TCR_Public/120801.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 1, 2012, Vol. 16, No. 212

                            Headlines

38 STUDIOS: RI Agency Wants to Seize IP After $75M Loan Default
ABSOLUTE LIFE: Had $1.6 Million Net Loss in Feb. 29 Quarter
AFA FOODS: Receives More Time to File Bankruptcy Plan
AIRPORT HOSPITALITY: Case Summary & 12 Unsecured Creditors
ALEXANDER ANOLIK: Case Summary & 3 Unsecured Creditors

ALLIED SYSTEMS: U.S. Trustee Objects to Gowler Lafleur Payments
ALMA ROSA WINERY: Files for Chapter 11 in E.D. Calif.
AMERICAN AIRLINES: Seeks to Expand Paul Hastings Work
AMERICAN AIRLINES: Proposes Cooley for Sabre, Travelport Suits
AMERICAN AIRLINES: Hiring Kelly Hart for Trademark Issues

AMERICAN AIRLINES: Allows Cano to Prosecute Insurance Claim
AMERICAN AXLE: Reports $4.7 Million Net Income in Second Quarter
AMERICAN WEST: Asks to Settle Buyer Commitment Claims
AMES DEPARTMENT: Taps Proskauer Rose as Substitute Attorney
AMSCAN HOLDINGS: Parent Party City Now Controlled by Topco

ARCHANA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
ATP OIL: Bondholders Organizing for Potential Restructuring
AVENTINE RENEWABLE: Has Forbearance with Lenders Until Sept. 7
AVENTINE RENEWABLE: S&P Cuts Corporate Credit Rating to 'SD'
AVISTAR COMMUNICATIONS: Suspending Filing of Reports with SEC

AXESSTEL INC: Stockholders Elect Five Members to Board
B AND J THRIFTWAY: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Judge Blocks ERISA Claims in Liquidation
BERNARD L. MADOFF: Suits Belong in Europe, Banks Tell 2nd Circ.
BGC PARTNERS: Moody's Reviews 'Ba1' Senior Rating for Downgrade

BICENT HOLDINGS: Judge Tells Debtor to Fix Chapter 11 Plan
BLUE SKY ASSOCIATION: Case Summary & 7 Unsecured Creditors
BLUEBIRD GARDEN: Case Summary & 20 Largest Unsecured Creditors
BOYD ACQUISITION: Moody's Rates $350MM Sr. Unsec. Notes 'Caa1'
BROOKE CORP: Lawsuits v. CJD, Davidson-Babcock Proceed to Trial

BTA BANK: Loss Widened by $423 Million in June
CAMBRIDGE HEART: Files First Amendment to Form S-1
CANO PETROLEUM: Court Confirms Plan of Reorganization
CASTAIC PARTNERS: 847-Acre Property Owner Returns to Chapter 11
CELL THERAPEUTICS: CEO James Bianco Named as President

CELLFOR CORP: Monitor Seeks to End Chapter 15 Case
CENTRAL FALLS, R.I.: Disclosure Statement Gets Judge's Nod
CINRAM INTERNATIONAL: U.S. and Canadian Courts Have Okayed Sale
CLEAR CHANNEL: Enters Into New Employment Agreement with CEO
CLEARWIRE CORP: Files Form 10-Q, Incurs $145.8MM Net Loss in Q2

CONNAUGHT GROUP: Judge Approves Amended Disclosure Statement
CONSUMER PORTFOLIO: Incurred $512,000 Net Income in 1st Quarter
CONSTRUCTORA DE HATO: Amends Schedules of Assets and Liabilities
CONTINENTAL AIRLINES: S&P Gives 'B-' Rating on 2012 Revenue Bonds
COPANO ENERGY: S&P Cuts CCR to 'B+' on Lower Natural Gas Prices

CPM HOLDINGS: S&P Affirms 'B+' Corp. Credit Rating on Refinancing
CPM HOLDINGS: Moody's Rates First Lien Credit Facilities 'Ba3'
CROWN MEDIA: Reports $12 Million Net Income in Second Quarter
DANL LLC: Case Summary & 8 Largest Unsecured Creditors
DELTA PETROLEUM: Wants to Amend Services Agreement

DEWEY & LEBOEUF: Cuts Clawback Deal Offer to Ex-Partners to $90MM
DEWEY & LEBOEUF: Reports Assets, New Plan for Partner Paybacks
DIGITAL POST: Files Chapter 7 Petition
DYNEGY INC: Common Stock Delisted from NYSE
EAST COAST INVESTMENTS: Bankruptcy Case Stays in M.D. Fla.

EASTMAN KODAK: Google, Apple Among Bidders for Patents
EASTMAN KODAK: US Trustee Objects to Bonus Plan
EASTMAN KODAK: Patent Row With Apple Stays in Bankr. Court
EMIGRANT BANCORP: Fitch Affirms 'B-' Issuer Default Ratings
EMPIRE LAND: O'Melveny to Pay $2MM in Conflict-Of-Interest Suit

ENERGY CONVERSION: Chapter 11 Plan Confirmed
FAYCO RENTALS: Case Summary & Unsecured Creditor
FENDER MUSICAL: S&P Affirms 'B' CCR After Company Suspends IPO
FERRO CORP: S&P Cuts Corp. Credit Rating to 'B+'; Outlook Stable
FLETCHER INT'L: Wins Injunction Against Cayman Liquidators

FLYING EAGLE: Burr Pilger Raised Going Concern Doubt
FRONTIER LAND: Case Summary & 3 Unsecured Creditors
FUNCTIONAL RESTORATION: Chapter 7 Trustee Can Recover Legal Fees
GATEWAY CASINOS: Moody's Lowers Corp Family Rating to 'B2'
GENTA INC: To Amend First Quarter Form 10-Q

GENTA INC: Five Directors Elected at Annual Meeting
GREENMAN TECHNOLOGIES: Four Directors Elected at Annual Meeting
GULF COUNTY: Moody's Affirms 'Ba1' Rating on Ad Valorem Tax Bonds
HANMI FINANCIAL: Seven Directors Elected at Annual Meeting
HAWKER BEECHCRAFT: Judge Approves $2MM Employee Retention Plan

HAWKER BEECHCRAFT: To Pay Subcontractors Amid Sale, Plan Talks
HD SUPPLY: Moody's Assigns 'B2' Rating to "Add-On" 1st Lien Notes
HD SUPPLY: S&P Retains 'B+' Rating on $1.15BB First-Lien Notes
HERCULES OFFSHORE: Incurs $55 Million Net Loss in Second Quarter
HMC/CAH CONSOLIDATED: Separate Plans for Hospitals to Keep NOLs

HORIZON LINES: Enters Into COC Agreements with Executive Officers
ICOP DIGITAL: Suspending Filing of Reports with SEC
ISTAR FINANCIAL: Incurs $51.1 Million Net Loss in Second Quarter
JACKSON GREEN: U.S. Trustee Withdraws Motion to Convert Case
JEFFERSON COUNTY, AL: Bondholders Prepare for Fight While Talking

LBI MEDIA: Moody's Says Planned Note Exchange Limited Default
LEHMAN BROTHERS: $3.4-Bil. in Claims Traded May to June
LEHMAN BROTHERS: Senior Management Blamed for Bankruptcy
LEHMAN BROTHERS: Says Cash Flows May Reach $40.5 Billion
LEVEL 3 FINANCING: S&P Rates $1.415BB Term Loan Facilities 'B+'

LIGHTSTYLES LTD: Can't Use Susquehanna Bank Cash Collateral
LSP ENERGY: Judge Strikes Breakup Fee From Stalking Horse Deal
M & J: Case Summary & 20 Largest Unsecured Creditors
MF GLOBAL: Case Trustee Sees Full Recovery for US Customers
MOON VALLEY: Case Summary & 20 Largest Unsecured Creditors

MSR RESORT: Winthrop Affiliate Wants More Say in Plan for Resorts
NEW ENGLAND BUILDING: No Rival Plan Filed; Plan Hearing Sept. 11
OMEGA OPTICAL: Court to Issue Final Decree Only After Last Payment
OSAGE EXPLORATION: P. Hoffman's Stake Slightly Down to 9.9%
OXLEY DEVELOPMENT: Only Tangible Asset Foreclosed; Case Dismissed

PACESETTER FABRICS: Court Grants 120-Day Exclusivity Extension
PATRIOT COAL: Common Stock Delisted from NYSE
PENINSULA GAMING: S&P Gives 'CCC+' Rating on $350MM Senior Notes
PEREGRINE FIN'L: Trustee Still Investigating Shortfall Amount
PEREGRINE FIN'L: Brokerage Trustee Seeks to Reject Leases

PHILADELPHIA NEWSPAPERS: 3rd Circ. Nixes $2MM Defamation Claim
PINNACLE AIRLINES: AFA Elected as Flight Attendants Union
PITTSBURGH CORNING: Posts $462 Million Net Income in 2nd Quarter
PRINCE SPORTS: Chapter 11 Plan Wins Court Approval
PRIUM SPOKANE: Gets Fourth OK to Access Sterling Savings' Cash

RADIOSHACK CORP: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg
RAINBOW LAND: Plan Proposes 3 More Years of Breathing Space
RAINBOW LAND: Aug. 28 Hearing on Bank's Foreclosure Plea
RANCHER ENERGY: Incurs $882,928 Net Loss in 2011
RESIDENTIAL CAPITAL: Wiener Wants Stay Relief to Proceed With Suit

RESIDENTIAL CAPITAL: Wells Fargo Seeks to Pursue Suit
RESIDENTIAL CAPITAL: Aurora Bank Wants to Proceed With Suit
RESIDENTIAL CAPITAL: GMAC Sued Over False Claims Act
RG STEEL: Judge Denies Massey's Bid to Contract Suit
RHODE ISLAND: Pension Lawsuit Seen Risking Bankruptcies

RICHARD VAUGHAN: Case Summary & 20 Largest Unsecured Creditors
RITZ CAMERA: Court Approves Auction Schedule
ROOMSTORE INC: All Officers and Directors Resign
ROVI CORP: S&P Revises Outlook on 'BB-' CCR to Neg on Low Earnings
SEARCHMEDIA HOLDINGS: Signs MOU for Advertising Network

SEQUENOM INC: To Issue 5-Mil. Shares Under 2006 Incentive Plan
SIGNATURE GROUP: Fremont Founder Loses Battle for Board Seats
SKINNER ENGINE: Plan May Be Found Unconfirmable Without Hearing
SOLYNDRA LLC: Files Plan to Return Up to 6% to Unsec. Creditors
SP NEWSPRINT: Judges OKs $145 Million Stalking Horse Plan

STAR BUFFET: Contested Plan Confirmation Hearing on Oct. 22
STRIKE ENTERTAINMENT: Case Summary & 14 Unsecured Creditors
SYMS CORP: To Present Plan for Confirmation on Aug. 29
SYNCORA GUARANTEE: Moody's Review 'Ca' IFS Rating for Upgrade
TDS COMMERCIAL: Case Summary & 8 Unsecured Creditors

TE ROSLYN: Committee Suffers Setback in Fight Over Lease
THELEN LLP: Ex-Partners Settle Compensation Claims
THORNBURG MORTGAGE: Trustee Pays Banks $72MM to Settle Suit
TRAFFIC CONTROL: Receives OK of Fifth Street Finance Sale
TRANS-LUX CORP: Files Form S-1, Registers 31.8MM Common Shares

US INFRASTRUCTURE CORP: S&P Affirms 'B+' Corporate Credit Rating
UTSTARCOM INC: To Focus on Services and Divest IPTV Business
VFRS LLC: Court Freezes Assets Amid Forex Fraud Charges
VICTORVILLE, CA: Under SEC Probe Over Financial Practices
VOLKSWAGEN-SPRINGFIELD: BB&T Seeks OK of Settlement Agreement

W.R. GRACE: 55 Claims Transferred July 1 to 25
W.R. GRACE: Buys Brazilian Admixture Manufacturer
WASHINGTON MUTUAL: Liquidating Trust Distributes 927,800 Shares
WEST CORP: Files Form 10-Q, Posts $36.7MM Net Income in Q2
WESTMORELAND COAL: Appoints Michael Hutchinson to Board

WIZARD WORLD: Posted $303,900 Net Loss in 1st Quarter
WM BOLTHOUSE: S&P Keeps 'B' Issuer Credit Rating on Watch Positive
WORLD OF FITNESS: Case Summary & 17 Unsecured Creditors
WPCS INTERNATIONAL: Sells Two Operation Centers for $5.5 Million
ZALE CORP: Signs Second Amendment to BOA Credit Facility

ZALE CORP: Z Investment Discloses 25.6% Equity Stake

* Moody's Says Some Local Gov'ts May Feel Plant Closure Strain
* Moody's Says Pace of Sovereign Defaults Remains Moderate
* Canada Bankruptcies Rise 4.8% in May, Government Says

* Bankruptcy Vet Evan Hollander Joins Arnold & Porter
* Jones Day Adds Ex-Hunton & Williams Finance Partner B. Moorhead
* Steptoe & Johnson's George R. Calhoun Moves to Fried Frank

* Upcoming Meetings, Conferences and Seminars

                            *********

38 STUDIOS: RI Agency Wants to Seize IP After $75M Loan Default
---------------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that Rhode Island
Economic Development Corp. authorities are getting into the
videogame business the hard way, grabbing the remnants of former
Boston Red Sox pitcher Curt Schilling's troubled company out of
bankruptcy.

