
the principal amount of $849,510 to Holland & Knight LLP, the
Company's external legal counsel, in support of amounts due and
owing to Holland & Knight as of June 30, 2012.  The Note is non-
interest bearing, and principal on the Note is due and payable as
soon as practicably possible by the Company.

The Note is secured by substantially all of the assets of the
Company pursuant to a Security Agreement between the Company and
Holland & Knight dated July 9, 2012.

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

                        http://is.gd/a5aDVP

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation (OTC BB: PSID) is
a technology development company with two divisions: HealthID and
MicroFluidic Systems.  HealthID develops unique medical devices,
focused primarily on diabetes management, and MicroFluidic Systems
develops molecular diagnostic systems, focused primarily on bio-
threat detection products.

The Company's balance sheet at March 31, 2012, showed
$2.99 million in total assets, $4.17 million in total liabilities,
and a $1.18 million total stockholders' deficit.

"The Company's ability to continue as a going concern is dependent
upon its ability to obtain financing to fund the continued
development of its HealthID products, the operations of
MicroFluidic, and working capital requirements.  Until the Company
is able to achieve operating profits, it will continue to seek to
access the capital markets," the filing said.

On Aug. 31, 2011, the Company received notification that its stock
was being delisted from the Nasdaq Capital Market and on Sept. 1,
2011, the Company's stock began trading on the OTC Bulletin Board.
The delisting from Nasdaq could adversely affect the market
liquidity of the Company's common stock and harm the business and
may hinder or delay the Company's ability to consummate potential
strategic transactions or investments.  That delisting could also
adversely affect the Company's ability to obtain financing for the
continuation of its operations and could result in the loss of
confidence by investors, suppliers and employees.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


RADLAX GATEWAY: Use of Amalgamated Bank's Cash OK'd Until Oct. 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
issued a 15th interim order for RadLAX Gateway Hotel, LLC, and its
debtor-affiliates to use the Amalgamated Bank's cash collateral
until Oct. 17, 2012.

As reported in the Troubled Company Reporter on July 8, 2011, as
of the petition date, the Debtor and RadLAX Gateway Deck, LLC,
owed in excess of $120 million on account of the construction loan
from Amalgamated Bank, as trustee of the Longview Ultra I
Construction Loan Investment Fund, in its capacity as
administrative agent for itself and San Diego National Bank.

The Debtors would use the cash collateral relating to the hotel's
room revenues and food and beverage revenues to pay operating
expenses of the hotel.

As adequate protection from diminution in value of the Lender's
collateral, the Debtor will continue operating the hotel and use
the cash collateral to pay operating expenses of the hotel.

A further hearing on the Debtors' continued access to the cash
collateral will be held on Oct. 17, 2012, at 10:30 a.m.
Objections, if any, are due Oct. 10.

A full-text copy of the 14th interim order is available for free
at http://bankrupt.com/misc/RADLAX_cashcoll_interimorder.pdf

                    About RadLAX Gateway Hotel

Oak Brook, Illinois-based RadLAX Gateway Hotel, LLC, operates a
hotel.  The Company and its affiliates filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case Nos. 09-30047 - 09-30032) on
Aug. 17, 2009.  Brian A. Audette, Esq., and David M. Neff, Esq.,
at Perkins Coie LLP, in Chicago, Illinois, represent the Debtors
in their restructuring efforts.  RadLAX estimated $50 million to
$100 million in assets and up to $500 million in debts.

Under the Debtor's Second Amended Plan, the liquidating trust will
be established to receive on the effective date the effective date
cash, the sale proceeds and all other property of the Debtors not
conveyed to the Purchaser in accordance with the Asset Purchase
Agreement.  The The Liquidating Trust will also receive a total of
$750,000 of Creditor Profit Sharing Income, with $150,000 in Cash
delivered to the Liquidation Trustee within sixty (60) Days
following the expiration of the first Operating Year, $300,000 in
Cash delivered to the Liquidation Trustee within sixty (60) Days
following the expiration of the second Operating Year, and
$300,000 in Cash delivered to the Liquidation Trustee within sixty
(60) Days following the expiration of the third Operating Year.


RESIDENTIAL CAPITAL: In Talks on Ally Loan-Servicing Deal
---------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
Residential Capital LLC on Friday said it needs more time to
negotiate with creditors disputing a key mortgage-servicing deal
the company made with parent company Ally Financial Inc. before
ResCap filed for bankruptcy protection.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


ROOMSTORE INC: Hearing on Plan Disclosure Set for July 24
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
will convene a hearing on July 24, 2012, at 11 a.m. (Eastern), to
consider adequacy of the Disclosure Statement explaining
Roomstore, Inc.'s proposed Chapter 11 Plan.  Objections, if any,
are due 4 p.m. on July 17, 2012.

According to the Disclosure Statement, the Plan provides that
holders of Allowed Unsecured Claims will receive an amount equal
to 100% of the Allowed amount of their Unsecured Claims, without
interest.  The Plan also provides that the Allowed Secured Claims
of Salus Capital Partners, LLC, G.E. Commercial Finance Business
Property Corp., and Other Allowed Secured Claims will be paid in
full.

The source of cash to pay the Salus, GE, Other Allowed Secured
Claims, Allowed Unsecured Claims, and Interest, will come from the
sale or liquidation of the Debtor's remaining Assets, along with
the Debtor's recovery of security deposits and prepaid expenses
held by third parties and similar accounts, the pursuit of Causes
of Action and Avoidance Actions, and distributions, if any, from
MDG and CDS.

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

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  Kaplan & Frank, PLC, serves as
its Virginia bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.  American Legal
Claims Services, LLC, serves as its notice and claims agent.  Lucy
L. Thomson of Alexandria, Virginia, is appointed as consumer
privacy ombudsman in the Debtor's case.

RoomStore said that liquidation of the inventory and remaining
assets will generate sufficient cash to pay secured and unsecured
creditors in full.  The plan will preserve the company's corporate
existence and stockholders' interests along with the ability to
utilize tax losses and thus offset gains from the sale of assets.
The proposed disclosure statement explaining the plan says there
is a "reasonable likelihood" that shareholders eventually may
receive some distribution.  The plan says that unsecured creditors
will recover as much as 20% less than full payment to compensate
for the preservation of tax benefits, without which their return
would be smaller.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The Debtor disclosed
$44,624,007 in assets and $34,746,919 in liabilities as of the
Chapter 11 filing. The petition was signed by Stephen Girodano,
president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.  The Creditors
Committee tapped Hunton & Williams LLP as its counsel.


ROOMSTORE INC: Taps Northeast Securities as Investment Banker
-------------------------------------------------------------
Roomstore, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Virginia for permission to employ Northeast
Securities, Inc. as investment banker effective as of May 17,
2012.

Northeast will assist the Debtor in marketing its 65% membership
interest in Mattress Discounters Group, LLC.  Specifically,
Northeast will, among other things:

   -- review available financial and operating information of
      MDG and other matters that Northeast deems relevant to
      enable it to render financial advice and assistance pursuant
      to the Engagement Letter;

   -- prepare a selling memorandum that will be based on
      information provided by the Debtor and MDG in order to
      solicit interest in a sale; and

   -- working with the Debtor and MDG to develop a list of
      prospective purchasers who may be interested in acquiring
      the Debtor's interest in MDG.

The Debtor proposes to compensate Northeast as:

   a) $50,000 annual retainer;

   b) if a sale of the MDG Interest is completed or a definitive
      agreement is entered into during the term of the Engagement
      Letter or within 18 months after termination of the
      engagement, the Debtor will pay to Northeast a cash fee at
      closing equal to $250,000 plus 5% of all consideration paid
      to or received by the Debtor, MDG, or its or their
      shareholders in excess of $6,500,000;

   c) reimbursement of travel and other out-of-pocket expenses
      reasonably incurred in connection with the engagement;

   d) if the engagement is terminated by the Debtor prior to the
      six-month anniversary of the signing of the engagement
      letter, the second $25,000 retainer payment will become
      immediately due and payable.

The engagement can be renewed upon mutual consent by both the
Debtor and Northeast within 90 days of the expiration of the
engagement.

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

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  Kaplan & Frank, PLC, serves as
its Virginia bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.  American Legal
Claims Services, LLC, serves as its notice and claims agent.  Lucy
L. Thomson of Alexandria, Virginia, is appointed as consumer
privacy ombudsman in the Debtor's case.

RoomStore said that liquidation of the inventory and remaining
assets will generate sufficient cash to pay secured and unsecured
creditors in full.  The plan will preserve the company's corporate
existence and stockholders' interests along with the ability to
utilize tax losses and thus offset gains from the sale of assets.
The proposed disclosure statement explaining the plan says there
is a "reasonable likelihood" that shareholders eventually may
receive some distribution.  The plan says that unsecured creditors
will recover as much as 20% less than full payment to compensate
for the preservation of tax benefits, without which their return
would be smaller.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The Debtor disclosed
$44,624,007 in assets and $34,746,919 in liabilities as of the
Chapter 11 filing. The petition was signed by Stephen Girodano,
president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.  The Creditors
Committee tapped Hunton & Williams LLP as its counsel.


RYAN INTERNATIONAL: Has OK to Use Cash Collateral Until Sept. 30
----------------------------------------------------------------
Ryan International Airlines, Inc., et al., sought and obtained
permission from the Hon. Manuel Barbosa of the U.S. Bankruptcy
Court for the Northern District of Illinois to continue using cash
collateral through the period ending Sept. 30, 2012, to operate
their business.

By court order dated April 6, 2012, the Court entered a final cash
collateral order which authorized the Debtor to use its cash
collateral to operate its business through the period ending
July 9, 2012.

A copy of the budget is available for free at:

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

The TCR reported in June that the Court approved a stipulation
resolving objection of the Official Committee of unsecured
creditors to final order authorizing use of cash collateral.  As
of the petition date, INTRUST Bank is owed $53.2 million under a
prepetition credit facility.  The debt is secured by liens on the
Debtors' assets.

                      About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marshall Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.