Lance Duroni at Bankruptcy Law360 reports that the Rhode Island
Economic Development Corp. asked a Delaware bankruptcy court for
permission to seize the intellectual property and other assets
backing its $75 million loan to 38 Studios LLC, the bankrupt video
game company founded by baseball ace Curt Schilling.

In the motion, Bankruptcy Law360 relates that the state agency
asked for relief from an automatic stay, primarily so it could
retrieve and preserve the only potentially valuable 38 Studios
assets ? unfinished video games and other intellectual property
stored on the company's computers.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


ABSOLUTE LIFE: Had $1.6 Million Net Loss in Feb. 29 Quarter
-----------------------------------------------------------
Absolute Life Solutions, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.59 million for the three months
ended Feb. 29, 2012, compared with net income of $4.78 million for
the three months ended Feb. 28, 2011.

For the six months ended Feb. 29, 2012, the Company reported a net
loss of $5.97 million, compared with net income of $15.83 million
for the six months ended Feb. 28, 2011.

Total other income decreased from $10,742,217 and $31,430,418 for
the three months and six months ended Feb. 28, 2011, respectively
to a loss of $1,349,234 and $8,909,317 for the three months and
six months ended February 29, 2012, respectively.

The Company's balance sheet at Feb. 29, 2012, showed
$91.87 million in total assets, $17.49 million in total
liabilities, and stockholders' equity of $74.38 million.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Absolute Life's ability to continue as a going concern following
the Company's results for the fiscal year ended Aug. 31, 2011.
The independent auditors noted that the Company that the continued
existence of the Company is dependent upon its ability to generate
profit from its life settlement investments and to meet its
obligations as they become due.  "The demand for and selling
prices of the Company's products, may not be sufficient to meet
cash flow expectations.  These conditions raise substantial doubt
about the Company?s ability to continue as a going concern."

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

                       http://is.gd/7dzePV

New York, N.Y.-based Absolute Life Solutions, Inc., is a specialty
financial services company engaged in the business of purchasing
life settlement contracts for long-term investment purposes.


AFA FOODS: Receives More Time to File Bankruptcy Plan
-----------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that AFA
Foods Inc. received bankruptcy-court permission to continue to
control its own destiny -- in bankruptcy, at least -- by getting
until the end of October to file its Chapter 11 plan.

As reported in the Troubled Company Reporter on July 24, 2012, AFA
Investment Inc., et al., asked the Bankruptcy Court to extend
their exclusive periods to file and solicit acceptances for the
proposed chapter 11 plan until Oct. 29, 2012; and Dec. 27,
respectively.  The Debtors explain that they continue to market
the assets of the New York Facility for sale.  The Debtor related
that they commenced these chapter 11 cases to pursue an
expeditious sale of substantially all of their assets to maximize
value for their estates and stakeholders.

                          About AFA Foods

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

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

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

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

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.


AIRPORT HOSPITALITY: Case Summary & 12 Unsecured Creditors
----------------------------------------------------------
Debtor: Airport Hospitality, LLC
        117 Saint Andrews Road
        Rincon, GA 31326

Bankruptcy Case No.: 12-41433

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

Scheduled Assets: $4,189,108

Scheduled Liabilities: $9,587,968

A copy of the Company's list of its 12 unsecured creditors is
available for free at http://bankrupt.com/misc/gasb12-41433.pdf

The petition was signed by Deepakumar Patel, managing member.


ALEXANDER ANOLIK: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: Alexander Anolik, a Professional Law Corporation
        dba Anolik Law Corproation
            Travellaw.com
        280 Round Hill Road
        Belvedere Tiburon, CA 94920

Bankruptcy Case No.: 12-32196

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Matthew D. Metzger, Esq.
                  BELVEDERE LEGAL, APC
                  605 Market Street, #505
                  San Francisco, CA 94105
                  Tel: (415)513-5980
                  E-mail: mmetzger@belvederelegal.com

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

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

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/canb12-32196.pdf

The petition was signed by Alexander Anolik, president.
Related entities that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Alexander Anolik and Yami Anolik
  aka Binyamina Anolik               11-30094            01/09/11


ALLIED SYSTEMS: U.S. Trustee Objects to Gowler Lafleur Payments
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the U.S. Trustee on
Monday balked at Allied Systems Holdings Inc.'s bid to retain a
Canadian law firm, alleging the company made preferential payments
to the firm that create a conflict of interest.

A Canadian Allied subsidiary paid more than $180,000 to Gowling
Lafleur Henderson LLP in the 90 days before the company's Chapter
11 filing, nearly half of which is avoidable as a preference
payment, according to an objection filed in Delaware bankruptcy
court cited by Bankruptcy Law360.

                         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 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.

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Allied Systems Holdings Inc. and Allied
Systems Ltd.  The Committee

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALMA ROSA WINERY: Files for Chapter 11 in E.D. Calif.
-----------------------------------------------------
Alma Rosa Winery & Vineyards, LLC, filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 12-12837) on July 27, 2012.

The Buellton, California-based winery is owned by Richard Sanford,
dubbed the father of Santa Barbara Pinot Noir and the first to
plant the vine there.  Stephanie Gleason, writing for Dow Jones
Newswires, says Alma Rosa is famous for its Pinot Noirs.  Dow
Jones says it is not clear what Chapter 11 means for the winery
and its wines.  Dow Jones notes the filing doesn't provide very
much information, but it does list Robert Szerwo among its
unsecured creditors with a $110,971 disputed claim for severance
pay. According to Mr. Szerwo's LinkedIn page, he?s Alma Rosa?s
business manager.

Judge Robin Riblet oversees the case.  Peter Susi, Esq., at Susi &
Gura, a Professional Corp., serves as the Debtor's counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  The petition was signed by J. Richard
Sanford, manager.


AMERICAN AIRLINES: Seeks to Expand Paul Hastings Work
-----------------------------------------------------
AMR Corp. and its affiliates ask the Court to expand the scope of
retention of Paul Hastings LLP as special counsel for the Debtors
to include services in certain litigation and antitrust matters
rendered and to be rendered by attorneys at Dewey & LeBoeuf LLP
who recently joined Paul Hastings.  The Debtors request approval
of Paul Hastings' retention and employment in connection with the
litigation and antitrust matters, nunc pro tunc to May 21, 2012.

The First Retention Order authorized Paul Hastings to (i) advise
the Debtors regarding matters of litigation, labor law, and
employment law, including but not limited to grievance
arbitrations, employment litigation, and collective bargaining
obligations under the Railway Labor Act; (ii) advise the Debtors
on all issues relating to labor or employment law as applied to a
debtor-in-possession under the Bankruptcy Code, including but not
limited to issues arising under Section 1113 of the Bankruptcy
Code; (iii) assist and counsel the Debtors in objecting to and
litigating any potential bankruptcy claims by employees and/or
unions; and (iv) such other issues as may be assigned by the
Debtors in relation to (i) through (iii).

On April 11, 2012, the Court entered an order approving the
Debtors' application to employ and retain Dewey & LeBoeuf as the
Debtors' special litigation counsel, nunc pro tunc to the
Commencement Date. Pursuant to the Dewey Retention Order, Dewey &
LeBoeuf was authorized to continue representing and defending the
Debtors on (i) nonbankruptcy litigation against Sabre Inc.,
Sabre Holdings Corp., and Sabre Travel International, Ltd. d/b/a
Sabre Travel Network in state district court in Tarrant County,
Texas and a separate but related lawsuit against Travelport
Limited and Travelport, L.P., Sabre, and Orbitz Worldwide
LLC in the Federal District Court for the Northern District of
Texas, (ii) various prepetition litigation matters unrelated to
the Debtors' chapter 11 cases, and (iii) antitrust counseling on
matters unrelated to these chapter 11 cases.

On May 21, 2012, Mary Jean Moltenbrey and certain other former
Dewey & LeBoeuf attorneys who were actively engaged in one or more
of the American Matters joined Paul Hastings.  Accordingly,
pursuant to this Supplemental Application, the Debtors request
authority to expand the scope of Paul Hastings' retention to
include the American Matters nunc pro tunc to May 21, 2012. If the
Debtors are unable to retain Paul Hastings in connection with the
American Matters, the Debtors, their estates, and all parties in
interest will be severely prejudiced, as the Debtors would, among
other things, lose the primary attorneys providing invaluable
experience and expertise on the American Matters.

Certain attorneys formerly with Dewey & LeBoeuf, who are also
actively engaged in the GDS Litigation, recently joined Cooley
LLP. These attorneys have primary responsibility for working with
certain of American's expert witnesses in the GDS Litigation, and
it would be most efficient for them to continue in this role. The
roles of the former Dewey & LeBoeuf attorneys are, and have been
throughout the litigation, fairly defined and separate. The
retention of both firms on the GDS Litigation will not result in
an increase in the total number of attorneys working on those
matters. Accordingly, the Debtors intend to submit a separate
application to employ and retain Cooley as special litigation
counsel in connection with the GDS Litigation.

Scott M. Flicker, Esq., a member of the law firm of Paul Hastings
LLP, says Paul Hastings intends to seek compensation for services
rendered and expenses incurred in connection with the American
Matters in accordance with the Fee Guidelines.  Paul Hastings
will charge the same hourly rates for the Dewey attorneys working
on the American Matters as the rates charged for these attorneys
while at Dewey & Leboeuf.  Paul Hastings will not seek
compensation for services rendered by Dewey & LeBoeuf on the
American Matters before May 21, 2012.

Mr. Flicker assures the Court his firm does not (a) represent or
hold any interest adverse to the Debtors or their estates with
respect to the American Matters; or (b) have any connection with
the Debtors, any creditors or other Parties in Interest, their
respective attorneys and accountants, or the U.S. Trustee or any
person employed by the Office of such United States Trustee.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Proposes Cooley for Sabre, Travelport Suits
--------------------------------------------------------------
AMR Corp. and its affiliated debtors asked Bankruptcy Judge Sean
H. Lane to approve the hiring of Cooley LLP as their special
counsel.

The move comes after Marc Schildkraut and certain other lawyers
of Dewey & LeBoeuf, AMR's special litigation counsel, joined
Cooley.  The lawyers have represented American Airlines Inc. in
its case against Sabre Inc. and another lawsuit against
Travelport and Orbitz Worldwide in Texas.

As special counsel, Cooley will provide legal assistance in
connection with the lawsuits, according to Randall White, AMR's
associate general counsel.

Cooley will charge AMR for its services on an hourly basis in
one-tenth hour increments.  It will also seek reimbursement for
its expenses.

The firm does not hold or represent any interest adverse to AMR,
its affiliated debtors and their estates, according to a
declaration by Marc Schildkraut, Esq., a partner at Cooley LLP.

A court hearing is scheduled for August 8.  Objections are due by
August 1.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Hiring Kelly Hart for Trademark Issues
---------------------------------------------------------
AMR Corp. and its affiliated debtors are seeking court approval to
hire Kelly Hart & Hallman LLP as their special litigation counsel.

Kelly Hart has served as AMR's "ordinary course" professional.
Its fees and expenses, however, have already exceeded the $50,000
monthly cap and are expected to exceed $500,000 over the course of
AMR's bankruptcy case.

The firm will continue to provide the same services, which include
representing AMR in trademark enforcement and labor dispute
lawsuits, and documenting aircraft financing deals.

In exchange for its services, Kelly Hart will be paid on an hourly
basis and will be reimbursed of its expenses.  The firm's hourly
rates range from $275 to $550 for partners; $195 to $345 for
associates; and $150 to $220 for paraprofessionals.

In a declaration, Dee Kelly Jr., managing partner at Kelly Hart,
disclosed the firm does not represent interests adverse to AMR and
its affiliated debtors.

A court hearing is scheduled for August 8.  Objections are due by
August 1.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Allows Cano to Prosecute Insurance Claim
-----------------------------------------------------------
AMR Corp. and Luis Cano inked an agreement to modify the automatic
stay to allow the claimant to prosecute his insurance claim.

Under the agreement, Mr. Cano may only seek to recover any
liquidated final judgment or settlement, or may only be paid with
respect to his claims from available insurance coverage under
AMR's insurance policies.

The agreement does not modify the automatic stay to permit the
claimant to recover from any party for intentional conduct or
punitive damages.

Separately, Judge Sean Lane approved another agreement between AMR
and Wilmington Trust Company.

Under the deal, AMR agreed that WTC won't be required to attach
documents to its proofs of claim.  Any documents referenced in
the proofs of claim will be provided to AMR upon written request,
according to the agreement.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AXLE: Reports $4.7 Million Net Income in Second Quarter
----------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $4.7 on $739.8 million of net sales
for the three months ended June 30, 2012, compared with net income
of $47.9 million on $686.2 million of net sales for the same
period during the prior year.