RYAN INTERNATIONAL: Can Exclusively File Plan Until Sept. 30
------------------------------------------------------------
The Hon. Manuel Barbosa of the U.S. Bankruptcy Court for the
Northern District of Illinois extended, at the behest of Ryan
International Airlines, Inc., et al., the exclusive periods for
the Debtors to file a plan of reorganization and to solicit
acceptances for that plan for an additional 86 days, until
Sept. 30, 2012, and Dec. 30, 2012, respectively.

The previous exclusive periods for the Debtors to file a plan and
to solicit acceptances for that plan expired on July 6, 2012, and
Oct. 6, 2012, respectively.

The Debtors asked for an extension of the exclusivity to provide
the Debtors with the opportunity to continue restructuring
initiatives, and to promote stability in the Debtors' business
operations.  The Debtors have obtained additional DIP financing to
meet their liquidity needs during the extended Exclusivity
Periods.  The DIP financing will provide the Debtors with the
liquidity and time they need to formulate a business plan and to
complete their restructuring efforts in a systematic and measured
way, as opposed to rushing prematurely toward exit without a well-
formulated plan for exit and post-bankruptcy viability, or having
to embrace an unduly burdensome exit financing package, the
Debtors said.

The Debtors stated that during the extension period, they will:

      a. undertake a renewed meeting and negotiation process with
         those institutions providing DIP financing to determine
         their willingness to provide the exit capital.  Given
         some of those institutions' familiarity with the Debtors'
         business, it makes sense to start with these
         institutions;

      b. commence a process to reach out to other traditional
         lenders that have not participated in the Debtors' DIP
         financing, as well as non-traditional provides of capital
         if necessary, to gauge their interest in providing exit
         financing on terms more favorable than the terms that may
         be offered by those institutions providing DIP financing,
         which could require additional cost cuts and
         restructuring initiatives.  Only if necessary the Debtors
         will consider reaching out to equity provides to gauge
         their interest in participating in the Debtors'
         restructuring;

      c. examine and compare all potential exit financing packages
         and, in close consultation with its various stakeholders,
         including the Creditors' Committee, select the one most
         consistent with the Debtors' restructuring goals and
         business requirements; and

      d. consult with all of its constituents and stakeholders to
         develop a plan of reorganization based around its exit
         financing package and corresponding business plan.

                      About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marshall Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.


RYAN INTERNATIONAL: Seeks Dismissal of Ryan 763K Case
-----------------------------------------------------
Ryan International Airlines Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Illinois to
dismiss the Chapter 11 case of debtor-affiliate Ryan 763BK, L.L.C.

According to the Debtors, on April 8, 2012, the Court entered an
order approving the stipulation with Barrington Bank and Trust
Company N.A. providing adequate protection.

Pursuant to the terms of the stipulation, the Debtors including
Ryan 763K, agreed to dismiss the Ryan 763K Chapter 11 proceeding.

According to the Debtors' case docket, the Court entered an order
withdrawing motion for turnover.  On May 11, Hardin County Savings
Bank filed a motion that the directing Intrust Bank to turnover
funds transferred to Hardin County.

                      About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.


RYAN INTERNATIONAL: Has OK to Hire Raymond James as Fin'l Advisor
-----------------------------------------------------------------
Ryan International Airlines, Inc., et al., sought and obtained
authorization from the Hon. Manuel Barbosa of the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Raymond
James & Associates, Inc., as sole external investment banking and
financial advisor, nunc pro tunc to the Petition Date.

Raymond James will, among other things:

      a. review and analyze the Debtors' business, operations,
         properties, financial condition and prospects;

      b. evaluate the Debtors' debt capacity, advise the Debtors
         generally as to available financing and assist in the
         determination of an appropriate capital structure;

      c. assist the Debtors in evaluating potential financing,
         restructuring or business combination transaction
         alternatives and strategies including debtor-in-
         possession financing and exit financing for the Debtors;
         and

      d. assist the Debtors in identifying financing and strategic
         institutional investors or other investors who may be
         interested in participating in a transaction.

The Debtors will pay Raymond James a non-refundable retainer of
$50,000 and $50,000 upon each monthly anniversary.  Beginning with
the fifth Monthly Advisory Fee, Raymond James agrees to credit 50%
of the Monthly Advisory Fee payments against any Completion Fee
owed.  The Debtors will reimburse Raymond James, within 30 days of
receipt of an invoice, for reasonable out-of-pocket expenses
incurred by Raymond James.  The Debtors will pay Raymond James a
cash fee upon closing a financing transaction, whether on a
standalone basis or to consummate any other transaction, equal to
the sum of (i) 20% of the Aggregate Gross Proceeds of all senior
secured notes and bank debt raised, (ii) 3.5% of the Aggregate
Gross Proceeds of all junior debt capital raised, and (iii) 5.0%
of the Aggregate Gross Proceeds of all equity or equity-linked
capital raised, which fees will be paid immediately out of the
proceeds of the placement.  The Debtors will also pay Raymond
James a cash fee in conjunction with a restructuring transaction
or a business combination transaction in an amount equal to
$700,000.  That fee will be payable upon the earlier of the
effective date of a plan of reorganization or the closing of the
applicable transaction.

Adam Kauffman, managing director of Raymond James, attested to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marshall Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.


SAN BERNARDINO, CA: City Govt. Faces Criminal Probe
---------------------------------------------------
Tamara Audi and Erica E. Phillips at Dow Jones' DBR Small Cap
reports that law-enforcement officials said they have launched a
criminal investigation of San Bernardino city government, which
voted to seek bankruptcy protection earlier.

                       About San Bernardino

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.

The Troubled Company Reporter previously reported the Chapter 9
bankruptcy filings of the city of Stockton and the town of Mammoth
Lakes.


SANKO STEAMSHIP: Chapter 15 Recognition Hearing Set for Aug. 8
--------------------------------------------------------------
The U.S. Bankruptcy Court will hold a hearing on Aug. 8, 2012, at
2:00 p.m. to consider recognition of the reorganization
proceedings commenced by The Sanko Steamship Co. Ltd., before a
district court in Tokyo, Japan, as a "foreign main proceeding"
under 11 U.S.C. Section 1517.

Meanwhile, on July 6, Hisashi Asafuji, in his capacity as the
representative director and foreign representative of Sanko in the
Japanese Proceeding, asked the U.S. Bankruptcy Court to enforce a
temporary restraining order issued July 2, which barred creditors
from seizing, attaching, possession, executing or enforcing liens
against Sanko's assets during the Chapter 15 case.

According to the foreign representative, World Fuel Services
Corporation, a fuel supply company with offices in Miami, Florida,
and operations in Corpus Christi, Texas, violated the TRO and the
automatic stay by commencing and continuing an action on account
of pre-bankruptcy amounts due from Sanko for fuel and barging
services and the arrest of a vessel, the M/V Iyo Wind, at Corpus
Christ, Texas on July 5.  The foreign representative said World
Fuel had actual notice of the entry of the TRO protecting Sanko's
property in the United States.

World Fuel commenced an action by filing a complaint in the United
States District Court for the Southern District of Texas (Case No.
12-cv-221), to seek a judgment in the amount of $341,634 on
account of fuel supplies and barging services provided by World
Fuel.  World Fuel also sought and obtained a warrant directing the
U.S. Marshall to seize the M/V Iyo Wind at Corpus Christi.

The foreign representative said Sanko does not own the M/V Iyo
Wind, but owns the fuel bunkers aboard the vessel.  Sanko employs
the vessels under a long term charter for the purpose of serving
one of Sanko's key customers, Glencore, AG, in the United States.
The fuel bunkers are the subject of the amount payable to World
Fuel which led to the filing of the Texas Action.

                       About Sanko Steamship

The Sanko Steamship Co. Ltd., which owns or operates 156 vessels,
on July 2, 2012, commenced bankruptcy reorganization proceedings
under the Corporate Reorganization Act of Japan before the Tokyo
District Court, Civil Department No. 8.  Hisashi Asafuji, in his
capacity as the representative director and foreign representative
of Sanko in the Japanese Proceeding, filed parallel proceedings
under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No. 12-12815) in Manhattan on the same day.  Chiyoda-ku, Tokyo-
based Sanko said assets on March 31, 2012, were about $1 billion
while debt totaled $947 million, mostly unsecured.  The debt total
doesn't include liabilities on chartered vessels.

U.S. Bankruptcy Judge James M. Peck presides over the Chapter 15
case.  Daniel J. Guyder, Esq., at Allen & Overy LLP, represents
the foreign representative.


SBA TELECOMMUNICATIONS: Moody's Corrects July 10 Rating Release
---------------------------------------------------------------
Moody's Investors Service issued a correction to the July 10
rating release of SBA Telecommunications, Inc.

Revised release is as follows:

Moody's assigned a B1 (LGD5-81%) rating to the proposed $650
million senior unsecured notes due 2020 to be issued by SBA
Telecommunications, Inc. (SBAT), an indirect wholly-owned
subsidiary of SBA Communications Corporation ("SBAC" or "the
company"). The note proceeds are expected to be utilized for
repaying existing debt, including repaying the Mobilitie bridge
loan and the outstandings under its revolver and for general
corporate purposes. Moody's notes that the LGD assessments and
point estimates for the individual debt instruments will be
subject to further volatility depending on how the company
finances the maturing convertible notes due in May 2013 and the
bridge loan it will take on in connection with the TowerCo
acquisition, expected to close later in 2012.

As such, Moody's is concerned that the company may be exposed to
financing and market risks given the company's significant near-
to intermediate-term debt maturities, which total approximately
$1.6 billion over the next two years. The company's upcoming
maturities include $535 million of the 1.875% convertible notes
due May 2013, $500 million 4% Convertible Notes due October 2014
and the proposed TowerCo 24-Month bridge loan due at end of in
2014.

Downgrades:

  Issuer: SBA Communications Corporation

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

  Issuer: SBA Senior Finance II, LLC

     Senior Secured Bank Credit Facility, Downgraded to 41 -
     LGD3, from 40 - LGD3

  Issuer: SBA Telecommunications, Inc.

     Senior Unsecured Regular Bond/Debenture, Downgraded to 81 -
     LGD5, from 75 - LGD5

Assignments:

  Issuer: SBA Telecommunications, Inc.