The Company reported net income of $55 million on $1.49 billion of
net sales for the six months ended June 30, 2012, compared with
net income of $84.5 million on $1.33 billion of net sales for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $2.44 billion
in total assets, $2.83 billion in total liabilities and a $394.7
million total stockholders' deficit.

"AAM's financial results for the second quarter of 2012 were
highlighted by strong sales growth driven by solid profitability
and positive free cash flow," said AAM's Co-Founder, Chairman of
the Board and Chief Executive Officer, Richard E. Dauch.  "AAM is
excited about the opportunity to make additional progress on our
profitable growth and business diversification initiatives as we
continue to support the launch of many new products, processes and
systems on a global basis in the near-term.  AAM's advanced
driveline technologies and high-quality, operationally-flexible
global manufacturing, engineering and sourcing footprint are the
key factors driving our success in growing AAM's new business
backlog, which now stands at approximately $1.2 billion for
programs launching from 2012 through 2014."

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

                        http://is.gd/vTtyCj

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

                           *     *     *

In January 2012, Fitch Ratings has affirmed the 'B+' Issuer
Default Ratings (IDRs) of American Axle & Manufacturing.

Fitch expects leverage to trend downward over the intermediate
term, however, as the company gains traction on its new business
wins.  Looking ahead, Fitch expects free cash flow to be
relatively weak, but positive, in 2012 with the steep ramp-up
in new business and as the company continues to make investments
in both capital assets and research and development work to
support growth opportunities in its customer base and product
offerings.  Beyond 2012, free cash flow is likely to strengthen
meaningfully as the new programs coming on line in the near term
begin to produce higher levels of cash.


AMERICAN WEST: Asks to Settle Buyer Commitment Claims
-----------------------------------------------------
Carla Main and Michael Bathon at Bloomberg News report that the
American West Development Inc., the bankrupt homebuilder, has
asked the U.S. Bankruptcy Court in Las Vegas, Nevada, for leave to
settle pricing commitment claims by homeowners without first
having hearings or giving notice to the court.  More than 25
homeowners have filed claims against the debtor based on price-
promise or price-guaranty incentives that the debtor and its units
offered from 2006 to 2008, American West said in court papers.
While American West disputes the claims, it said that settling
them "on fair and consistent terms" will be beneficial to the
administration of the bankruptcy estate.

According to the report, the Debtor also made a motion asking U.S.
Bankruptcy Judge Mike K. Nakagawa to approve a severance agreement
it has made with Corey Adcock, the debtor's former chief financial
officer until, it said in court papers.  Adcock held the position
from 2001 to July 20.  "Debtor has determined that it would be
best to make a management change at this time," and noted that
severance payments to Adcock are contingent upon his "continued
cooperation in accordance with the severance agreement," it said
in court papers.  American West was granted permission by the
court to file a complete copy of the severance agreement under
seal with the court.

Both motions are scheduled for hearings on Aug. 23.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


AMES DEPARTMENT: Taps Proskauer Rose as Substitute Attorney
-----------------------------------------------------------
BankruptcyData.com reports that Ames Department Stores filed with
the U.S. Bankruptcy Court a motion to retain Proskauer Rose
(Contact: Timothy Q. Karcher ) as substitute attorney at these
hourly rates: partner at $675 to $1,050, of counsel at $640 to
$825, associate at $295 to $750 and paraprofessional at 165 to
315.  The Debtors' former attorney, Dewey and LeBoeuf, filed for
Chapter 11 protection on May 28, 2012.

                   About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP; and Dewey & LeBoeuf LLP
represent the Debtors.  When the Company filed for protection
from their creditors, they reported $1,901,573,000 in assets
and $1,558,410,000 in liabilities.  The Company closed all of
its 327 department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

    http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

    http://bankrupt.com/misc/ames'_disclosure_statement.pdf

A hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.


AMSCAN HOLDINGS: Parent Party City Now Controlled by Topco
----------------------------------------------------------
Party City Holdings Inc., merged with and into PC Merger Sub,
Inc., pursuant to the Agreement and Plan of Merger dated as of
June 4, 2012, by and among Party City, Merger Sub, PC Topco
Holdings, Inc., and the stockholders' representatives party
thereto.  The merger was completed upon the filing of a
Certificate of Merger with the Secretary of State of the State of
Delaware.  As a result of the merger, Party City is now controlled
by Topco Holdings, an affiliate of Thomas H. Lee Partners, L.P.
Amscan Holdings, Inc., is a wholly-owned subsidiary of Party City.

The aggregate consideration paid in connection with the merger was
approximately $2.69 billion, which consideration was funded by a
combination of equity financing, the contribution of shares or
reinvestment in Holdings by existing holders, and debt financing.

                     Early Tender Offer Results

Amscan Holdings, Inc., announced the preliminary results for its
cash tender offer for any and all of its 8.75% Senior Subordinated
Notes due 2014.  Approximately $115.8 million aggregate principal
amount of the Notes were validly tendered and not validly
withdrawn prior to the early tender time of 5:00 p.m., New York
City time, on July 26, 2012.

All holders of Notes who validly tendered their Notes prior to the
Early Tender Time received total consideration of $1,003.75 per
$1,000.00 principal amount of Notes, which includes an early
tender payment of $30.00 per $1,000.00 principal amount of Notes,
plus any accrued and unpaid interest up to, but not including,
July 27, 2012.

The Company also is redeeming all outstanding Notes not tendered
pursuant to the Tender Offer on Aug. 27, 2012, in accordance with
the terms of the indenture governing the Notes.  The Notes will be
redeemed at a price of 100% of the principal amount of Notes being
redeemed plus accrued and unpaid interest on the principal amount
up to, but not including, the date of redemption.  Upon the
completion of the redemption, no principal amount of Notes will
remain outstanding.

                       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.


ARCHANA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Archana Hospitality, Inc.
        dba Days Inn
            Americas Best Value Inn
              Quality Inn
        2086 Highway 71
        Marianna, FL 32447

Bankruptcy Case No.: 12-50365

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Brian G. Rich, Esq.
                  BERGER SINGERMAN LLP
                  125 S. Gadsden Street, Suite 300
                  Tallahassee, FL 32301
                  Tel: (850) 561-3010
                  Fax: (850) 561-3013
                  E-mail: brich@bergersingerman.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/flnb12-50365.pdf

The petition was signed by Jitendra Bhakta, director.


ATP OIL: Bondholders Organizing for Potential Restructuring
-----------------------------------------------------------
ATP Oil & Gas Corp. fell to a record low July 27 after Bloomberg
News reported bondholders are organizing for a potential
restructuring, citing two people familiar with the matter.  The
Houston-based company has lost 81% of its market value this year.

One of the people, who declined to be identified because he's
involved in the process, said investors interviewed potential
advisers last week, Bloomberg reported after regular U.S. trading
closed July 26.  The process isn't public, he said.

"We expect either bankruptcy or an announcement of some sort from
somebody on a potential reorganization," Bob Bruce, manager of the
$350 million Bruce Fund Inc., which held about $9 million of the
11.875% notes as of March, said in a telephone interview July 26.
"We just keep our fingers crossed that a miracle will happen."

Mr. Bruce said he hadn't heard from any bondholder group or
advisers.

                           About ATP Oil

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

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

                           *     *     *

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


AVENTINE RENEWABLE: Has Forbearance with Lenders Until Sept. 7
--------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., and each of its
subsidiaries, entered into separate forbearance agreements with
Citibank, N.A., and Wells Fargo Capital Finance, LLC.

Citibank is the administrative agent and collateral agent under
the Senior Secured Term Loan Credit Agreement dated Dec. 22, 2010.
Wells Fargo is the administrative agent, collateral agent and sole
lender under the Amended and Restated Credit Agreement dated
July 20, 2011.

Under the Forbearance Agreements, the Lenders agreed not to take
any action to enforce any rights or remedies under the Loan
Agreements which may result from the potential events of default.
Both Forbearance Agreements will terminate on the earlier of (i)
Sept. 7, 2012, or (ii) the occurrence of a further event of
default under the Term Loan Agreement and Revolving Credit
Agreement or the occurrence of certain other events specified in
the Term Loan and Revolving Credit Forbearance.

In consideration for the Term Loan Forbearance, Aventine has
agreed to pay to Required Lenders (i) a forbearance fee of 1% of
the outstanding principal balance of loans under the Term Loan
Agreement, which fee will be paid in kind and (ii) the default
interest rate on the outstanding principal balance of the loans
under the Term Loan Agreement from the date of the Term Loan
Forbearance until Aventine is no longer in default under the Term
Loan Agreement, which interest will be paid in kind.

Aventine has also agreed to pay to Wells Fargo (i) a cash
forbearance fee equal to $91,566.38 which will be payable on
Sept. 7, 2012, and (ii) the default interest rate on the
outstanding obligations under the Revolving Credit Agreement.

                     About Aventine Renewable

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

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

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

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

                           *     *     *

As reported by the TCR on July 20, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aventine Renewable
Energy Holdings Inc. to 'CC' from 'CCC+'.  "The downgrade reflects
the company's uncertain liquidity following its announcement that
on July 6, 2012, it entered into an amendment to its credit
agreement that could effectively prevent it from drawing on its
revolving credit facility and letters of credit," said Standard &
Poor's credit analyst Matthew Hobby.

In the July 23, 2012, edition of the TCR, Moody's Investors
Service downgraded Aventine Renewable Energy Holdings Inc.'s
Corporate Family Rating (CFR) and Probability of Default Rating to
Caa3 from Caa1.  The downgrade reflects Aventine's weakened
liquidity due to expected reduction in unrestricted cash balances,
dramatic increase in corn prices resulting from ongoing severe
drought in the main corn producing areas in the US, decrease in
crude oil prices, and reduction in discount between ethanol and
gasoline prices that could reduce demand for corn-based ethanol.


AVENTINE RENEWABLE: S&P Cuts Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Aventine Renewable Energy Holdings Inc. to 'SD' from
'CC'. "We also lowered our rating on the company's senior secured
debt due December 2015 ($215.9 million outstanding as of March
31, 2012) to 'D' from 'CCC-'. The recovery rating on the $225
million senior secured term notes is unchanged at '2'," S&P said.

"The rating action follows the waiver of a scheduled interest
payment on July 31, 2012. Although Aventine received a debt
forbearance with lenders and lenders will not consider a missed
interest payment to be an event of default, this constitutes a
default under our criteria," S&P said.


AVISTAR COMMUNICATIONS: Suspending Filing of Reports with SEC
-------------------------------------------------------------
Avistar Communications Corporation filed a Form 15 with the U.S.
Securities and Exchange Commission notifying of its suspension of
its duty under Section 15(d) to file reports required by Section
13(a) of the Securities Exchange Act of 1934 with respect to its
common stock, par value $0.001 per share.  There were only 71
holders of the common stock as of July 26, 2012.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

The Company reported a net loss of $6.43 million in 2011, compared
with net income of $4.45 million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$3.25 million in total assets, $17.31 million in total liabilities
and a $14.05 million total stockholders' deficit.


AXESSTEL INC: Stockholders Elect Five Members to Board
------------------------------------------------------
Axesstel, Inc., held its annual meeting of stockholders on
July 26, 2012.  The Company's stockholders elected to the Board of
Directors each of Mark D. Fruehan, Richard M. Gozia, Patrick Gray,
Osmo Hautanen and Clark Hickock to serve until the next annual
meeting of stockholders and until their respective successors are
duly elected and qualified.  The stockholders also ratified the
appointment of Gumber Savett, Inc., to serve as the Company's
registered independent accounting firm for the fiscal year ending
Dec. 31, 2012.

                        About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.

The Company's balance sheet at March 31, 2012, showed
$13.01 million in total assets, $24.16 million in total
liabilities, all current, and a $11.14 million in total
stockholders' deficit.

The Company's independent auditors expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2011 results.  Gumbiner Savett Inc., in
Santa Monica, Calif., noted that although the Company generated
net income in 2011, the Company has historically incurred
substantial losses from operations and the Company may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next twelve months.
Additionally, there is uncertainty as to the impact that the
worldwide economic downturn may have on the Company's operations.


B AND J THRIFTWAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: B and J Thriftway, Inc.
        dba B&J Thriftway, Inc.
            B&J Country Mart
        P.O. Box 519
        Tonganoxie, KS 66086

Bankruptcy Case No.: 12-22020

Chapter 11 Petition Date: July 25, 2012

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

Judge: Dale L. Somers

Debtor's Counsel: Colin N. Gotham, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  E-mail: colin@evans-mullinix.com

Scheduled Assets: $3,008,267

Scheduled Liabilities: $2,133,108

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ksb12-22020.pdf

The petition was signed by James Gambrill, president.


BERNARD L. MADOFF: Judge Blocks ERISA Claims in Liquidation
-----------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that retirement plans
and retirees who invested indirectly in Bernard L. Madoff
Investment Securities LLC cannot recover funds from the firm's
liquidation under the Employee Retirement Income Security Act, a
New York federal judge ruled Wednesday, dealing a blow to Ponzi
scheme victims.

Bankruptcy Law360 relates that U.S. District Judge Denise Cote
said two types of investors -- individuals who participated in
ERISA-regulated retirement plans that invested with BLMIS, and
retirement plans that invested with BLMIS account holders -- could
not be considered customers of the defunct firm.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Suits Belong in Europe, Banks Tell 2nd Circ.
---------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that Italian bank
Unicredit SPA and Austrian banker Sonja Kohn urged the Second
Circuit on Tuesday to affirm a district court's dismissal of a
previously consolidated class action brought by investors in
foreign funds who allegedly lost billions in Bernard L. Madoff's
ponzi scheme, saying the underlying suits belong in European
courts.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BGC PARTNERS: Moody's Reviews 'Ba1' Senior Rating for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Cantor Fitzgerald,
L.P. (senior at Baa3) and its affiliate BGC Partners Inc. (senior
at Ba1) on review for possible downgrade.

Ratings Rationale

The review will focus on future profitability at Cantor Fitzgerald
and BGC Partners, as well as the risks posed by management's
diversification strategy in the current operating environment.
Economic uncertainty has reduced origination and trading volumes
in many primary and secondary capital markets which has depressed
revenues and profitability at many capital markets firms.
Therefore executing Cantor's diversification strategy has become
more difficult, as many intermediaries compete for a reduced
revenue pool. Furthermore, many global financial institutions
(many of whom are Cantor and BGC Partners customers) remain under
pressure -- particularly within Europe - an important region for
Cantor.

Over the past several years, Cantor Fitzgerald's strategy has been
to expand its investment banking, sales and trading businesses to
supplement its traditional inter-dealer brokerage franchise
conducted through BGC Partners. Moody's believes management has
been pursuing the opportunity presented by the reduction in
capacity amongst capital markets intermediaries following the 2008
financial crisis, and also to protect against declining operating
margins in the inter-dealer brokerage business.

Although management's strategy has added revenues in the past five
years, it will also continue to test Cantor's risk and expense
control disciplines. While much of the emphasis has been on
growing fee-based businesses (such as the acquisition of real-
estate broker Newmark in 2011) and on sales and distribution of
liquid products, Cantor has also selectively expanded into less-
liquid asset classes. For example in 2010, Cantor set up a joint
venture to originate, warehouse and securitize commercial
mortgage-backed securities.

For Cantor Fitzgerald as a whole, annual profitability has
declined since 2009. "The difficult operating environment and the
cost of investment in new businesses recently has not produced
operating margins consistent with an investment grade rating at
Cantor Fitzgerald and we do not expect the firm to achieve a low-
teens pretax margin in 2012." said Peter Nerby, a Moody's Senior
Vice-President.

An additional consideration will be the liquidity and granularity
of Cantor Fitzgerald's substantial matched repo book, which
contributes to its high balance sheet leverage. To date, Cantor
has successfully controlled the risks of the matched book by
financing high-quality collateral with conservative haircuts and
maintaining sources of alternate liquidity for its available
collateral.

To some extent, these business strategy, leverage and
profitability concerns are mitigated by Cantor's generally liquid
balance sheet and historically disciplined approach to managing
risks, which is supported by the incentives inherent to the firm's
partnership structure. For example, when making markets, Cantor
emphasizes distribution and limits accumulation of aged inventory
and BGC Partners' commission -- driven business model results in
limited balance sheet risk.

Cantor Fitzgerald L.P. is a private limited partnership and does
not make its financial results public. Its publically traded
affiliate BGC Partners Inc, suffered from negative operating
leverage in 2Q12 (revenues rose 23% but expenses rose 30% compared
to the year earlier period) and reported net income of $2 million
($0.01 per share) for the quarter ended June 30, 2012.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.


BICENT HOLDINGS: Judge Tells Debtor to Fix Chapter 11 Plan
----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware judge
held up confirmation of Bicent Holdings LLC's Chapter 11 plan
Monday, finding that while the power plant operator's
reorganization was confirmable for the most part, the releases and
exculpation provided were far too broad as currently written.

The prepackaged deal came under fire from two sources, with the
U.S. Trustee objecting to the plan's "expansive" releases to
nondebtor parties and its exculpation clause encompassing
nonfiduciary parties, and creditor Lea Power Partners LLC
protesting that the plan took advantage of unsecured creditors.

                        About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9 percent-
owned by Beowulf (Bicent) LLC.

Bicent Power LLC disclosed $7.022 million in assets and
$308 million in liabilities in its schedules.  The schedule was
filed before the June 22 deadline.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.

Bicent scheduled a July 30 confirmation hearing for approval of a
reorganization plan worked out before bankruptcy.  The plan calls
for transferring ownership of its two power plants in California
to secured lenders.  The plan is supported by holders of more than
two-thirds of the first- and second-lien debt.  Holders of
mezzanine debt owed $65.2 million are to receive nothing.
Likewise, general unsecured creditors with $25.4 million in claims
are to have no recovery.


BLUE SKY ASSOCIATION: Case Summary & 7 Unsecured Creditors
----------------------------------------------------------
Debtor: Blue Sky Association LLC
        6001 E. Edinger Avenue
        Huntington Beach, CA 92647

Bankruptcy Case No.: 12-18922

Chapter 11 Petition Date: July 25, 2012

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

Judge: Theodor Albert

Debtor's Counsel: Thomas Christy, Esq.
                  9750 Miramar Road, Suite 215
                  San Diego, CA 92126
                  Tel: (858) 586-0486

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

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

A copy of the Company's list of its seven unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-18922.pdf


BLUEBIRD GARDEN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bluebird Garden Co, Limited Partnership
        fdba Blue Housing Concepts, Corp.
        2622 Rimpacific Circle
        Las Vegas, NV 89146

Bankruptcy Case No.: 12-18723

Chapter 11 Petition Date: July 25, 2012

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

Judge: Mike K. Nakagawa

Debtor's Counsel: A.J. Kung, Esq.
                  KUNG & BROWN
                  214 South Maryland Parkway, Suite A
                  Las Vegas, NV 89101
                  Tel: (702) 382-0883
                  Fax: (702) 382-2720
                  E-mail: ajkung@ajkunglaw.com

Scheduled Assets: $1,820,700

Scheduled Liabilities: $3,097,142

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-18723.pdf

The petition was signed by Peter Chang, general partner.


BOYD ACQUISITION: Moody's Rates $350MM Sr. Unsec. Notes 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Boyd
Acquisition Sub, LLC's proposed $350 million 5.5-year senior
unsecured notes. The company's B2 Corporate Family and Probability
of Default ratings were affirmed, along with the Ba2 rating on the
its $50 million revolver and B1 rating on its $825 million first
lien term loan. The rating outlook is stable.

Boyd Acquisition Sub, LLC was created to fund Boyd Gaming
Corporation's ("Boyd"; B2, stable) pending acquisition of
Peninsula Gaming, LLC ("Peninsula"; B2, stable). On May 16, 2012,
Boyd announced that it had signed an agreement to acquire
Peninsula for $1.45 billion in cash and debt. At that time, Boyd
publicly stated that it intended to fund the transaction with $200
million in cash, approximately $1.2 billion in mostly pre-payable
bank debt at Boyd Acquisition Sub, LLC, the subsidiary for which
Boyd has obtained committed financing, and a $144 million seller
note provided by Peninsula.

Proceeds from the proposed $350 million senior notes will be used
to partly fund Boyd's acquisition of Peninsula. Moody's ratings on
Boyd Acquisition Sub, LLC assume the acquisition will close and be
funded according to Boyd's publicly stated financing plan. The
proposed credit facility is expected to close and fund
simultaneously with the closing of the acquisition, which is
currently scheduled to close by December 31, 2012. Upon closing,
Boyd Acquisition Sub, LLC will be a 100% wholly-owned unrestricted
subsidiary of Boyd, and will be merged into Peninsula Gaming, LLC
who will assume all the obligations of Boyd Acquisition Sub LLC.

The bond indentures of Peninsula's existing senior secured notes
due 2015 and senior unsecured notes due 2017 contain change of
control provisions that would require the company to repurchase
all bonds outstanding if the proposed acquisition is completed. If
the bonds are paid in full, Moody's will withdraw all ratings on
Peninsula in accordance with Moody's policies on rating
withdrawals. In the interim, Peninsula's ratings will continue to
be based on the company's stand-alone fundamentals and underlying
credit attributes, adjusted as circumstances warrant.

New Rating Assigned:

Proposed $350 million 5.5 year senior unsecured notes at Caa1
(LGD 5, 81%)

Ratings Affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2

$50 million 5-year super priority revolver at Ba2 (LGD 1, 1%)

$825 million 5-year first lien term loan at B1 (LGD 3, 33%)

Ratings Rationale

The B2 Corporate Family Rating reflects Boyd Acquisition Sub,
LLC's high pro forma leverage of about 6.7 times. This is a direct
result of the 7.6 times purchase price multiple. This multiple is
based on a $200 million run-rate EBITDA amount for Peninsula which
incorporates a full-year estimate of its Kansas Star casino
facility (opened December 2011) less $10 million of corporate
expenses.

Positive rating consideration is given to the successful ramp-up
and favorable outlook of Peninsula's Kansas Star Casino. Moody's
expects this property will continue to benefit from limited amount
of direct competition, generate a relatively high property-level
EBITDA margin, and soon become Peninsula's largest revenue and
EBITDA contributor. Also considered is the strong performance of
the company's Iowa casinos that currently account for about 43% of
Peninsula's consolidated net revenue and about 38% of the
company's consolidated property-level EBITDA.

The Caa1 rating on the proposed $350 million term loan, two-
notches below Boyd Acquisition Sub, LLC's Corporate Family Rating,
considers the $875 million of senior secured bank debt that ranks
senior to the proposed notes. The affirmation of the B1 rating on
the $825 million term loan, one notch above the B2 Corporate
Family Rating, considers the pro forma credit support that will be
provided by the proposed $350 million senior unsecured notes and
the $144 million seller note (unrated) that will also be part of
the acquisition financing. The affirmation of the Ba2 rating on
the $50 million revolver considers that while it shares the same
collateral as the term loan, it has a super priority status over
the term loan.

The stable rating outlook incorporates Moody's view that while
Peninsula's EBITDA will grow, and the company is expected to
generate a meaningful amount of free cash flow, debt/EBITDA will
likely remain above 5.5 times during the next two years, a level
that is consistent with a 'B' category Corporate Family Rating,
according to Moody's Global Gaming methodology. The stable outlook
also considers Moody's view that Boyd will ultimately engage in a
separate and distinct financing sometime after the initial
acquisition closes that will allow the company to fold the
Peninsula assets into its restricted group structure. Given
Moody's understanding of Boyd's longer-term plans to fold
Peninsula into its restricted group structure sometime after the
acquisition closes, a higher rating is not likely in the
foreseeable future. A lower rating could occur if Peninsula's
stand-alone results deteriorate materially for any reason prior to
the acquisition becoming effective. Ratings could also be lowered
if it appears that Peninsula as a stand-alone entity will not be
able to improve its leverage over the next 12-month period.

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

Boyd Acquisition Sub, LLC, is a 100% wholly owned subsidiary of
Boyd Gaming Corporation and was created to fund Boyd Gaming
Corporation's pending acquisition of Peninsula Gaming, LLC. Upon
acquisition closing, Boyd Acquisition Sub, LLC will remain a 100%
wholly-owned unrestricted subsidiary of Boyd, and will be merged
into Peninsula Gaming, LLC.

Peninsula Gaming, LLC is an owner and operator of five locals-
oriented gaming properties, two of which are located in Iowa, two
in Louisiana and the recently opened Kansas Star Casino in
Mulvane, Kansas.

Boyd Gaming Corporation wholly owns and operates gaming and
entertainment facilities located in Nevada, Mississippi, Illinois,
Louisiana, and Indiana. Boyd also has a 50% partnership interest
in Marina District Finance Company, Inc., a non-recourse joint
venture that owns and operates the Borgata Hotel Casino in
Atlantic City, New Jersey.


BROOKE CORP: Lawsuits v. CJD, Davidson-Babcock Proceed to Trial
---------------------------------------------------------------
Bankruptcy Judge Dale L. Somers denied the motions for summary
judgment filed by defendants in the lawsuit, CHRISTOPHER J.
REDMOND, Chapter 7 Trustee of Brooke Corporation, Brooke Capital
Corporation, and Brooke Investments, Inc., Plaintiff, v. CJD &
ASSOCIATES a/k/a Davidson-Babcock, Defendant; and CHRISTOPHER J.
REDMOND, Chapter 7 Trustee of Brooke Corporation, Brooke Capital
Corporation, and Brooke Investments, Inc., Plaintiff, v. DAVIDSON-
BABCOCK, INC., a/k/a CJD & Associates, Defendant, Adv. Proc. Nos.
11-06236, 11-6238 (Bankr. D. Kan).