    Senior Unsecured Regular Bond/Debenture, Assigned B1,
    LGD5-81%

Ratings Rationale

SBAC's Ba3 CFR reflects the company's high adjusted Debt/EBITDA
leverage relative to peers, which is due in large part to debt-
financed acquisitions, capital expenditures and increasing stock
buy-backs. The rating does consider the company's scale as well as
the stability of much of its revenues and cash flow generation,
which are predominantly derived from contractual relationships
with the largest wireless operators in the U.S. Moody's believes
that the fundamentals of the wireless tower sector will remain
favorable through the next several years. Finally, the rating
reflects Moody's view that SBAC will likely temper its acquisition
activity for the near term, as it takes time to integrate the two
large acquisitions of Mobilitie and TowerCo. Moody's expects
SBAC's adjusted Debt/EBITDA leverage to remain above 9.0x (Moody's
adjusted) levels at the end of 2012 due to the additional debt
taken on as part of the TowerCo acquisition, before reducing to
the low 8x range by 2014 through a combination of EBITDA growth
and debt repayment. In addition, TowerCo has high exposure to the
Sprint iDen towers which are scheduled to be decommissioned in
2015 and 2018. As a result, future revenue growth could be
hampered if the company cannot offset the iDen revenue losses with
revenues from new tenants or carriers augmenting their cell site
equipment as they upgrade to fourth generation (4G) wireless
networks.

Moody's also notes that the individual debt instruments are
subject to potential near-term variability especially if they are
in close proximity to the expected loss assumptions underlying the
rating breakpoints in Moody's Loss Given Default ("LGD") rating
framework for high-yield corporates, as well as dependent on the
specific levels of debt at various legal entities. In rating
SBAC's debt instruments, Moody's has taken a forward look with
respect to the composition of the company's debt obligations. As
the TowerCo bridge loan is not permanent financing, it is probable
that traditional debt financing may be used to refinance this
debt, which may cause further changes in the capital structure and
lead to near-term ratings volatility among the individual
instruments. The senior secured debt of SBA Senior Finance II
("SBAF") are rated Ba2 (LGD3-41%) and the senior unsecured notes
at SBA Telecommunications, Inc ("SBAT") are rated B1 (LGD5-81%)
reflecting the perceived collateral coverage of these debt
obligations relative to the overall waterfall of debts, including
the securitizations.

The SGL-3 liquidity rating reflects Moody's view that SBAC will
have adequate liquidity over the next 12-18 months. The company
will have significant cash needs over the next year, as it needs
to fund the pending TowerCo acquisition and the $535 million
1.875% convertible notes maturing in May 2013, which will
necessitate further capital raising activity over the next twelve
months. On the other hand, if the convertible notes are converted
into equity, SBAC should have ample liquidity over the next 12
months. Moody's notes that if SBAC addresses the refinancing
issues over the next twelve months, its liquidity rating could be
upgraded. Moody's also expects the company to have ample head room
in its maintenance covenants.

Rating Outlook

The negative outlook reflects the additional risk that SBAC will
face in restoring its financial profile that supports its Ba3
corporate family rating. Coming on the heels of the acquisition of
Mobilitie in April, the purchase of TowerCo will raise SBAC's
adjusted Debt/EBITDA leverage above 9.0x. In addition, as the
recently acquired properties have a lower tenancy ratio, the
company's cash generation relative to debt will remain near the
downgrade triggers until SBAC is able to add more wireless
carriers on the newly acquired towers.

What Could Change the Rating - Up

While unlikely in the near-term, ratings may be considered for an
upgrade if SBAC delivers the following adjusted key credit metrics
on a sustained basis: Debt/EBITDA of 7x, (EBITDA-Capex)/Interest
approaching 2x, Free Cash Flow/Debt greater than 5%.

What Could Change the Rating - Down

The ratings may face downward ratings pressure if weakening
industry fundamentals or the Company's aggressive expansion plans
result in the following adjusted key credit metrics on a sustained
basis: Debt/ EBITDA over 8.5x, (EBITDA-Capex)/ Interest coverage
remaining in the 1.0x range and Free Cash Flow/ Debt in the low
single digits on a sustained basis.

The principal methodology used in rating SBA Telecommunications,
Inc was the Global Communications Infrastructure 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.


SBMC HEALTHCARE: Cash Collateral Hearing Set for July 24
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas, in a
fourth interim order, authorized SBMC Healthcare, LLC's continued
access to the cash collateral of Harborcove Financial, LLC.

As adequate protection from any diminution value of the lender's
collateral, the Debtor will grant Harborcove a replacement lien
and security interest and lien in the Debtor's postpetition
assets.

A July 24, 2012, hearing at 11 a.m. has been set.

In this relation, the Debtor entered into agreed orders:

   1. preserving reserve amount in all cash collateral orders
      pending resolution of administrative expense motion of
      Centurion Service Group, LLC, and setting relevant filing
      dates -- the hearing on Centurion's motion for allowance of
      administrative expense is set for Aug. 21, 2012, at 10 a.m.,
      and

   2. on Beckman Coulter Inc.'s motion for reconsideration of
      Court order dated May 4, 2012, approving contract and
      authorizing sale of equipment, and permitting replacement
      liens for use of cash collateral.

Pursuant to the stipulation, Beckman is granted immediate relief
from the automatic stay.

Copies of the agreed orders are available for free at:

       http://bankrupt.com/misc/SBMC_cashcoll_order_b.pdf
       http://bankrupt.com/misc/SBMC_cashcoll_order.pdf

                      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.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  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: Files Schedules of Assets and Liabilities
----------------------------------------------------------
SBMC Healthcare, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,000,000
  B. Personal Property           $24,149,593
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,060,537
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,782,090
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,265,641
                                 -----------      -----------
        TOTAL                    $40,149,593      $13,108,268

A copy of the schedules is available for free at

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

The Debtor disclosed $40,149,593 in assets and $8,684,550 in
liabilities as of the Chapter 11 filing.

                      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.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  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: Taps Transwestern Property as Assets Broker
------------------------------------------------------------
SBMC Healthcare, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Texas for permission to employ Eric Johnson
and Transwestern Property Company SW GP, L.L.C. doing business as
Transwestern as broker.

Transwestern will assist the Debtor in brokering its property,
including facilities, for sale for purposes of the Chapter 11
proceeding.

The Debtor owns approximately 22 acres of real property on which
is located 3 buildings and a hospital.  The property is the
Debtor's most significant asset around which the Debtor plans to
reorganize through a either sale or total lease or partial leases.

The Debtor said that Mr. Johnson has received no compensation from
the Debtor.  Transwestern will be entitled to commissions based on
the ultimate sales price ranging from a total commission of
$350,000 (if price is below $9,999,999) to $500,000 (if price is
above $20,000,000) for property sold to any buyer.  Further, the
commission is due even if the agreement terminates so long as it
is a buyer that Transwestern had presented the property to prior
to termination and the sale is consummated.  The agreement also
provides Transwestern with a breakup fee of $25,000 if the
property is not sold within the 120 day period and the agreement
is not renewed.

To the best of the Debtor's knowledge, Transwestern 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.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  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.


SECURED CALIF. INVESTMENTS: Trigild CEO Named Liquidating Trustee
-----------------------------------------------------------------
Representing a $1.6 billion real estate investment portfolio,
William J. Hoffman -- the chief executive officer of San Diego-
based Trigild Inc. -- has been appointed liquidating trustee over
the bankruptcy of Secured California Investments, Inc. (SCI) and
SCI Real Estate Investments, LLC, two related Los Angeles-based
companies that acquired multifamily and commercial properties
throughout the country via a complex tenants-in-common (TIC)
investment structure.

Hoffman was appointed chief restructuring officer of the SCI
entities by the U.S. Bankruptcy Court for the Central District of
California in October 2011 and subsequently, restructured
management and secured exit financing as part of the plan for
liquidation. In turn, he was appointed liquidating trustee by
Judge Peter H. Carroll, U.S. Bankruptcy Court, Central District of
California, Los Angeles Division, and will now seek to maximize
recovery and liquidation of various equity interests, deferred
fees, notes receivable and other assets on behalf of creditors.

According to Hoffman, the SCI entities acquired and syndicated
more than 60 multifamily, office, student housing and retail
properties - primarily in California, Texas, Florida, Georgia,
Arizona and New Mexico - via TICs, which allow capital gains to be
deferred by investors.  In this type of property ownership, a
fractional interest is owned by two or more parties - yet
following the real estate slump, the value of some TICs decreased
significantly.  "Both SCI entities made large sums of money
through acquisitions of premiere real estate assets and related
acquisition fees - which were partially deferred - and when the
economy stalled, were unable to pay their creditors," explained
Hoffman.  "Our goal as liquidators is to efficiently maximize
recovery."

Specific responsibilities initially performed by Trigild included
evaluating the business and its financial/operational situation,
assisting the companies' financial management, researching
ownership structure and transactions, insuring compliance with
administrative reporting and creating a five-year operating budget
for the estate.

According to Hoffman, Trigild was selected for the work due to its
extensive experience in an array of business sectors on a
nationwide basis - in liquidations, real estate management and
operating businesses.

                          About Trigild

Headquartered in San Diego with offices throughout the country,
Trigild has more than 35 years of commercial real estate and
operating business expertise, with a focus on managing and
maximizing value for assets in an array of industries, including
hospitality, multifamily, office, industrial, retail, petroleum
properties and more. The company also provides receivership and
bankruptcy services.

                             About SCI

At their peak, the SCI entities syndicated interests in
approximately 150 properties valued at over $2 billion.  Through
fractional tenant-in-common co-ownership facilitated through 1031
exchanges by individual investors, SCI entities facilitated
larger, high-quality commercial property investments to individual
real estate buyers nationwide.

Los Angeles, California-based Secured California Investments,
Inc., filed for Chapter 11 bankruptcy protection on Feb. 11, 2011
(Bankr. C.D. Calif. Case No. 11-15987).  Jeffrey W. Dulberg, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.