The Chapter 7 Trustee seeks to avoid allegedly preferential
transfers and fraudulent conveyances to CJD of roughly $8.6
million.  The complaints against the two Defendants are identical,
with the exception of the addition in the Amended Complaint
against D-B of allegations that it is liable for the allegedly
avoidable transfers to CJD as the successor in interest to CJD.
Although discovery is far from complete, the Defendants move for
summary judgment on three defenses -- judicial estoppel, strict
foreclosure, and waiver.  The Chapter 7 Trustee opposes the
motions based upon both the substantive law and because of the
presence of material factual disputes.

CJD is represented in the lawsuit by:

          Paul D. Sinclair, Esq.
          Brendan L. McPherson, Esq.
          POLSINELLI SHUGHART PC
          Twelve Wyandotte Plaza
          120 W. 12th Street
          Kansas City, MO 64105
          Tel: 816-395-0697
          Fax: 816-374-0509
          E-mail: psinclair@polsinelli.com
                  bmcpherson@polsinelli.com

A copy of the Court's July 26, 2012 Memorandum Opinion and Order
is available at http://is.gd/yWugzufrom Leagle.com.

                        About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--
was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets
of $512,855,000 and debts of $447,382,000.

On Oct. 29, 2008, the Court granted a motion to jointly administer
the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke
Investment with the Brooke Corporation bankruptcy case being the
lead case.

The case was converted to Chapter 7 on June 29, 2009.  Christopher
J. Redmond was named Chapter 7 Trustee.  He is represented by:

          Benjamin F. Mann, Esq.
          John J. Cruciani, Esq.
          Michael D. Fielding, Esq.
          HUSCH BLACKWELL LLP
          4801 Main Street, Suite 1000
          Kansas City, MO 64112
          Tel: 816-983-8126
          Fax: 816-983-8080
          E-mail: benjamin.mann@huschblackwell.com
                  john.cruciani@huschblackwell.com
                  michael.fielding@huschblackwell.com


BTA BANK: Loss Widened by $423 Million in June
----------------------------------------------
Carla Main and Michael Bathon at Bloomberg News report that BTA
Bank extended its year-to-date loss last month amid plans to
restructure debt for the second time in as many years.  The net
loss widened by 63.5 billion tenge ($423 million) from May to 1.37
trillion tenge in the year through June, the central bank's
financial oversight committee said in a monthly report on its
website. Liabilities of 2.66 trillion tenge exceeded assets by
1.21 trillion tenge, according to the Almaty-based regulator.  BTA
said talks began last month on its proposed debt overhaul with the
creditors' steering committee after the state-owned lender failed
to make an interest payment on its July 2018 dollar bonds in
January.

                          About BTA Bank

BTA Bank JSC, a Kazakhstan-based financial institution, again
filed for creditor protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-12-13081) on July
16, 2012, in U.S. Bankruptcy Court in Manhattan.  BTA Bank is
asking the U.S. court to recognize the proceeding in the
Specialized Financial Court of Almaty City in the Republic of
Kazakhstan as a "foreign main proceeding."

BTA Bank estimated both debt and assets of more than $1 billion.

BTA Group -- comprised of BTA Bank and its subsidiaries and
affiliated companies -- is one of the leading banking groups in
the Commonwealth of Independent States and has affiliated banks
in Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and
Turkey.

As of May 1, 2012, BTA Bank was the third largest bank in the
Republic of Kazakhstan by total assets with a market share of
10.9%, serving approximately 710,218 retail customers, 73,200
small and middle business customers and 1,397 corporate
customers, most of which reside or are registered, or maintain
their operations, inside Kazakhstan.  As of May 1, 2012, the Bank
employed 5,290 people inside and 2 people outside Kazakhstan.

In 2009, investigations and proceedings were launched in the
Republic of Kazakhstan, the United Kingdom, and elsewhere in
relation to fraudulent and unlawful transactions entered into by
the Bank's former management prior to February 2009 which, it
transpires, caused the Bank very significant losses.

On Oct. 7, 2009, the Bank applied to the Financial Court for an
order to commence a restructuring.  The foreign representative in
2010 filed a petition (Bankr. S.D.N.Y. Case No. 10-10638) in
Manhattan and the judge granted a petition for recognition of the
Kazakhstan proceeding as "foreign main proceeding.

The Kazakhstan proceedings were closed in August 2010 after all
distributions were made.  The Chapter 15 case was closed in
January 2011.  Creditors whose claims were restructured received
a mixture of cash, senior debt, subordinated debt, other forms of
debt, equity and so-called recovery units  in consideration for
the restructuring of their claims.

Since the beginning of 2011, the Bank's financial situation,
however, has deteriorated despite measures undertaken by
management.  A high cost of funding and fierce competition among
Kazakhstan banks for business led to a steep deterioration in the
Bank's net interest margin, the measure of the difference between
the interest income generated by the Bank and the amount of
interest paid out to its lenders, relative to the amount of its
(interest-earning) assets.  Due to the subdued business
environment and cumbersome legal procedures, recoveries on non-
performing loans were considerably lower than expected. As a
result, the Bank showed a total negative equity under
International Financial Reporting Standards of KZT 216 billion
(US$1.5 billion) by June 30, 2011, which worsened to an estimated
IFRS consolidated equity deficit of KZT 367 billion (US$2.5
billion) at year end and has continued to worsen in 2012.

Considering the Bank's financial situation and the need to
restore the IFRS Tier 1 capital position, the Bank commenced
discussions with its creditors in order to effect a second
restructuring of all or part of its financial indebtedness under
Kazakhstan laws.

The Bank on April 5, 2012, formally agreed to the creation of a
steering committee of creditors to coordinate further discussions
in relation to the Restructuring.  The Steering Committee
selected Houlihan Lokey and Deloitte as joint financial advisers
and Baker & McKenzie as legal adviser.

On April 25, 2012, the Bank's board of directors resolved to
initiate the Restructuring.  On April 28, the Bank entered into
an agreement on restructuring with the National Bank of
Kazakhstan pursuant to Article 59-3(3) of the Kazakhstan Banking
Law.  On April 28, after obtaining a review and comments from the
Steering Committee's advisers, the Bank submitted a draft
restructuring plan to the National Bank of Kazakhstan. After the
National Bank of Kazakhstan completed its review, the way was
clear for the Bank to seek a Financial Court order opening a
restructuring proceeding under Kazakhstan law.

The Bank made an application for restructuring under the Banking
Law, the Civil Procedural Code and the Amending Law on May 2,
2012.

The second restructuring will be effected through the
restructuring of the existing claims arising from the financial
instruments issued during the first restructuring.  The
Restructuring is expected to be completed by Sept. 27, 2012.

The Chapter 15 petition was filed to prevent creditors from
seeking to take action against the Bank or its assets in the
United States.  The Bank's principal assets in the United States
are balances in accounts of correspondent banks located in New
York City.  Its major American creditors are financial
institutions, such as Deere Credit Inc, Goldman Sachs Lending
Partners LLC, LM Moore, L.P., PNC Bank N.A. (formerly National
City Bank Cleveland).

The Steering Committee of Creditors comprises Ashmore Investment
Management Limited (as agent for and on behalf of certain funds
and accounts for which it acts as investment adviser), the Asian
Development Bank, D.E. Shaw Oculus International, Inc. and D.E.
Shaw Laminar International, Inc., Gramercy Funds Management LLC,
J.P. Morgan Securities Ltd., Nomura International plc, The Royal
Bank of Scotland plc, SAM Salute Advisors Ltd., Swedish Export
Credits Guarantee Board - EKN and VR Capital Group Ltd. in its
capacity as General Partner of VR Global Partners, L.P

BTA Bank is represented in the U.S. by Evan C. Hollander, Esq.,
at White & Case LLP.

Judge James M. Peck oversees the Chapter 11 case.


CAMBRIDGE HEART: Files First Amendment to Form S-1
--------------------------------------------------
Cambridge Heart, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to the Form S-1 relating to resale by
the selling stockholders of up to 65,098,883 shares of the
Company's common stock, consisting of:

    (i) 30,954,536 shares of the Company's common stock currently
        issuable upon the conversion of senior secured convertible
        promissory notes that were issued in a private placement
        that the Company completed in January, February and May
        2012;

   (ii) 3,189,811 shares of the Company's common stock that may be
        issued as interest on the senior secured convertible
        promissory convertible notes issued in the 2012 private
        placement financing; and

  (iii) 30,954,536 shares of the Company's common stock currently
        issuable upon the exercise of warrants that were issued in
        the 2012 private placement financing.

The Company is not selling any shares of common stock in this
offering and, therefore, will not receive any proceeds from this
offering.  The Company will, however, receive the exercise price
of the warrants if and when these warrants are exercised by the
selling stockholders.  The Company will bear all of the expenses
and fees incurred in registering the shares offered by this
prospectus.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "CAMH."  The last reported sale price for the
Company's common stock on the OTC Bulletin Board on June 1, 2012,
was $0.069 per share.

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

                        http://is.gd/Kv9rOp

                       About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.54 million in total assets, $4.68 million in total liabilities,
$12.74 million in convertible preferred stock, and a
$14.89 million total stockholders' deficit.


CANO PETROLEUM: Court Confirms Plan of Reorganization
-----------------------------------------------------
The Bankruptcy Court entered an order approving and confirming the
Second Amended Joint Plan of Reorganization of Cano Petroleum,
Inc., and its subsidiaries and approving the Stock Purchase
Agreement, dated as of March 7, 2012, by and among NBI Services,
Inc., and the Debtors, and authorizing the consummation of the
transaction contemplated thereby.  A copy of the Plan as confirmed
is available for free at http://is.gd/h2kwJf

The Plan is not yet effective.  Consummation of the Plan is
subject to certain conditions that must be satisfied prior to the
effective date of the Plan.

Prior to filing the Chapter 11 case, the Debtors and NBI Services
entered into the Stock Purchase Agreement.  The Chapter 11 case
contemplated approval of a marketing process in which NBI Services
would be the "stalking horse" and the Company would be permitted
to solicit higher or better bids for its assets and businesses.
As there was not a higher or better bid for the Company's assets
or businesses and the Bankruptcy Court approved the Plan, all
existing capital stock, including the Company's Common Stock and
Series D Convertible Preferred Stock, will be cancelled, and,
pursuant to the Stock Purchase Agreement as approved by the
Bankruptcy Court under the Confirmation Order, NBI Services will
purchase all of the newly issued shares of common stock that will
be issued by the reorganized Company pursuant to the Plan in
exchange for $47.5 million, which will be distributed to creditors
in accordance with the Plan.

Upon the occurrence of the Effective Date, the Debtors will be
deemed consolidated solely for the limited purposes of
distribution.

The Plan provides for the creation of a liquidating trust with a
term of three years commencing on the Effective Date, subject to
early termination or extension with approval of the Bankruptcy
Court.

On the Effective Date, (a) Donald W. Niemiec, Garrett Smith and
James R. Latimer III will cease to be directors of the Company;
(b) James R. Latimer III will cease to be Chief Executive Officer
of the Company; and (c) John H. Homier will cease to be the Chief
Financial Officer of the Company.

                        About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum disclosed
$1.16 million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.


CASTAIC PARTNERS: 847-Acre Property Owner Returns to Chapter 11
---------------------------------------------------------------
Castaic Partners, LLC, filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-36123) in Los Angeles on July 30, 2012.

The Debtor disclosed assets of $29.5 million and liabilities of
$23.98 million as of the Chapter 11 filing.

The Debtor owns 847 acres of unimproved land by Tapia Canyon Road,
in Castaic, California.  Compass USA SPE LLC has a $22 million
claim secured by a deed of trust on the property.  The County of
Los Angeles is owed $1.98 million for unpaid property taxes on the
property.

According to the statement of financial affairs, the Debtor did
not generate any income from its ownership of the property during
the two years immediately preceding the Chapter 11 filing.

The Debtor is defendant to a lawsuit field by The Richard & Sheila
J. McKnight 2000 Family Trust (D. Nev. Case No. 2:10-cv-0617-RCJ).
There's also a lawsuit Barket v. Compass, in U.S. Superior Court
Los Angeles County (Case No. BC429649).

Affiliate Castaic Partners II also filed for Chapter 11 on
July 30 (Case No. 12-36116).

Castaic Partners I previously sought Chapter 11 protection in
October 2010 (Bankr. C.D. Calif. Case No. 10-53956).  At the time,
the Debtor said the property was worth $29.5 million.  Castaic
Partners said during the 2010 filing that it owes $24 million on a
mortgage held by Compass USA and almost $2 million in property
taxes owing to Los Angeles County.

The Debtors are represented in the new Chapter 11 case by:

         Jennifer J Panicker, Esq.
         GILMORE WOOD VINNARD & MAGNESS
         10 River Park Pl E Ste 240
         Fresno, CA 93720
         Tel: 559-448-9800
         Fax: 559-448-9899
         E-mail: jpanicker@gwvm.com


CELL THERAPEUTICS: CEO James Bianco Named as President
------------------------------------------------------
The Board of Directors of Cell Therapeutics, Inc., appointed James
A. Bianco, M.D., the Company's Chief Executive Officer, as its
President, effective immediately.  Dr. Bianco will not be
receiving any additional compensation as a result of this
appointment.

                       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.


CELLFOR CORP: Monitor Seeks to End Chapter 15 Case
--------------------------------------------------
The Bowra Group, Inc., appointed by the Supreme Court of British
Columbia, Vancouver Registry as monitor for CellFor Corp. in its
Canadian proceedings, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to close the Chapter 15 Case.

The monitor relates that an asset purchase agreement dated April
23, 2012, was executed between CellFor Inc. and ArborGen Inc, a
Delaware corporation, for the purchase of the assets of CellFor BC
and the Company.  The APA forms the basis of a Plan of Arrangement
and Compromise that was filed jointly by CellFor BC and the
Company on May 1, and amended on June 1.

On June 12, 2012, the Canadian Court entered orders sanctioning
the Amended Plan of Arrangement authorizing the sale transaction
contemplated under the APA.

In accordance with the Amended Plan of Arrangement, substantially
all of the assets of CellFor BC and the Company were sold to
ArborGen, and certain contracts were assigned and transferred to
ArborGen, in a transaction that closed on June 19.

Additionally, on June 26, the monitor filed a motion for order
authorizing (a) the sale of certain personal property, and (b) the
assumption and assignment of certain executory contracts.  The
sale and assignment motion is scheduled for a hearing on Aug. 14,
at 10:30 a.m.

The monitor notes that after the adjudication of the sale and
assignment motion, there will be no assets or claims to administer
in the case.

                       About CellFor Corp.

Atlanta, Georgia-based CellFor Corp. is a Delaware corporation
formed for the purpose of contracting with U.S. nurseries at which
seedlings and trees developed by CellFor Inc. -- or CellFor BC --
are grown and developed.  The Company also serves as a U.S. sales
and marketing office for CellFor BC.  CellFor BC is a privately
held company constituted under the laws of Canada, having its head
office in Vancouver, British Columbia.  CellFor BC is in the
business of research, development and commercial sales of advanced
technologies relating to the cloning and genetic modification of
superior conifer seedlings for the forestry industry.  The
objective of CellFor BC was to select, produce and sell forestry
seedlings that provided better growth rates, disease resistance
and wood quality.  CellFor Corp. is entirely funded by CellFor BC,
its sole shareholder.

The Bowra Group Inc. was appointed Dec. 15, 2011, by the Supreme
Court of British Columbia, Vancouver Registry, as monitor for
CellFor Corp. in connection with a proceeding under the Companies'
Creditors Arrangement Act R.S.C. 1985, c. C-36.  As the Company's
foreign representative, Bowra Group then filed a petition under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No.
11-86263) on Dec. 20, 2011, seeking recognition of the Canadian
proceedings.  Judge Paul W. Bonapfel presides in the Chapter 15
case.  The Chapter 15 petition estimated $1 million to $10 million
in assets and debts for the Company.

The Monitor may be reached at THE BOWRA GROUP INC., and Bowra
Group is represented in the Chapter 15 case by: W. Neal McBrayer,
Esq., William A. DuPre, IV, Esq., Paul M. Alexander, Esq., and
Michael A. Coots, Jr., Esq. at Miller & Martin PLLC.

By order entered on Jan. 20, 2012, the Court granted recognition
of the Canadian Proceeding as a foreign main proceeding and
establishing the monitor as a representative of the Company with
authority to administer the Company's assets and affairs.


CENTRAL FALLS, R.I.: Disclosure Statement Gets Judge's Nod
----------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that a bankruptcy judge
on Friday approved the Chapter 9 disclosure statement of Central
Falls, R.I., clearing the way for creditors to vote on a plan that
protects more than $27 million in municipal bonds while slashing
some retiree pensions by as much as 55 percent.

As reported in the Troubled Company Reporter on July 20, 2012, the
City of Central Falls, Rhode Island filed with the Bankruptcy
Court a Second Amended Plan For The Adjustment Of Debts and an
explanatory disclosure statement.

The Chapter 9 Plan, if confirmed, will restructure the City's debt
and its operations and put the City on a path towards fiscal
stability.  The Amended Plan also addresses and resolves the
City's obligations to employees, retirees, and vendors.  The
Amended Plan does not impair the City's bond obligations.

According to the Second Amended Disclosure Statement dated
July 10, 2012, payment to holders of general unsecured claims and
general unsecured convenience claims will be paid a distribution
from a pool totaling $600,000 during the six-year plan horizon.

The general unsecured convenience claims will be paid 35% of their
allowed claim on or prior to June 30, 2013.

Any balance remaining in FY 2013 claims pool will be added to the
FY 2014 claims pool, and the general unsecured claims will share
pro rata in the claims pool on or prior to the following payment
dates: June 30, 2014, June 30, 2015, June 30, 2016 and June 30,
2017.

In no event will the amount paid to any general unsecured creditor
exceed 45% of the Allowed Claim.  In the event there are monies
remaining in the General Unsecured Creditor's Pool on June 30,
2017, after distribution as stated herein, such monies will be
deposited in the City's Capital Fund.

                      About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The City of Central Falls, Rhode Island, on July 10, 2012, filed
with the Bankruptcy Court a Second Amended Plan For The Adjustment
Of Debts and an explanatory disclosure statement.

The Chapter 9 Plan, if confirmed, will restructure the City's debt
and its operations and put the City on a path towards fiscal
stability.  The Amended Plan also addresses and resolves the
City's obligations to employees, retirees, and vendors.  The
Amended Plan does not impair the City's bond obligations.


CINRAM INTERNATIONAL: U.S. and Canadian Courts Have Okayed Sale
---------------------------------------------------------------
Cinram International Ltd. won Delaware bankruptcy court approval
to sell its assets to private equity firm Najafi Cos. for $82.5
million.

Cinram said in a statement that the sale transaction is expected
to close in August 2012, subject to satisfaction of closing
conditions, although the transfer of portions of the business may
occur later in the year.

Bankruptcy Law360 relates that U.S. Bankruptcy Judge Kevin J.
Carey signed off on the sale during a hearing, joining the court
overseeing the company's insolvency proceedings in Canada, which
cleared the deal two weeks ago.

                    About Cinram International

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

Cinram International reached an agreement to sell
substantially all of its assets and operations to Najafi
Companies for $82.5 million.

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

Pauline K. Morgan Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as U.S. counsel.  FTI Consulting is
the monitor in the CCAA case.  Attorneys at Goodsman LLP represent
Cinram in the CCAA case.


CLEAR CHANNEL: Enters Into New Employment Agreement with CEO
------------------------------------------------------------
Clear Channel Outdoor Holdings, Inc., and William Eccleshare
finalized and entered into the new employment agreement on
July 26, 2012.
Mr. Eccleshare was named Chief Executive Officer of CCOH and was
named Chief Executive Officer-Outdoor of CCOH's indirect parent
entities, CC Media Holdings, Inc., and Clear Channel
Communications, Inc.

Mr. Eccleshare's New Employment Agreement has an initial term
beginning on Jan. 24, 2012, and continuing until Dec. 31, 2014,
with automatic 12-month extensions thereafter, beginning on
Jan. 1, 2015, unless either CCOH or Mr. Eccleshare gives prior
notice electing not to extend the New Employment Agreement.  The
New Employment Agreement replaces Mr. Eccleshare's Contract of
Employment dated Aug. 31, 2009.

During Mr. Eccleshare's employment with CCOH and for 18 months
thereafter, Mr. Eccleshare is subject to non-competition, non-
interference and non-solicitation covenants substantially
consistent with other senior executives of CCOH.  Mr. Eccleshare
also is subject to customary confidentiality, work product and
trade secret provisions.

As provided in the New Employment Agreement, Mr. Eccleshare was
awarded 506,329 CCOH restricted stock units on July 26, 2012, in
connection with his promotion.

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

                       http://is.gd/EhwelV

                        About Clear Channel

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

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

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

                         Bankruptcy Warning

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

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

                            *     *     *

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

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


CLEARWIRE CORP: Files Form 10-Q, Incurs $145.8MM Net Loss in Q2
---------------------------------------------------------------
Clearwire Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $145.81 million on $316.93 million
of revenue for the three months ended June 30, 2012, compared with
a net loss attributable to the Company of $168.73 million on
$322.61 million of revenue for the same period during the prior
year.

The Company reported a net loss attributable to the Company of
$327.63 million on $639.57 million of revenue for the six months
ended June 30, 2012, compared with a net loss attributable to the
Company of $395.69 million on $559.41 million of revenue for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $8.43 billion
in total assets, $5.65 billion in total liabilities and $2.78
billion in total stockholders' equity.

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

                        http://is.gd/5AFqBj

                   About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CONNAUGHT GROUP: Judge Approves Amended Disclosure Statement
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Connaught Group Ltd.
can now begin soliciting votes for its Chapter 11 plan after U.S.
Bankruptcy Judge Stuart M. Bernstein on Monday approved an amended
disclosure statement and set a date for a plan confirmation
hearing.

Bankruptcy Law360 relates that Judge Bernstein approved the
debtor's motion as it eyes an end to its bankruptcy stint after
reaching a deal in April to sell itself to a joint venture between
Tom James Co. and Royal Spirit Group for $22 million.

                     About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing in eight outlet stores in Canada.  Three of
the Canadian stores are leased by The Connaught Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.

The Connaught Group, Ltd., disclosed $50,644,694 in assets and
$61,303,340 in liabilities.  Limited Editions for Her LLC
disclosed $3,339,174 in assets and $15,888,714 in liabilities.
Limited Editions for Her of Nevada LLC disclosed $979,926 in
assets and $12,395,949 in liabilities.  Limited Editions for Her
of Branson LLC listed $3,339,174 in assets and $15,888,714 in
liabilities.  WDR Retail Corp. disclosed $0 in assets and
$12,395,949 in liabilities.  Connaught Group Limited was the 100%
shareholder of each of LEFH Nevada, LEFH Branson, LEFH, and WDR.

Connaught Group filed a Chapter 11 plan in June that could pay
unsecured creditors 55% or more.  The disclosure statement, up for
approval at a July 17 hearing, stated that the recovery for
unsecured creditors will range between 21% and 55%.  The recovery
could be higher still if lawsuits are victorious.  Unsecured
claims range from $17.5 million to $20 million, according to the
disclosure statement.


CONSUMER PORTFOLIO: Incurred $512,000 Net Income in 1st Quarter
---------------------------------------------------------------
Consumer Portfolio Services, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $512,000 on $44.52 million of
revenues for the three months ended March 31, 2012, compared with
a net loss of $4.21 million on $32.40 million of revenues for the
same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$867.33 million in total assets, $879.905 in total liabilities,
and a stockholders' deficit of $12.58 million.

"As of March 31, 2012, we have a shareholders' deficit of
$12.6 million and our recent operating results include net losses
of $14.5 million and $33.8 million in 2011 and 2010,
respectively," the Company said in the filing.  "We believe that
our results have been materially and adversely affected by the
disruption in the capital markets that began in the fourth quarter
of 2007, by the recession that began in December 2007, and by
related high levels of unemployment.  Our ability to repay or
refinance maturing debt may be adversely affected by prospective
lenders' consideration of our recent operating losses."

"Although we believe we are able to service and repay our debt,
there is no assurance that we will be able to do so.  If our plans
for future operations do not generate sufficient cash flows and
operating profits, our ability to make required payments on our
debt would be impaired.  Failure to pay our indebtedness when due
could have a material adverse effect and may require us to issue
additional debt or equity securities."

Crowe Horwath LLP, in Costa Mesa, Calif., noted that the Company
has incurred significant losses during the last three years.  "As
a result, the Company has negative shareholders' equity as of
Dec. 31, 2011."

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

                       http://is.gd/Ry2N8I

Irvine, California-based Consumer Portfolio Services, Inc., is a
specialty finance company focused on consumers who have limited
credit histories, low incomes or past credit problems, whom the
Company refers to as sub-prime customers.  The Company's business
is to purchase and service retail automobile contracts originated
primarily by franchised automobile dealers and, to a lesser
extent, by select independent dealers in the United States in the
sale of new and used automobiles, light trucks and passenger vans.


CONSTRUCTORA DE HATO: Amends Schedules of Assets and Liabilities
----------------------------------------------------------------
Constructora De Hato Rey Incorporada filed with the U.S.
Bankruptcy Court for the District of Puerto Rico amended schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,817,004
  B. Personal Property            $8,884,720
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,127,037
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $128,231
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,592,425
                                 -----------      -----------
        TOTAL                    $10,701,724       $6,847,693

A copy of the amended schedules is available for free at
http://bankrupt.com/misc/CONSTRUCTORA_sal.pdf

In the prior iteration of the SALs, the Debtor disclosed
$10,761,724 in total assets and $6,855,877 in total liabilities.

                   About Constructora De Hato

San Juan, Puerto Rico-based Constructora De Hato Rey Incorporada
owns parcels of land in Puerto Rico with an aggregate value of
$1.82 million.  It filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02876-11) in Old San Juan, Puerto Rico, on April 13,
2012.  The petition was signed by Waldemar Carmona Gonzalez,
president.  The Debtor is represented by Charles Alfred Cuprill,
Esq., at Charles A. Curpill, PSC Law Office, in San Juan.