SIGNATURE GROUP: ISS & Glass Lewis Back Vote FOR Company Picks
--------------------------------------------------------------
Signature Group Holdings, Inc. disclosed that both Institutional
Shareholder Services and Glass Lewis & Co. have recommended that
stockholders vote FOR all of the individuals nominated by the
Company's Board of Directors for election to the Board at the
Company's Annual Meeting of Shareholders on July 24, 2012.  ISS
and Glass Lewis are the two leading independent proxy voting
advisory services whose recommendations are considered by major
institutional investment firms, mutual funds, and other
fiduciaries throughout the country.

In endorsing Signature's nominees, both ISS and Glass Lewis
rejected the hand-picked nominees of James McIntyre, the former
Chairman and CEO of the Company when it operated prior to
bankruptcy as Fremont General Corporation. The ISS report noted
that:

"While not reflected in share price performance, presumably
because a majority of management's focus following the bankruptcy
was on cleaning up the company's accounting and legal affairs,
management's current strategy of pursing small cap acquisitions to
create a profitable mini-conglomerate appears to be trending in
the right direction.  The company is growing sales and losses are
abating.

"...the dissidents have largely ignored the significant and
necessary progress the company has made on cleaning up its
accounting and legal affairs which were not resolved in
bankruptcy, and positioning the company for exactly the strategic
course both management and the dissidents now argue is necessary.

"Support for the dissident nominee is not warranted under ISS'
analytical framework."

In its report, Glass Lewis noted:

"We believe this raises significant concerns regarding the
leadership and oversight (or lack thereof) provided by Mr.
McIntyre.  The Dissident argues that Mr. McIntyre did not have any
operating authority at Fremont over the four-year period prior to
the bankruptcy filing and thus was not responsible for the
Company's descent.  However, we find it hard to believe that the
executive chairman (and the Company's largest individual
shareholder at the time) would have no say or influence over any
of the Company's operations.  Even if the Dissident's argument
were to be true, this would suggest a large degree of willful
ignorance on the part of Mr. McIntyre, in our view."

Craig Noell, Chief Executive Officer of Signature, said, "We are
very pleased that both ISS and Glass Lewis recognize the strengths
of our director nominees and their case for enhancing stockholder
value through the continued execution of our current business
plan.  Today's ISS announcement, combined with the Glass Lewis
report, supports our assertion that the progress made under the
current Board and its plans to enhance stockholder value put
Signature on the right path forward for its stockholders."

Glass Lewis concluded:

"...the Company's post-bankruptcy board and management team
inherited a mess that was arguably and partially a result of the
Dissident's lack of oversight during his previous tenure with
Fremont.  Given that the Company is still in the process of
remediating its legacy issues, we believe that the incumbent board
and management team should be given ample opportunity to rectify
these issues and execute its strategy."

"As confirmed by the endorsements of both ISS and Glass Lewis, to
protect their best interests, we urge all our stockholders to vote
FOR all our nominees on the WHITE Proxy card," Mr. Noell
concluded.

                       About Signature Group

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

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

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

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


SMART ONLINE: Posts $1.1 Million Net Loss in First Quarter
----------------------------------------------------------
Smart Online, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.06 million on $139,235 of revenues for
the three months ended March 31, 2012, compared with a net loss of
$987,798 on $138,738 of revenues for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$1.03 million in total assets, $24.89 million in total
liabilities, and a stockholders' deficit of $23.85 million.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online'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 and has a working capital deficiency as of Dec. 31,
2011.

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

                       http://is.gd/FPcMjo

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS model.  The Company also
provides website and mobile consulting services to not-for-profit
organizations and businesses.


SMF ENERGY: Court Approves Use of Wells Fargo's Cash Collateral
---------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida, in an amended final order,
authorized SMF Energy Corporation, et al.'s continued use of Wells
Fargo Bank, National Association's cash collateral.

Wells Fargo, as the Debtors' prepetition lender under a certain
Loan and Security Agreement dated Sept. 26, 2002, contends that
the Debtors were indebted to lender, as of the Petition Date:

   -- for revolving credit loans in the approximate principal
      amount of $6,695,581;

   -- for term loans in the approximate principal amount of
      $3,283,511;

   -- for fees, expenses, and other charges associated with
      depository accounts and other banking products and services,
      in the approximate amount of $900,000 for reimbursement
      obligations arising out of two unexpired letters of credit;
      and

   -- $125,000 for an early termination fee and all interest,
      fees, costs, legal expenses.

The use of the cash collateral will terminate, among other things,
when the Court enters an order granting lender relief from the
automatic stay or prohibiting the use of cash collateral; or the
order is amended, vacated, stayed, reversed or otherwise modified
without the prior written consent of lender.

As adequate protection for any diminution in the value of lender's
collateral, the Debtor will grant the lender replacement liens in
all real and personal property of each Debtor, a superpriority
administrative claim status.

Additionally, the Debtors will make term loan payments to lender
as and when such payments are due under the prepetition loan
documents.

                          About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.x

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

The Debtors entered an asset purchase agreement, subject to higher
and better offers, with Sun Coast Resources which provides that
Sun Coast would acquire the assets and vehicles outside of Texas
for a total purchase price of $9 million plus the value of the
Companies' inventory that is acquired plus the cure amounts
necessary to assume and assign executory contracts.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represents the creditors.


STELLAR GT: Court OKs Pantzer as Purchaser in Confirmed Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland ordered
that Pantzer Properties, Inc., is deemed, and will be treated as,
the "purchaser" under the confirmation order for Stellar GT TIC
LLC and VFF TIC LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on July 10, 2012, the
Debtors and Wells Fargo Bank, N.A., asked that the Court modify
the Nov. 22, 2011, confirmation order for the Plan of
Reorganization.

Wells Fargo serves as trustee for the registered holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM 2007-C9,
Commercial Mortgage Pass-Through Certificates, U.S. Bank National
Association, as trustee, as successor in interest to Bank of
America, National Association, as Trustee, as successor in
interest to Wells Fargo Bank, N.A., as Trustee for the registered
holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP
Georgian Towers, LLC, acting by and through Situs Holdings, LLC,
in its capacity as special servicer.

According to the parties, the Plan contains two options for
satisfying the more than $200 million in mortgage debt secured by
the Debtors' Project -- (a) sale of the Project to a third party
pursuant to auction procedures approved by the Court, with the net
proceeds used to pay as much of the secured debt as possible; or
(b) a consensual restructuring of the secured debt, whereby the B
Note holder converts all or a portion of its indebtedness to
equity in the Debtors as reorganized.

The parties note that after the confirmation hearing, both the
prevailing bidder, at $193 million -- Lowe Enterprises Real Estate
Group-East, Inc., and the second highest bidder, at $173 million -
- Berkshire Property Advisors, LLC failed to close on the purchase
of the project after entering into a purchase agreement and
binding letter of intent, respectively.

Due to the failure to close by Lowe and Berkshire, the parties
engaged in discussion with Georgian Investors LLC to purchase the
Project.  Pantzer, through its affiliate Pantzer Properties, Inc.,
participated in the auction procedures, but was out-bid by Lowe
and Berkshire.

Pantzer has agreed, subject to due diligence and an appropriate
sale order, to purchase the Project for $168 million.

Accordingly, the parties request that the Court modify the Plan
and the confirmation order to provide that Pantzer is the
"purchaser" and the Pantzer Purchase Agreement is the "purchase
agreement" under the Plan and the confirmation order, and deeming
the sale of the project by Debtors to Pantzer pursuant to the
Pantzer Purchase Agreement as the "auction sale closing" under
section 1.8 of the Plan.

                 About Stellar GT TIC and VFF TIC

Stellar GT TIC LLC and VFF TIC LLC own an 891-unit multi-family
high rise property, consisting of two 14-story apartment
buildings, located at 8750 Georgia Avenue in Silver Spring,
Maryland, commonly known as "The Georgian".  FCP Georgian Towers
holds certain notes evidencing a mortgage loan guaranteed by the
Debtors in the aggregate original principal amount of
$185,000,000.  On Dec. 30, 2009, FCP commenced a receivership
action in the Circuit Court for Montgomery County, Case No.
324928-V, seeking the appointment of a receiver for the Project.

Stellar GT TIC and VFF TIC filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011.  Judge
Paul Mannes presides over the case.  Michelle Maloney-Raymond is
the case administrator.  Matthew G. Summers, Esq., and Michelle
McGeogh, Esq., at Ballard Spahr LLP, in Baltimore, serve as the
Debtors' counsel.

Mark Taylor, Esq. -- mdtaylor@kilpatricktownsend.com -- at
Kilpatrick Townsend & Stockton LLP, in Washington, DC; and Jantra
Van Roy, Esq. -- jvanroy@zeklaw.com -- at Zeichner Ellman & Krause
LLP, in New York, represent the Lender.

The U.S. Trustee for Region 4 notified the Court that he has not
appointed an unsecured creditors' committee in the Chapter 11
cases of Stellar GT TIC LLC and VFF TIC LLC.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The plan is premised on either (1) a sale of the
project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.  Broker CB Richard Ellis Inc.
was hired to conduct the sale.

On Nov. 22, 2011, Judge Mannes entered an order (I) finally
approving the disclosure statement and (II) confirming Stellar GT
TIC and VFF TIC's Joint Plan of Reorganization and authorizing (A)
Sale of "The Georgian"free and clear of all liens, claims and
interests and alternatively (B) restructuring pursuant to the Plan
if the Sale does not close.  The highest and best price offered at
the Auction was the $193 million offer made by Lowe Real Estate
Group-East, Inc.




SUPERIOR PLATING: CCRP & WHI Buys Former Site
---------------------------------------------
A partnership of City Center Realty Partners, LLC (CCRP) and WHI
Real Estate Partners LLC (WHIREP) acquired the 5.44 acre former
Superior Plating site in the Nicollet Island/East Bank
neighborhood near downtown Minneapolis on June 21, 2012.

Superior Plating filed for Chapter 11 bankruptcy protection in
November of 2011.  An affiliate of the partnership provided
debtor-in-possession financing to Superior in order to fund
decommissioning of Superior's plating operation and to facilitate
the transaction.  The partnership has embarked on a collaborative
process with governmental and community constituencies to
formulate preliminary plans for the redevelopment of the property.

City Center Realty Partners, LLC, a San Francisco-based real
estate investor and developer, is focused on urban properties
throughout the United States and has completed transactions valued
at more than $800 million.  WHI Real Estate Partners LLC is a
Chicago-based investment manager focused on repositioning
distressed real estate assets throughout the United States.

Based in Minneapolis, Minnesota, Superior Plating Inc. filed for
Chapter 11 protection (Bankr. D. Minn. Case No. 11-47429) on
Nov. 15, 2011.  Judge Robert J. Kressel presides over the case.
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


TRAILBLAZER RESOURCES: Posts $428,000 Loss in First Quarter
-----------------------------------------------------------
Trailblazer Resources, formerly Energy Composites Corporation,
filed its quarterly report on Form 10-Q, reporting a net loss of
$427,988 on $0 revenue for the three months ended March 31, 2012,
compared with a net loss of $1.28 million on $0 revenue for the
same period last year.

The Company's balance sheet at March 31, 2012, showed
$1.37 million in total assets, $2.73 million in total liabilities,
and a stockholders' deficit of $1.36 million.

"At March 31, 2012, the Company had a working capital deficiency
of $1,355,441, a net loss of $427,988 for the three months ended
March 31, 2012, and an accumulated deficit of $21,771,461."

"The Company has limited financial resources, has been
unprofitable since its inception and currently has no source of
revenue generating activities.  These factors raise substantial
doubt about its ability to continue as a going concern."

"Management plans to rely on advances from certain shareholders to
fund its ongoing obligations, however, there is no guarantee that
the Company will be able to obtain an adequate amount of funding.
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty."

As reported in the TCR on April 3, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Trailblazer Resources, 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 had net losses for the years ended Dec. 31, 2011, and
2010, had an accumulated deficit at Dec. 31, 2011, and at Oct. 21,
2011, the Company has no foreseeable source of revenue.

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

                       http://is.gd/DufYNS

Trailblazer Resources, Inc., formerly Energy Composites
Corporation, a Nevada corporation, currently has no business
operations.

The Company had one operating subsidiary, ECC Corrosion, Inc.
("ECC-C"), which was sold on Oct. 21, 2011.  This was due to the
continuing losses that the Company had incurred since the reverse
acquisition in October 2008.  The Company sold all of the stock of
ECC-C to Jamie and Jennifer Mancl and their affiliated entities
(the "Mancls") in exchange for substantially all of the Mancls'
shares of the Companys common stock (the "ECC-C Sale").  These
shares were then canceled, reducing the number of shares issued
and outstanding of the Company to 22,720,228 on that date.  In
addition, the Company changed the name of the Company to
"Trailblazer Resources, Inc." effective Oct. 17, 2011.  The
Company is currently seeking a private company as a possible
reverse acquisition target.  As of the date of this filing, no
merger agreements are in place.

TRAINOR GLASS: Local Virginia Counsel Gets Additional Retainer
--------------------------------------------------------------
Trainor Glass Company sought and obtained permission from the U.S.
Bankruptcy Court to expand the employment of Stephen J. Annino and
partners, associates and paralegals at Kasimer & Annino, P.C. as
local Virginia counsel.  The court also authorized the Debtor to
pay the firm an additional postpetition retainer of $5,000.

In the original application, the Debtor said it requires Pollice
to render lien-related services for construction projects, and
intend to pay the firm at these hourly rates:

    Personnel                    Rates
    ---------                    -----
    Stephen J. Annino            $385/hour
    Joseph H. Kasimer            $385/hour
    Gina Schaecher               $330/hour

Stephen J. Annino, a partner of K&A, attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRANSPORTADORA DE GAS: Offering Cash, New Note for Defaulted Note
-----------------------------------------------------------------
Transportadora de Gas del Norte S.A. has commenced a private
exchange offer for any and all of its US$141,279,932 outstanding
Series A Notes and its US$203,630,111 outstanding Series B Notes
held by Eligible Holders for exchange consideration consisting of
a combination of a cash payment, New 7-Year Step-Up Notes and
Claim Protection Notes. The Exchange Offer is being conducted upon
the terms and subject to the conditions set forth in the
Information Memorandum dated July 12, 2012 and the related Letter
of Transmittal.

On Dec. 22, 2008, the Company suspended payments of principal and
interest on its financial debt, and, as a result, all of the
Outstanding Debt is in default.

The Company is offering to exchange each US$1,000 principal amount
of Outstanding Debt tendered and accepted for exchange in the
Exchange Offer for (i) US$494.20 principal amount of New Step-Up
Notes, (ii) US$164.68 principal amount of Claim Protection Notes
and (iii) a cash payment consisting of (a) solely for holders who
validly tender their Outstanding Debt prior to or at 5:00 p.m.,
New York City time, on July 25, 2012, US$329.45 in cash, or (b)
for holders who validly tender their Outstanding Debt after the
Early Tender Date but prior to or at 11:59 p.m., New York City
time, on Aug. 8, 2012 (the "Expiration Date"), US$280.00 in cash.

The Exchange Offer is conditioned upon, among other matters set
forth in the Information Memorandum, at least 88% of the principal
amount of the Outstanding Debt being validly tendered prior to or
at the Expiration Date.  Tendering holders of the Outstanding Debt
will not be entitled to withdrawal rights in the Exchange Offer,
other than to the extent required by applicable laws, unless we
extend the Expiration Date beyond Aug. 17, 2012.

Transportadora de Gas del Norte S.A. operates two gas pipeline
companies, connecting two major fields in northern and central
western Argentina with distributors in the north and central
regions of the country. The Company transports about one-third of
the natural gas consumed in Argentina.


TRIBUNE CO: Judge Carey Overrules Objections to Plan Confirmation
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware issued an order dated July 13, 2012, overruling
objections to the confirmation of Tribune Co. and its debtor
affiliates' Plan of Reorganization.

Judge Carey said he will confirm Tribune's Plan as soon as
revisions reflecting resolutions regarding the confirmation
objections are submitted.  Confirmation objections were raised by
(i) Aurelius Capital Management, L.P., (ii) Law Debenture Trust
Company of New York, (iii) Deutsche Bank Trust Company of
Americas, (iv) Wilmington Trust Company, (v) Citadel Equity Fund
Ltd. and Camden Asset Management LP, (vi) EGI-TRB LLC, (vii)
certain former directors and officers of the Debtors, and The
Robert R. McCormick Tribune Foundation.

Among the objections raised are objections to the classification
of certain claims, including the Swap Claim, the Senior Notes
Indenture Trustee Attorney Fees Claim, and the Tendering
Noteholder Claims.  Addressing these objections, the Court held
that the Plan properly classified the claims in accordance with
the provisions of the Bankruptcy Code.

The parties also objected to the Plan's failure to establish
reserves for the Subordinated Claims of the PHONES Noteholders and
EGI Noteholders.  Addressing this objection, the Court pointed out
that the parties -- the Plan proponents and the objectors -- have
litigated the subordination issues related to the EGI claims and
the PHONES Notes claims and the Court has already issued its
decision regarding this matter.

                  First of Two Steps From Emergence

Confirmation of the Plan is one of the two steps Tribune needs to
emerge from bankruptcy.  After confirmation of the Plan, Tribune
needs to get approval from the Federal Communications Commission
on new broadcast licenses and waiver for overlapping ownership of
television stations and newspapers in certain markets.  The Plan
will hand ownership of the publications company to a group of
hedge funds led by Oaktree Capital Management, JPMorgan Chase and
Angelo, Gordon & Company, a firm that invests in troubled
companies.

The Wall Street Journal's Keach Hagey and Mike Spector 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."

Judge Carey also denied Citadel Equity Fund Ltd. and Camden Asset
Management's motion for reconsideration and clarification of his
April 9, 2012 Memorandum and Order regarding allocation disputes.

A full-text copy of Judge Carey's July 13 Memorandum is available
for free at http://bankrupt.com/misc/tribunejuly13memo.pdf

                       About Tribune Co.

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

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

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

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

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


TRIBUNE CO: Opposes NY Finance Dept. Tax Claim
----------------------------------------------
Tribune Co. and its affiliates ask the Bankruptcy Court to
disallow and expunge Claim No. 5972 filed by the New York City
Department of Finance.  The Debtors believe that they are not
liable for the NYC Tax Claim because the claim fails to establish
that any prepetition amounts are due and owing under applicable
non-bankruptcy law.  The Tax Claim is for alleged (i) commercial
rent tax liabilities of $162,000 and (ii) corporate income tax
liabilities of $1,668,123, including interest and penalties, for
periods spanning 2005 through 2008.  The Debtors further assert
that because the NYC DOF failed to properly issue a notice of
deficiency and assess a tax deficiency within the applicable time
limits, any attempt to collect on alleged tax deficiencies for NYC
General Corporate Tax Liabilities for the tax years 2005 through
2007 is barred by the applicable statute of limitations.  The
Debtors also contend that the NYC DOF has improperly estimated
alleged tax deficiencies for General Corporate Tax Liabilities for
the tax years 2007 and 2008, thus the claim must be disallowed to
the extent it relies on those estimations.

                       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: Robert Henke Insists on $100-Mil. Defamation Claim
--------------------------------------------------------------
Robert Henke argued before the Bankruptcy Court that his claims
totaling $100 million should be allowed because (1) he did not
commit a statute of limitations violations in submitting an
original complaint; (2) in an amended complaint, he put forth a
large number of which on which relief can be granted; and (3) the
monetary relief he sought in his lawsuit is entirely consistent
with the totality of the relevant circumstances.

Mr. Henke's claims stem from a pro se lawsuit he filed in a state
court against The Baltimore Sun Company and a Sun reporter for the
publication of an article that allegedly defamed him.

The Debtors maintained that Mr. Henke's claims should be
disallowed as time-barred because Mr. Henke's response offered
inadequate explanation why his claim is not time-barred.  The
Debtors pointed out that the lawsuit from which the claims stems
from was filed more than three months after the expiration of the
statute of limitations.  The Official Committee of Unsecured
Creditors joins in the Debtors' objection and asks the Court to
disallow the claims.

As reported in the Troubled Company Reporter on June 15, 2012, in
a supplemental objection, Tribune Co. and its affiliates ask the
Bankruptcy Court to disallow and expunge Claim No. 3697, as
amended by Claim No. 7106, totaling $100,000,000, filed by Mr.
Henke.