CONTINENTAL AIRLINES: S&P Gives 'B-' Rating on 2012 Revenue Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue rating
to the New Jersey Economic Development Authority special facility
revenue refunding bonds (Continental Airlines Inc. project),
series 2012. The bonds will refinance a portion of Continental's
(a subsidiary of United Continental Holdings Inc., both rated
'B/Stable') 1999 airport revenue bonds that financed terminal
improvements at Newark Liberty International Airport. Issue
proceeds, expected to be about $104 million, will defease a
portion of the 1999 bonds.

"Our 'B-' issue rating reflects our assessment that the bonds are
equivalent to senior unsecured debt of Continental, which we rate
'B-', one notch below our corporate credit rating on Continental
and parent United Continental Holdings. We do not assign recovery
ratings to industrial revenue bonds, including airport revenue
bonds. Continental will indirectly service the bonds by paying
amounts sufficient to cover principal and interest under a loan
agreement with the Authority. The bonds have no security interest
in the facilities or a leasehold interest in the facilities, and
the Authority has no obligation to service the bonds if
Continental does not," S&P said.

"Our 'B' corporate credit rating on Continental is based on the
consolidated credit quality of parent United Continental Holdings
Inc.," S&P said.

RATINGS LIST

Continental Airlines Inc.
Corporate credit rating                      B/Stable/--

Rating Assigned
Continental Airlines Inc.
  NJ Econ Dev Auth rev bonds ser 2012         B-


COPANO ENERGY: S&P Cuts CCR to 'B+' on Lower Natural Gas Prices
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based midstream energy company Copano
Energy LLC to 'B+' from 'BB-'. The outlook remains stable.

"We also lowered our issue-level rating on Copano's senior
unsecured notes to 'B' (one notch below the corporate credit
rating) from 'B+'. The recovery rating is unchanged at '5', which
indicates our expectation for modest (10% to 30%) recovery if a
payment default occurs," S&P said.

"We lowered the ratings because the financial risk profile will be
considerably weaker than we previously expected because of
volatility in realized NGL prices, especially in Oklahoma, and
lower NGL recovery rates. As a result, we expect adjusted debt to
EBITDA to be about 6.2x, which is considerably higher than our
previous expectations of below 5.5x. (Note we treat the company's
remaining $300 million preferred issuance as debt. However, we
believe total debt to EBITDA, as defined in its bank covenant,
could be about 4.9x during the same period), " S&P said.

"The stable outlook reflects our view that Copano will
successfully execute its 2012 growth strategy in the Eagle Ford
Shale, reduce leverage over the next 12 to 18 months, and maintain
adequate liquidity. Key credit measures will remain weak during
this time," said Standard & Poor's credit analyst Manish Consul.

"We could lower the rating if lower NGL prices and throughput
levels result in tight liquidity, limited covenant headroom, and
weaker financial measures, with debt to EBITDA sustained above 6x.
We could raise the ratings if the company successfully executes
its 2012 growth strategy increasing scale and geographic
diversification and complete its projects on time and within
budgets such that total debt to EBITDA is in the mid-4x area."


CPM HOLDINGS: S&P Affirms 'B+' Corp. Credit Rating on Refinancing
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Waterloo, Iowa-based CPM Holdings Inc. "At the
same time, we assigned our 'B+' issue-level rating to the
company's proposed first-lien credit facilities, including a $40
million revolver and a $275 million first-lien term loan. The
recovery rating on this debt is '3', indicating our expectation of
a meaningful (50%-70%) recovery in a default scenario. We also
assigned our 'B' issue rating and '5' recovery rating to the
company's proposed new $185 million second-lien credit facility.
The '5' recovery rating indicates our expectation of a modest
(10%-30%) recovery in a payment default scenario. Crown
Acquisition Corp. and CPM Acquisition Corp., subsidiaries of CPM,
will co-borrow under the senior secured facilities," S&P said.

The issue and recovery ratings on the existing senior secured
notes will be withdrawn upon repayment of the notes.

"The affirmation reflects our expectation that CPM will maintain
credit measures that are commensurate with the rating,
specifically total debt leverage of 4x-5x and funds from
operations (FFO) to total debt of about 15%," said Standard &
Poor's credit analyst Svetlana Olsha. "Prior to the
recapitalization, which proposes a dividend to shareholders of
about $300 million, CPM's total debt to EBITDA was about 1.7x and
FFO to debt was about 45% as of March 31, 2012. Pro forma for the
transaction, the company's debt to EBITDA ratio increases to about
5.0x."

"The corporate credit rating continues to reflect the company's
'weak' business risk profile, characterized by exposure to
cyclical agricultural equipment markets and volatile commodity
prices. The company's well-established position in niche markets
and good geographic diversification should somewhat offset these
weaknesses. The ratings also reflect the company's 'aggressive'
financial risk profile, characterized by an aggressive financial
policy," S&P said.

"CPM supplies process equipment and aftermarket parts for the
oilseed, animal feed, biofuel, industrial extrusion, and food-
processing industries. Standard & Poor's expects the company to
maintain leading (No. 1 or No. 2) positions in its main end
markets. Demand for oilseed processing and extraction, as well as
animal feed pelleting equipment, should remain somewhat cyclical
because it depends on agribusiness companies' capital expenditures
and the highly cyclical biodiesel industry. We expect population
growth and increasing consumption of animal protein worldwide to
continue to drive revenues and that CPM will achieve revenue
growth in the low single digits, in line with global GDP, in the
next 12 months," S&P said.

"CPM's geographic diversity--more than two-thirds of sales come
from outside the U.S.--should continue to somewhat mitigate the
business cyclicality. Demand is mature in North America and
Western Europe, but we believe growth prospects are stronger in
emerging markets such as China, South America, and Eastern Europe,
where we expect demand for higher efficiency equipment to
continue. We also believe the company should continue to derive a
fair proportion of revenue from its more stable replacement parts
segment," S&P said.

"Although we expect the company to pursue long-term growth
opportunities in developing regions, these markets are more
competitive and tend to offer lower margins. Still, we believe CPM
should continue to generate good operating margins by outsourcing
a significant portion of its product manufacturing, which results
in a relatively variable cost structure with limited maintenance
capital expenditures," S&P said.

"The company has an aggressive financial risk profile. Pro forma
for the transaction, total debt to EBITDA was about 5.0x as of
June 30, 2012. We believe credit measures should improve through
2013, with total debt to EBITDA approaching 4.5x and FFO to debt
remaining above 10%. For the ratings, we expect debt leverage to
be 4x-5x and FFO to total debt to be about 15%," S&P said.

"The outlook is stable. We expect stable demand in the company's
end markets to continue in the next 12 months. We could lower the
ratings if business fundamentals deteriorate, which could happen,
for instance, if a global recession were to hurt demand for
agricultural and food processing machinery. We could lower the
rating if debt to EBITDA deteriorates beyond 5x and FFO to total
debt declines to less than 10%," S&P said.

"We could raise the rating if private equity ownership
meaningfully declines and if more conservative financial policies
lead us to expect that debt leverage will decline to and remain
less than 4x, taking into account the cyclicality of the company's
markets," S&P said.


CPM HOLDINGS: Moody's Rates First Lien Credit Facilities 'Ba3'
--------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to CPM Holdings,
Inc.'s proposed first lien credit facilities and Caa1 ratings to
the proposed second lien credit facilities. Moody's also affirmed
the company's B2 Corporate Family Rating ("CFR") and B2
Probability of Default Rating and revised the rating outlook to
stable from positive. Proceeds from the new bank facilities are
expected to be used to refinance existing debt and pay a dividend
to CPM's private equity sponsor Gilbert Global Equity. The ratings
are subject to Moody's review of final terms and conditions of the
transaction and related credit documentation. The B2 rating on the
existing $161.5 million senior secured notes is unchanged and will
be withdrawn following the completion of the proposed transaction.

CPM's operating performance remains on track and the proposed
transaction would push out CPM's debt maturity profile. However,
the rating outlook was changed to stable from positive because,
according to Moody's analyst Ben Nelson, "the significant increase
in debt to be incurred to finance the dividend suggests mid-cycle
credit metrics more consistent with a B2 rating."

The transaction would result in a substantive increase in debt to
$460 million from $161.5 million and debt service requirements to
about $35 million from less than $20 million today. Moody's
estimates pro forma leverage near 5 times Debt/EBITDA and interest
coverage in the low 2 times EBIT/Interest range for the twelve
months ended March 31, 2012, which is somewhat weak for the rating
category due to the company's exposure to highly cyclical end
markets. However, CPM's order backlog provides good near-term
revenue visibility and likely will support strong free cash flow
generation through 2013. "The rating assumes that CPM would apply
free cash flow to debt reduction to reduce its financial risk
profile in advance of any evident weakness in its end markets,"
added Mr. Nelson.

Actions:

  Issuer: CPM Holdings, Inc.

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2

    $40 million First Lien Senior Secured Revolver due 2017,
    Assigned Ba3 (LGD3 31%)

    $275 million First Lien Senior Secured Term Loan B due 2017,
    Assigned Ba3 (LGD3 31%)

    $185 million Second Lien Senior Secured Term Loan due 2018,
    Assigned Caa1 (LGD5 83%)

   Outlook, Revised to Stable from Positive

Rating Rationale

The B2 CFR is constrained by modest size, exposure to cyclical end
markets, a business mix weighted towards new equipment sales, and
financial risk posed by significant absolute debt relative to the
cash flow generated by the relatively stable spare parts business.
Moody's believes demand for new agricultural and food processing
machinery can be influenced significantly by changes in global
macroeconomic conditions and credit conditions. The rating
incorporates tolerance for significant peak-to-trough declines in
EBITDA during downturns of moderate intensity, but, in part due to
low capital spending requirements, assumes the company will
generate positive free cash flow on a rolling twelve month basis.
The rating assumes that in a downturn of moderate intensity
financial leverage will not exceed 6 times and interest coverage
will not fall below 1.5 times. However, an order backlog with long
lead-times and a meaningful spare parts business provide near-term
revenue visibility and time for the company to respond to a
slackening in demand. Strong competitive positions and an
outsourced manufacturing model help maintain profit margins during
such periods of weakness.

The stable rating outlook reflects expectations for solid
operating performance over the next 12-18 months and continued
good liquidity. The outlook further assumes that CPM will generate
at least $50 million of excess cash available for debt reduction
by the end of 2013.

Moody's could downgrade the ratings with expectations for
financial leverage above 6 times, interest coverage below 1.5
times, negative free cash flow on a rolling twelve month basis, or
a deterioration in liquidity. A rating upgrade is unlikely in the
near-term due to weak credit measures for the rating category and
the magnitude of sustained improvement necessary to warrant a
higher rating. An upgrade likely would require sufficient
financial cushion such that CPM could withstand a moderate
economic downturn without financial leverage exceeding 4.5 times
or interest coverage falling below 2 times.

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

CPM Holdings, Inc. is a leading provider of process machinery and
technology for the oilseed, animal feed, breakfast cereal and
snack food, and bio-fuels processing industries. CPM has been
owned by Gilbert Global Equity since 2003 and generated
approximately $500 million of revenue for the twelve months ended
March 31, 2012.


CROWN MEDIA: Reports $12 Million Net Income in Second Quarter
-------------------------------------------------------------
Crown Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to common stockholders of $12.05 million
on $76.15 million of net total revenue for the three months ended
June 30, 2012, compared with net income attributable to common
stockholders of $13.47 million on $86.74 million of net total
revenue for the same period during the prior year.

The Company reported net income attributable to common
stockholders of $59.55 million on $149.74 million of net total
revenue for the six months ended June 30, 2012, compared with net
income attributable to common stockholders of $25.74 million on
$170.51 million of net total revenue for the same period a year
ago.

The Company's balance sheet at June 30, 2012, showed $938.61
million in total assets, $680.20 million in total liabilities and
$258.41 million in total stockholders' equity.

"For second quarter, Crown Media continued to experience
impressive revenue and earnings growth," said Bill Abbott,
President and CEO of Crown Media Family Networks.  "During second
quarter, the casting developments for Hallmark Channel were
significant.  In addition to signing Marie Osmond for our daily
talk show, 'Marie', we signed Andie MacDowell as the lead in
'Cedar Cove', the channel's first primetime scripted series and
named Mark Steines and Paige Davis as co-hosts for the network's
new daytime lifestyle program, 'Home & Family'.  We are so proud
to welcome this top-notch talent to Crown Media and ultimately to
our viewers."

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

                        http://is.gd/lQOwA2

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's senior secured credit facilities and the indenture
governing the Notes contain a number of covenants that impose
significant operating and financial restrictions on the Company,
including restrictions on its ability to, among other things,
incur additional debt or issue certain preferred shares, pay
dividends on or make distributions in respect of the Company's
capital stock or make other restricted payments, and make certain
payments on debt that is subordinated or secured on a junior
basis.