The Debtors and Mr. Henke have engaged in ongoing discussions
regarding a process to resolve the Claim and the underlying
defamation lawsuit before a Maryland state court.  Those
discussions have not resulted in consensus.  Instead, Mr. Henke
has prepared a proposed amended complaint regarding the Lawsuit.

Upon review of the amended complaint, the Debtors maintain that
the Claim is not an allowable claim against The Baltimore Sun
Company because it is unenforceable against the Sun under
applicable non-bankruptcy law.  The Debtors insist that nothing
in the amended complaint gives rise to a valid cause of action
against the Sun because at no point does Mr. Henke satisfy the
four factors necessary to sustain a defamation claim.

Given that Mr. Henke has not even commenced a valid action in
Maryland state court, and hence no action has been taken in the
Maryland state court with respect to the Lawsuit, the Bankruptcy
Court is well-situated to make a determination that the Lawsuit
must be dismissed on this basis, the Debtors maintain.

                       About Tribune Co.

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

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

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

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

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


TRIDENT MICROSYSTEMS: Amends Bylaws to Permit Fewer Directors
-------------------------------------------------------------
Trident Microsystems, Inc., adopted and filed with the Secretary
of State of the State of Delaware a certificate of amendment to
amend the Amended and Restated Certificate of Designation of
Series B Preferred Stock, par value $0.001.  Also, effective that
date, the Company amended Article II, Section 7 of the Bylaws of
the Company.

The principal changes included in the Certificate of Amendment and
the Bylaws of the Company are to: (i) permit the Company to
operate with fewer than seven directors; (ii) preclude the
nomination of additional directors by the Series B Preferred Stock
holders; and (iii) modify the quorum requirement to reference
directors then in office, rather than all authorized directors.

Following the sale of certain assets of the Company, a number of
directors resigned leaving the Company with three remaining
directors.  Although the Board is authorized to amend the
Company's Bylaws, any such amendment requires the affirmative vote
of a majority of authorized, rather than sitting directors.
Accordingly, the Company was not able to seat a quorum of
directors.  On June 22, 2012, the Company requested the United
States Bankruptcy Court for the District of Delaware, to enter an
order, pursuant to section 105(a) of the Bankruptcy Code and
section 303 of the General Corporation Law of the State of
Delaware, modifying the Series B Preferred Stock Amended and
Restated Certificate of Designation and the Company's Bylaws.  On
July 9, 2012, the Bankruptcy Court granted the motion.

                    About Trident Microsystems

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

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

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

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


US FOODS: Moody's Reviews 'B3' CFR/PDR for Downgrade
----------------------------------------------------
Moody's Investors Service placed all ratings of US Foods, Inc.,
including the B3 corporate family rating, on review for downgrade.

Ratings placed on review for downgrade include:

Corporate family rating at B3

Probability of default at B3

$425 million senior secured term loan due 2017 at B3 (LGD3, 47%)

$702 million non-extended Term Loan due July 2014 at B3 (LGD3,
47%)

$400 million senior unsecured notes due 2019 at Caa2 (LGD5, 85%)

$521 million senior subordinated notes due 2017 at Caa2 (LGD6,
93%)

The review for downgrade will consider US Foods' liquidity, which
includes its significant upcoming maturities over the next 12
months as well as availability under its heavily-utilized unrated
$1.1 billion asset-based revolving credit facility, and operating
performance trends.

US Foods' (USF) B3 Corporate Family and Probability of Default
ratings reflect the company's highly leveraged capital structure,
with significant maturities over the next 12 months that result in
a challenged liquidity profile, and weak credit metrics. The
ratings also reflect Moody's assumption that these metrics will
continue to show only modest incremental improvement over the next
12 months given an aggressive financial policy (e.g. recently
announced acquisition of unrated Hawkeye Foodservice Distribution,
Inc.) and the fact that much of the company's cash flows go to
service debt and fund capital expenditures.

The principal methodology used in rating US Foods' 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.

US Foods, Inc., headquartered in Rosemont, IL, is a leading North
American food distributor, with annual revenues of around $20
billion.


VALENCE TECHNOLOGY: Creditors Now Subject to Automatic Stay
-----------------------------------------------------------
Valence Technology, Inc., disclosed in a Form 8-K with the
Securities and Exchange Commission that its commencement of the
voluntary petition for a chapter 11 business reorganization
constitutes or may constitute an event of default or otherwise
triggers or may trigger repayment obligations under the Company's
debt obligations.  As a result of such an event of default or
triggering event, those debt obligations of the Company have
become due and payable.  Any efforts or actions to enforce those
payment obligations are stayed as a result of the filing of the
Chapter 11 case.  The material debt agreements, and the
approximate aggregate principal balance of debt outstanding
thereunder as of July 12, 2012, are:

   -- Loan and Security Agreement between the Company and iStar
      Tara LLC, successor in interest to SFT I, Inc., dated as of
      July 13, 2005, as amended, with principal amount of $3.0
      million purchased by Carl Warden effective in March 2012.
      The balance on this loan (including accrued interest) as of
      July 12, 2012, was approximately $3.0 million.

   -- Loan Agreement dated July 17, 1990 between the Company and
      Baccarat Electronics, Inc., and subsequently transferred to
      Berg & Berg Enterprises, LLC, as amended.  The balance on
      this loan (including accrued interest) as of July 12, 2012,
      was approximately $32.2 million.

   -- Loan Agreement dated Oct. 5, 2001, between the Company and
      Berg & Berg Enterprises, LLC, as amended.  The balance on
      this loan (including accrued interest) as of July 12, 2012,
      was approximately $36.9 million.

The ability of creditors of the Company to seek remedies to
enforce their rights against the Company under the agreements is
automatically stayed as a result of the filing of the Chapter 11
Case and the creditors' rights of enforcement are subject to the
applicable provisions of the Bankruptcy Code.

                       Delisted from NASDAQ

On July 11, 2012, the Company requested to the NASDAQ Stock Market
LLC that, in connection with the expected filing of the Chapter 11
Case, trading of its common stock on The NASDAQ Capital Market be
suspended prior to the open of the market on July 12, 2012.  The
Company also requested that the hearing before the NASDAQ Hearings
Panel scheduled for July 26, 2012, be cancelled.  By letter dated
July 12, 2012, NASDAQ notified the Company that its listing would
be suspended prior to the market open on July 16, 2012.  As a
result of the filing of the Chapter 11 Case, trading in the
Company's stock was halted before the open of trading on July 12,
2012.

                     About Valence Technology

Valence Technology, Inc., filed a voluntary petition for a chapter
11 business reorganization (Bankr. W.D. Tex. Case No. 12-11580) on
July 12, 2012.  The Debtor disclosed debt of $82.6 million and
assets of $31.5 million as of March 31.  Streusand, Landon &
Ozburn, LLP, serves as the Company's counsel.

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.

As reported by the TCR on July 13, 2012, the reorganization is
intended to bolster the Company's liquidity in the U.S. and abroad
and enable the Company to focus on its core lithium phosphate
markets.


VALENCE TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Valence Technology, Inc.
        12303 Technology Boulevard, Suite 950
        Austin, TX 78727
        Tel: (512) 527-2900

Bankruptcy Case No.: 12-11580

Chapter 11 Petition Date: July 12, 2012

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

Judge: Craig A. Gargotta

About the Debtor: 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.

Debtor's Counsel: Sabrina L. Streusand, Esq.
                  STREUSAND LANDON & OZBURN, LLP
                  811 Barton Springs Road, Suite 811
                  Austin, TX 78704-0001
                  Tel: (512) 236-9900
                  Fax: (512) 236-9904
                  E-mail: streusand@slollp.com

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

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

The petition was signed by Robert Kanode, CEO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Tiankin Lishen Battery Joint       Trade Debt           $4,136,256
6 Lanyuan Road
Huayuan Hi-Tech Industry Park
Tianjin 300384, PR China

Carl Warden                        Loan                 $3,016,875
1516 Country Club Drive
Los Altos, CA 94024

Krieg, Keller, Sloan & Reilly      Professional Fees      $653,573
555 Montgomery Street, 7th Floor
San Francisco, CA 94111

Amperex Technology Limited         Trade Debt             $127,938

Kuchne & Nagel                     Professional Fees      $119,086

PMB Helin Donovan, LLP             Professional Fees       $66,445

McGinnis, Lochridge & Kilgore, LLP Professional Fees       $36,670

Krause & Welsert                   Professional Fees       $28,025

Insight Direct                     Trade Debt              $26,762

Next Innovation, Inc.              --                      $25,000

Kuehne & Nagel, Inc.               Professional Fees       $21,215

Host Analytics, Inc.               Trade Debt              $17,325

Pope, Shamsle & Dooley, LLP        Professional Fees       $14,533

Metal Conversion Tech, LLC         Trade Debt              $13,315

Ghedi International, Inc.          Trade Debt              $12,840

National Depo                      Litigation              $11,754

Paul Krueger                       Employee Expense        $11,613

McFadden, Fincham                  Professional Fees       $11,308

Kim & Chang                        Professional Fees       $10,723

UNISITI                            Trade Debt               $9,200


WAUPACA FOUNDRY: S&P Gives 'B+' Corporate Credit Rating on Buyout
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Waupaca, Wis.-based casting supplier Waupaca
Foundry Inc. The outlook is stable. "At the same time, we assigned
a 'BB-' issue rating and '2' recovery rating to Waupaca's $260
million five-year senior secured term loan. The '2' recovery
rating indicates our expectation that lenders would receive
substantial (70% to 90%) recovery in the event of a payment
default," S&P said.

"The ratings reflect what we consider to be Waupaca's 'weak'
business risk profile and 'aggressive' financial risk profile,
according to our criteria," said Standard & Poor's credit analyst
Nishit Madlani.

"Our business risk assessment reflects the company's exposure to
cyclical auto production levels, the fragmented nature of the
castings industry, and Waupaca's reported leading share in its end
markets. The financial risk assessment is based on our
expectations for about 3x to 4x debt to EBITDA (including our
adjustments) and prospects for sustained positive free cash flow
generation over the next two years, tempered by the potential for
volatility in the face of high operating leverage in a cyclical
sector and the company's private-equity ownership. Waupaca has a
reported dominant market position as a manufacturer of gray and
ductile iron castings for the automotive, commercial vehicles,
agriculture, construction, and hydraulics-related end markets,"
S&P said.

"Our stable outlook reflects our belief that Waupaca can sustain
positive discretionary cash flow into 2013, with EBITDA margins in
the 8% to 10% range, and liquidity (cash and bank facility
availability) of at least $50 million to $70 million. We assume,
for our outlook, that light- and heavy-vehicle production will
likely rise in North America," S&P said.

"However, visibility in the auto sector is notoriously limited,
and we believe that future production could become more volatile
if the economic recovery or auto sales falter. This could occur
because of a U.S. slowdown resulting from economic and financial
weakness in Europe or U.S. fiscal challenges later this year. If
future production were to fall, higher fixed overheads could lead
to some margin contraction," S&P said.

"We could lower our rating if we believe free operating cash flow
generation will turn negative and remain so for a sustained period
of time, or if debt to EBITDA, including our adjustments, trends
toward 4.5x or higher. For example, we estimate this could occur
if Waupaca's EBITDA margins falls by about 250 basis points (from
our base case) on a low-double-digit revenue decline," S&P said.

"We consider an upgrade unlikely because we believe the company's
financial policies will remain aggressive under its private-equity
owners. We assume that the company may pursue additional targeted
acquisitions or, eventually, a distribution of capital to
shareholders," S&P said.


WAVE SYSTEMS: Fails to Comply with Nasdaq's $1 Bid Price Rule
-------------------------------------------------------------
Wave Systems Corp. received notification from the Listing
Qualifications Department of The Nasdaq Stock Market indicating
that the Company's Class A Common stock is subject to potential
delisting from The Nasdaq Capital Market because for a period of
30 consecutive business days, the bid price of the Company's Class
A common stock has closed below the minimum $1.00 per share
requirement for continued inclusion under Nasdaq Marketplace Rule
5550(a)(2).

The Nasdaq notice indicated that, in accordance with Nasdaq
Marketplace Rule 5810(c)(3)(A), the Company will be provided 180
calendar days, or until Jan. 10, 2013, to regain compliance.  If,
at anytime before Jan. 10, 2013, the bid price of the Company's
Class A Common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, Nasdaq staff will provide
written notification that it has achieved compliance with the Bid
Price Rule.

If the Company fails to regain compliance with the Bid Price Rule
before Jan. 10, 2013, but meets all of the other applicable
standards for initial listing on the Nasdaq Capital Market with
the exception of the minimum bid price, then the Company may be
eligible to have an additional 180 calendar days, or until July 9,
2013, to regain compliance with the Bid Price Rule.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $10.79 million in 2011, a
net loss of $4.12 million in 2010, and a net loss of $3.34 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $25.57
million in total assets, $18.45 million in total liabilities and
$7.12 million in total stockholders' equity.

                           Going Concern

The Company said in its annual report for the year ended Dec. 31,
2011, that it will be required to sell additional shares of common
stock, preferred stock, obtain debt financing or engage in a
combination of these financing alternatives, to raise additional
capital to continue to fund its operations for the twelve months
ending Dec. 31, 2012.  If Wave is not successful in executing its
business plan, it will be required to sell additional shares of
common stock, preferred stock, obtain debt financing or engage in
a combination of these financing alternatives or it could be
forced to reduce expenses which may significantly impede its
ability to meet its sales, marketing and development objectives,
cease operations or merge with another company.  No assurance can
be provided that any of these initiatives will be successful.  Due
to its current cash position, capital needs over the next year and
beyond, and the uncertainty as to whether it will achieve its
sales forecast for its products and services, substantial doubt
exists with respect to Wave's ability to continue as a going
concern.


WVSV HOLDINGS: Wants to Incur $2.25MM Loan from Kennedy Funding
---------------------------------------------------------------
WVSV Holdings, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona for authorization to obtain $2,250,000
postpetition secured financing from Kennedy Funding.

As indicated in the Debtor's schedules, the Debtor is the owner of
approximately 13,260 acres of real property located in the town of
Buckeye, Maricopa County, Arizona.  The land is situated on the
Sun Valley Parkway, approximately 50 miles west of Central
Phoenix.   Of this acreage, the Debtor owns approximately 1,710
acres in fee title (Tract A).  The property within Tract A is
subject to these liens with estimated amounts due as of July 13,
2012:

   1. Perkins Coie Judgment -- $302,790
   2. 10K Judgment -- $252,324
   3. Real Estate Taxes -- Maricopa County
   4. Second Half of 2011 -- $7,090

The Debtor relates that it requires immediate access to the DIP
Loan to pay the expenses.  The Debtor is unable to procure the
funds on terms favorable as Kennedy Funding committed to provide.

The Debtor adds that it is under contract for sale of 800 acres of
real estate within Tract A.  The purchase price is $12,000 per
acre, or $9,600,000.  Additionally, at closing, the buyer of the
800 acres of land will obtain an option to purchase an additional
513 acres of Tract A at the same $12,000 per acre price.
Accordingly, the Debtor believes the value of the 1,710 acres
within Tract A is approximately $20,520,000.

As adequate protection from any diminution in value for the
lender's collateral, the Debtor proposes that Kennedy Funding's
DIP Loan prime (1) the Perkins Coie judgment; (2) the 10K
judgment; and (3) the 10K Deed of Trust, so that Kennedy Funding
has a first position lien on the 1,313 acres subject to a
potential sale and option to purchase.

The Debtor also discloses that it is working on a plan of
reorganization, and has agreed to file the plan by Sept. 11, 2012.
It is anticipated the Plan will provide, inter alia, that upon
closing of the 800 acres sale from the net proceeds of sale, the
DIP Loan will be fully satisfied, as will the Perkins Coie
judgment.  The 10K judgment remains the subject of appellate
proceedings in the State court.  The Plan will provide that in the
event of a sale, sufficient monies will be set aside in a
segregated account pending final resolution of the appellate
process.  In the event it is ultimately affirmed, the 10K judgment
will be paid.  In the interim, both the 10K judgment, and
the Perkins Coie judgment, will have been adequately protected by
remaining as a first lien on the 349 acres not included in the
sale/option transaction.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.  The UST reserves
the right to appoint the committee should interest develop among
the creditors.


XTREME IRON: Sec. 341 Creditors' Meeting Set for Aug. 21
--------------------------------------------------------
William Neary, the U.S. Trustee for Region 6 in Dallas, Texas,
will convene a meeting of creditors under 11 U.S.C. Sec. 341(a) in
the Chapter 11 case of Xtreme Iron LLC, on Aug. 21, 2012, at 1:30
p.m. at Dallas, Room 976.

Proofs of claim against Xtreme Iron LLC are due in the case by
Nov. 19, 2012.

Iron LLC's schedules of assets and liabilities and statement of
financial affairs are due to be filed July 25.  A Chapter 11 Plan
is due by Nov. 8.

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

Beta Capital, LLC, a creditor, asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


YOUNG FAMILY TRUST: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: The Young Family Trust Established August 26, 1987
        81-880 Arus Avenue
        Indio, CA 92201

Bankruptcy Case No.: 12-15647

Chapter 11 Petition Date: July 12, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Yuma)

Judge: James M. Marlar

Debtor's Counsel: Craig D. Hansen, Esq.
                  SQUIRE SANDERS (US) LLP
                  1 East Washington Street, Suite 2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4085
                  Fax: (602) 253-8129
                  E-mail: craig.hansen@squiresanders.com

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

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

The Company said it doesn't have unsecured creditors who are not
insiders.

The petition was signed by William Dale Young, trustee.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Cocopah Nurseries of Arizona, Inc.    12-15292            07/09/12


* Circuit Court Makes Rules for Chapter 13 Family Size
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond, Virginia,
became the first federal circuit court to rule on calculating
family size in deciding how much individuals in Chapter 13 must
pay to creditors.  There was a dissent on the three-judge panel.

The case is Johnson v. Zimmer (In re Johnson), 11-2034,
U.S. Court of Appeals for the Fourth Circuit (Richmond,
Virginia).

According to the report, the case involved a bankrupt mother who
had joint custody with her former husband of two minor children.
The bankrupt's current husband had joint custody of three children
with a former wife.  The bankrupt wife contended there were seven
in her household for the calculation of expenses in deciding how
much income was left to pay creditors.  The bankruptcy judge
disagreed, using a modified "economic unit" approach where (i) the
court calculated that the bankrupt's two children each represented
56% of a child based on the number of days the children lived with
the mother, and (ii) the new husband's three children each were
49% of a child, also based on the number of days the children
lived in the home.  The bankruptcy judge totaled the fractions to
yield 2.59 children and rounded off to three.   On appeal, Circuit
Judge G. Steven Agee upheld in the lower court in a 32-page
opinion, saying the critical word "household" in the Bankruptcy
Code is ambiguous, and that the bankruptcy court's "economic unit"
approach was correct.

Circuit Judge J. Harvie Wilkinson III dissented in nine-page
opinion.  He said he couldn't agree with the idea of breaking "a
debtor's children into fractions for purposes of Chapter 13's
means test." An approach like the bankruptcy court's, in his view,
"subjects debtors to needlessly intrusive and litigious
proceedings."  Judge Wilkinson said that the majority's method
"lacks a foundation in statutory text."


* Dischargeability Can't Be Arbitrated, Circuit Rules
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy court properly refused to allow
arbitration when a creditor sought to have arbitrators decide
whether there was a breach of contract and whether the resulting
damages would be discharged in bankruptcy, the U.S. Court of
Appeals in San Francisco ruled on July 9.

The decision followed an opinion in January in a case called
Thorpe Insulation, where the Ninth Circuit concluded that a
bankruptcy judge has discretion to refuse to enforce arbitration
clauses in contracts in both core and non-core disputes.

U.S. District Judge Algenon L. Marbley from Ohio, sitting by
designation on the Ninth Circuit, followed Thorpe and ruled that
allowing arbitration would "conflict with the underlying

The case is Ackerman v. Eber (In re Eber), 10-56772, U.S.
Court of Appeals for the Ninth Circuit (San Francisco).


* No Copyright Jury Trial Following Stern v. Marshall
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Katchan v. Landy, a 1996 decision from the U.S.
Supreme Court, remains good law despite last year's high court
decision in Stern v. Marshall, the U.S. Court of Appeals in St.
Louis ruled on July 13.  The case is Pearson Education Inc. v.
Almgren, 11-2723, U.S. Court of Appeals for the Eighth Circuit
(St. Louis).


* Rust Omni Launches Mobile App for Bankruptcy Claims Industry
--------------------------------------------------------------
Rust Omni, the bankruptcy administrative services division of Rust
Consulting, Inc., a SourceHOV company, disclosed the launch of the
first mobile application in the bankruptcy claims agent industry.
The app is available for download for iPhone via iTunes, with
versions for Android and Windows expected in the coming weeks.

"This launch is another demonstration of Rust Omni's bold approach
to changing the bankruptcy administrative services industry
through better technology," Rust Omni president Brian Osborne
said. "In late 2011, we launched the industry's first mobile
website; now we are excited to launch the first mobile app."

The app offers clients, creditors, and other interested parties
increased access to case information, court documents, proofs of
claim, contact information, claim registers, claim forms, case
calendars, and more.  It includes new features such as access to
real-time data, with documents and information added dynamically,
and the ability to add contacts and calendar items with the touch
of a button.

"As always, our clients are the focus," Osborne said.  "With less
time behind the desk, it is imperative that they can conduct
business from where they are.  We understand and, through
technology, we will continue developing new ways to accommodate
them."

                          About Rust Omni

Rust Omni, the bankruptcy administrative services division of Rust
Consulting, Inc., a SourceHOV company, is a nationally recognized
industry leader with offices in Los Angeles and New York.  Rust
Omni offers ground-breaking technology that is revolutionizing the
administrative process.  Since the firm's inception in 1969, Rust
Omni has been involved in some of the nation's most successful and
complex chapter 11 proceedings, with clients such as Perkins Marie
Callender's, Mervyn's Holdings, Blockbuster, Inc. (Committee),
Innkeeper USA Trust, Borders Group (Committee), Owens Corning,
Harry & David (Committee), Refco Inc., eToys Direct LLC, Monaco
Coach Corporation, Sizzler Restaurant Corporation and Global
Crossing.

                        About Rust Consultin

Clients in the legal, public, and business sectors trust Rust
Consulting, a SourceHOV company, to design, implement, and manage
complex and time-sensitive projects.  With experience on more than
3,500 cases worth billions of dollars, Rust Consulting is the
national leader in class action settlement administration, and is
an expanding presence in the mass tort, public sector, and
business sectors.

                          About SourceHOV

SourceHOV is one of the largest Business Process Solutions and
Knowledge Process Outsourcing companies in the industry.
SourceHOV provides end-to-end business process outsourcing
solutions with highly customized services as well as specialized
knowledge-based processing and/or consulting solutions.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company           Ticker            ($MM)      ($MM)      ($MM)
  -------           ------          ------   --------    -------
ABSOLUTE SOFTWRE    ABT CN           127.2       (3.2)      14.0
ACCO BRANDS CORP    ACCO US        1,044.9      (68.3)     311.8
ADVANCED BIOMEDI    ABMT US            0.2       (1.9)      (1.5)
AMC NETWORKS-A      AMCX US        2,125.8   (1,004.9)     506.4
AMER AXLE & MFG     AXL US         2,502.3     (376.4)     264.6
AMERISTAR CASINO    ASCA US        2,026.3      (45.8)     (13.5)
ARRAY BIOPHARMA     ARRY US          120.0      (78.8)      28.4
ATLATSA RESOURCE    ATL SJ           920.8     (233.7)      20.0
AUTOZONE INC        AZO US         6,148.9   (1,416.8)    (623.1)
BOSTON PIZZA R-U    BPF-U CN         166.1      (91.7)      (1.5)
CABLEVISION SY-A    CVC US         7,088.5   (5,609.6)    (218.0)
CAPMARK FINANCIA    CPMK US       20,085.1     (933.1)       -
CARMIKE CINEMAS     CKEC US          420.8       (1.9)     (26.1)
CC MEDIA-A          CCMO US       16,489.3   (7,802.6)   1,550.1
CENTENNIAL COMM     CYCL US        1,480.9     (925.9)     (52.1)
CHENIERE ENERGY     CQP US         1,762.3     (574.9)      31.7
CHOICE HOTELS       CHH US           443.2      (26.2)       2.1
CIENA CORP          CIEN US        1,928.6      (41.1)     924.4
CINCINNATI BELL     CBB US         2,657.9     (701.3)     (42.6)
CLOROX CO           CLX US         4,386.0     (106.0)    (689.0)
CROWN HOLDINGS I    CCK US         7,178.0      (82.0)     731.0
DEAN FOODS CO       DF US          5,758.6      (52.7)     296.0
DELTA AIR LI        DAL US        44,189.0   (1,011.0)  (5,347.0)
DENNY'S CORP        DENN US          336.2       (2.6)     (16.3)
DIRECTV-A           DTV US        21,912.0   (3,377.0)   1,210.0
DISH NETWORK-A      DISH US       12,409.5      (55.6)     778.4
DISH NETWORK-A      EOT GR        12,409.5      (55.6)     778.4
DOMINO'S PIZZA      DPZ US           601.3   (1,365.7)      58.8
DUN & BRADSTREET    DNB US         1,903.8     (628.3)    (261.0)
EDGEN GROUP INC     EDG US           555.6     (154.7)     267.4
FIESTA RESTAURAN    FRGI US          364.8       (3.2)      (9.0)
FIFTH & PACIFIC     FNP US           796.8     (161.9)       9.7
FREESCALE SEMICO    FSL US         3,371.0   (4,472.0)   1,444.0
GENCORP INC         GY US            874.0     (171.3)      47.3
GLG PARTNERS INC    GLG US           400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US         400.0     (285.6)     156.9
GOLD RESERVE INC    GRZ US            78.3      (25.8)      56.9
GOLD RESERVE INC    GRZ CN            78.3      (25.8)      56.9
GRAHAM PACKAGING    GRM US         2,947.5     (520.8)     298.5
HCA HOLDINGS INC    HCA US        27,139.0   (7,324.0)   1,667.0
HUGHES TELEMATIC    HUTC US          110.2     (101.6)    (113.8)
HUGHES TELEMATIC    HUTCU US         110.2     (101.6)    (113.8)
INCYTE CORP         INCY US          293.6     (248.9)     133.9
IPCS INC            IPCS US          559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US          124.7      (64.8)       2.2
JUST ENERGY GROU    JE CN          1,543.0     (527.2)    (481.0)
JUST ENERGY GROU    JE US          1,543.0     (527.2)    (481.0)
LIMITED BRANDS      LTD US         6,616.0     (131.0)   1,526.0
LIN TV CORP-CL A    TVL US           804.7      (75.7)      47.4
LORILLARD INC       LO US          3,351.0   (1,666.0)     919.0
MARRIOTT INTL-A     MAR US         6,007.0   (1,124.0)  (1,287.0)
MEAD JOHNSON        MJN US         2,866.7      (28.5)     635.2
MERITOR INC         MTOR US        2,565.0     (945.0)     193.0
MERRIMACK PHARMA    MACK US           64.4      (43.6)      21.0
MONEYGRAM INTERN    MGI US         5,136.2      (92.5)     (16.2)
NATIONAL CINEMED    NCMI US          788.5     (347.4)     102.6
NAVISTAR INTL       NAV US        11,384.0     (407.0)   1,658.0
NB MANUFACTURING    NBMF US            -         (0.0)      (0.0)
NEXSTAR BROADC-A    NXST US          578.2     (179.9)      34.5
NOVADAQ TECHNOLO    NDQ CN            23.5       (3.9)       7.5
NPS PHARM INC       NPSP US          183.3      (54.4)     130.0
NYMOX PHARMACEUT    NYMX US            6.4       (5.2)       2.9
ODYSSEY MARINE      OMEX US           21.9      (14.2)     (13.9)
OMEROS CORP         OMER US           21.1      (12.7)       1.0
PALM INC            PALM US        1,007.2       (6.2)     141.7
PDL BIOPHARMA IN    PDLI US          235.0     (243.8)      56.6
PEER REVIEW MEDI    PRVW US            1.4       (3.4)      (3.8)
PLAYBOY ENTERP-A    PLA/A US         165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US           165.8      (54.4)     (16.9)
PRIMEDIA INC        PRM US           208.0      (91.7)       3.6
PROOFPOINT INC      PFPT US           64.7      (29.1)     (33.7)
PROTECTION ONE      PONE US          562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US          330.8      (67.6)      54.5
REGAL ENTERTAI-A    RGC US         2,307.0     (552.6)      46.5
RENAISSANCE LEA     RLRN US           57.0      (28.2)     (31.4)
REVLON INC-A        REV US         1,156.7     (679.6)     184.9
REXNORD CORP        RXN US         3,290.9      (80.8)     551.0
RURAL/METRO CORP    RURL US          303.7      (92.1)      72.4
SALLY BEAUTY HOL    SBH US         1,789.9      (69.2)     478.8
SINCLAIR BROAD-A    SBGI US        1,771.2      (87.2)       3.9
TAUBMAN CENTERS     TCO US         3,096.4     (275.8)       -
THERAPEUTICS MD     TXMD US            1.5       (3.4)      (1.3)
THRESHOLD PHARMA    THLD US           89.7      (77.4)      72.8
UNISYS CORP         UIS US         2,455.6   (1,240.4)     430.5
VECTOR GROUP LTD    VGR US           886.1     (132.7)     145.6
VERISIGN INC        VRSN US        1,882.8      (71.3)     831.1
VERISK ANALYTI-A    VRSK US        1,892.0      (10.3)    (147.7)
VIRGIN MOBILE-A     VM US            307.4     (244.2)    (138.3)
WEIGHT WATCHERS     WTW US         1,176.1   (1,856.8)  (1,057.9)


                            *********

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 ***