Any of these restrictions could limit the Company's ability to
plan for or react to market conditions and could otherwise
restrict corporate activities.  Any failure to comply with these
covenants could result in a default under the Company's senior
secured credit facilities and the indenture governing the Notes.
Upon a default, unless waived, the lenders under the Company's
senior secured credit facilities could elect to terminate their
commitments, cease making further loans, foreclose on the
Company's assets pledged to those lenders to secure its
obligations under the senior secured credit facilities and force
the Company into bankruptcy or liquidation.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


DANL LLC: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: DANL, LLC
        2856 Lindenmere Drive
        Merrick, NY 11566-4619

Bankruptcy Case No.: 12-74625

Chapter 11 Petition Date: July 25, 2012

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

Judge: Alan S. Trust

Debtor's Counsel: Mitchell J. Carlinsky, Esq.
                  CARLINSKY, DUNN & PASQUARIELLO, PLLC
                  8 Duffy Avenue, 1st Floor
                  Hicksville, NY 11801
                  Tel: (516) 622-0099
                  Fax: (516) 622-9280
                  E-mail: cdplaw@msn.com

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

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

A copy of the Company's list of its eight unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-74625.pdf

The petition was signed by David Chait, president.


DELTA PETROLEUM: Wants to Amend Services Agreement
--------------------------------------------------
BankruptcyData.com reports that Delta Petroleum filed with the
U.S. Bankruptcy Court a motion for an order (i) approving the
Debtors' entry into amendment to a services agreement and payment
of amounts thereunder; (ii) approving its entry into a water
disposal agreement and payment of amounts thereunder and (iii)
authorizing the Debtors to enter into necessary future amendments
to the services agreement and water disposal agreement.

The motion explains, "While the Debtors have filed this Motion out
of an abundance of caution given the importance of the Sheep Creek
Unit to the Debtors' restructuring efforts, the Debtors hope to
avoid spending time and resources preparing similar motions in the
future to the extent they may be unnecessary."

The Court scheduled an Aug. 15, 2012 hearing to consider the
motion.

                       About Delta Petroleum

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

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

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

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

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


DEWEY & LEBOEUF: Cuts Clawback Deal Offer to Ex-Partners to $90MM
-----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Dewey & LeBoeuf
LLP on Thursday reportedly lowered the clawback litigation
settlement offer to former partners from $104 million to $90
million and increased the burden on top earners and former Dewey
leaders.

Bankruptcy Law360 relates that the Dewey estate offered more than
700 partners, including almost 400 who left prior to January 2011,
a $90.4 million settlement in a partner meeting Thursday that
would shield them from future clawback litigation and addressed
the concerns of partners who objected to an earlier $103.6 million
deal.

                       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.


DEWEY & LEBOEUF: Reports Assets, New Plan for Partner Paybacks
--------------------------------------------------------------
Carla Main and Michael Bathon at Bloomberg News report that Dewey
& LeBoeuf LLP said JPMorgan Chase & Co. took extra collateral
for loans in April and May.  Accounts receivable for Dewey were
$210.7 million and advances to partners for taxes were $20.5
million, while the amount due from affiliates was $46 million, the
firm said in court papers. The unaudited data mostly reflects
values as of May 28, Dewey said.

According to the report, the firm in court papers also reported
gross 2012 revenue of $192.6 million and 2011 revenue of $655
million.  The firm said it is fighting 14 lawsuits, including
three for malpractice, and two bank accounts in Dubai with HSBC
Holdings Plc were seized.

The firm reported assets of $368 million and secured debt of $228
million in court papers.  Unsecured debt was about $120 million as
of May 28, Dewey said.

                     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.


DIGITAL POST: Files Chapter 7 Petition
--------------------------------------
BankruptcyData.com reports that Digital Post Interactive filed for
Chapter 7 protection (Bankr. C.D. Calif. Case No. 12-18936) in
Santa Ana, California.  The Company, is represented by Babak
Samini of ASG Samini Law Group.  The Company made a previous
bankruptcy filing in March 2011.  This Chapter 11 case was
dismissed in March 2012.


DYNEGY INC: Common Stock Delisted from NYSE
-------------------------------------------
The New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Dynegy Inc.'s common stock on NYSE.

                            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.


EAST COAST INVESTMENTS: Bankruptcy Case Stays in M.D. Fla.
----------------------------------------------------------
Connecticut Bankruptcy Judge Alan H.S. Shiff denied the requests
of Ronald I. Chorches, the Chapter 7 Trustee for the bankruptcy
estate of James J. Licata; and Richard Coan, the Chapter 7 Trustee
for the bankruptcy estate of First Connecticut Consulting Group,
Inc., for an order transferring East Coast Investments LLC's
Chapter 11 case from the Middle District of Florida to the
District of Connecticut.  East Coast, James J. Licata, and his
wife, Cynthia Licata, objected.

Mr. Licata commenced a Chapter 11 case (Bankr. M.D. Fla. Case No.
02-51167) on June 27, 2002.  First Connecticut Consulting Group
filed a Chapter 11 petition (Bankr. D. Conn. Case No. 02-50852) on
July 12, 2002.  Mr. Licata is listed as holding a 50% shareholder
interest in First Connecticut.  Mr. Licata caused about 25 other
affiliated First Connecticut entities to file for bankruptcy
protection.

On Aug. 30, 2002, the Florida court ordered the transfer of Mr.
Licata's case to the District of Connecticut.  The transfer
occurred on Sept. 20, 2002.  On Dec. 30, 2002, those cases were
administratively consolidated.  On June 28, 2006, they were
converted to Chapter 7, and the Trustees were appointed.

Mr. Licata commenced an involuntary Chapter 11 petition in the
Middle District of Florida against East Coast (Case No. 10-04202)
on Feb. 25, 2010.  An Order of Relief was entered on July 29,
2010.  Mr. Licata is listed as holding a 24.9% general membership
interest in East Coast.

According to Judge Shiff, it is of no consequence that Mr.
Licata's case was later transferred to Connecticut.  In addition,
while the record supports a finding that First Connecticut and
East Coast are each affiliates of Mr. Licata, there was no
evidence to demonstrate that First Connecticut and East Coast are
affiliates of each other.

A copy of Judge Shiff's July 27, 2012 Memorandum of Decision and
Order is available at http://is.gd/ZAA1TPfrom Leagle.com.

Roy W. Moss, Esq., in Rowayton, Conn., represents James Licata and
East Coast Investments, LLC.

Attorney for Chapter 7 Trustees Chorches and Coan is:

          Paul N. Gilmore, Esq.
          UPDIKE KELLY & SPELLACY PC
          PO Box 231277
          100 Pearl Street
          Hartford, CT 06123-1277
          Tel: (860) 548-2641
          Fax: (860) 548-2680
          E-mail: pgilmore@uks.com


EASTMAN KODAK: Google, Apple Among Bidders for Patents
------------------------------------------------------
The Wall Street Journal's Ashby Jones, Dana Mattioli and Mike
Spector, citing people familiar with the matter, reported that
Apple Inc. and Google Inc. were lining up on opposite sides ahead
of the July 30 deadline for initial bids for Eastman Kodak Co.'s
portfolio of 1,100 patents.

The sources told WSJ Apple is teaming up with Microsoft Corp. and
patent aggregation firm Intellectual Ventures Management LLC to
form one bidding group.  The other consortium, the people said,
includes Google, patent aggregation firm RPX Corp., and three
hardware companies that make phones based on Google's Android
operating system: Samsung Electronics Co., LG Electronics Inc.,
and HTC Corp.

Kodak has said the patents it is selling could be worth up to $2.6
billion.  According to WSJ, people with knowledge of the
portfolios, however, said initial bids aren't likely to approach
that figure.

The auction is set for Aug. 8.

On July 2, Kodak obtained approval from the Bankruptcy Court to
conduct an auction to sell its Digital Capture and Kodak Imaging
Systems and Services (KISS) patent portfolios.  Kodak's motion was
contested by Apple and FlashPoint Technologies, Inc., which have
asserted "ownership" interests in a small number of the 1,100
patents in the portfolios.  The Bankruptcy Court, over Apple and
Flashpoint's objections, found that all of the patents in the
Digital Capture and KISS patent portfolios are property of Kodak's
estate.  Accordingly, the Court granted Kodak the right to sell
these patents free and clear of Apple and FlashPoint's claims at
the auction, subject to the applicable provisions of the U.S.
Bankruptcy Code.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EASTMAN KODAK: US Trustee Objects to Bonus Plan
-----------------------------------------------
Jacqueline Palank, writing for Dow Jones Newswires, reports that
the U.S. Trustee for Region 2 is moving to block Eastman Kodak Co.
from paying almost $9 million in bonuses to nine executives and
six other "key management employees."

Kodak says the bonuses are tied to performance benchmarks and are
therefore legal incentive payments for employees "essential" to
its success.  According to Dow Jones, U.S. Trustee Tracy Hope
Davis, however, contends Kodak hasn't offered any proof of that.
Instead, she said the bonuses represent an illegal effort to pay
company insiders to induce them to stick with the company while it
restructures.  The Bankruptcy Code severely restricts a company's
ability to pay retention bonuses to insiders.

On Monday, Kodak disclosed that it lost $160 million in June.
Kodak has said it would pay out bonuses when it exits Chapter 11
protection or sells its still-operating business.  The report
notes the amount of bonuses would depend on what the company is
able to pay its unsecured creditors, who rank low on the priority
scale of creditors when it comes time for payment.

According to the report, bonuses would kick in once unsecured
creditors recover more than 10% of their claims, Kodak said.  The
company is targeting a recovery of 30%, which would make the 15
employees eligible to share $8.8 million in cash and deferred
stock.  Under Kodak's proposal, Chief Executive Antonio Perez
would receive 200% of his base salary, while Chief Financial
Officer Antoinette McCorvey would get 178% of her base salary.

Dow Jones also reports the U.S Trustee also objected to a separate
bonus plan that Kodak says would pay out $4.5 million to company
leaders based on their ability to achieve "meaningful stretch
goals" tied to the company's restructuring and operating results.
Ms. Davis said these bonuses also appear to be retention-related
and called for Kodak to disclose the specific financial benchmarks
that would trigger bonuses under this plan.

Dow Jones notes Judge Allan L. Gropper will consider the latter
bonus plan at an Aug. 6 hearing, but the company said it would
push back the hearing on its restructuring bonus plan. It hasn't
yet chosen a new date, court papers show.

Dow Jones further relates Kodak retirees also have objected to the
proposed bonuses, telling the bankruptcy judge that executives
shouldn't be rewarded while they face the possible loss or
modification of their benefits.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EASTMAN KODAK: Patent Row With Apple Stays in Bankr. Court
----------------------------------------------------------
Joseph Checkler, writing for Dow Jones Newswires, reports District
Judge George B. Daniels on Thursday declined Apple Inc.'s request
to move a patent dispute with Eastman Kodak Co. out of bankruptcy
court.  Apple and former subsidiary Flashpoint Technologies Inc.,
argued that the bankruptcy court "does not have the authority or
necessary expertise to decide" who owns 10 patents in dispute,
which are considered very valuable in Kodak's coming auction of
its digital-patent portfolio.

Dow Jones also reports the International Trade Commission ruled in
July against Kodak in a complaint that Apple and Research in
Motion Ltd. infringed on a patent.  Kodak is taking an appeal from
the decision.  Kodak, however, was successful on another ruling a
few days later, when a federal appeals court upheld a previous ITC
decision that an Apple patent wasn't infringed upon by Kodak.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EMIGRANT BANCORP: Fitch Affirms 'B-' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings (IDRs) of Emigrant Bancorp, Inc. (Emigrant) at 'B-' and
'B', respectively.  The Rating Outlook is Stable.

The rating actions follow Emigrant's recent announcement that it
plans to sell the majority of its retail deposits to Apple Bank
for Savings.  The sale will amount to approximately $3.2 billion
of Emigrant's $8.5 billion in total deposits; the price has not
been disclosed.  The closing of the transaction is contingent upon
approval from the FDIC.  Fitch believes the company is likely to
fund the deposit sale with a combination of cash, FHLB borrowings
and sales from its securities portfolio.

Emigrant plans to keep its two online deposit franchises,
EmigrantDirect and DollarSavingsDirect, which have approximately
$5 billion in deposits.  It will also continue to own its flagship
branch in Manhattan and a second branch in Ossining, NY.

Fitch views this transaction as an important milestone in the
execution of Emigrant's long-term strategic plan.  It will allow
Emigrant to reduce non-interest expenses and improve its overall
cost structure and profitability.  Given Emigrant's unique set of
lending and fee businesses, having a costly branch network
distribution platform no longer fits within its strategy.

The sale of the retail deposits will leave Emigrant largely
reliant on its two online deposit franchises as well as wholesale
funding.  Fitch generally views online deposits as relatively less
sticky than traditional retail deposits because switching costs
for consumers tend to be much lower.  However, Fitch recognizes
that Emigrant has built up expertise in online deposit gathering
and this funding source has proven to be stable over the past
seven years.  Emigrant will also have the ability to raise some
traditional retail deposits via its two remaining branches.

Upon closing of this transaction, Emigrant expects to consolidate
all of its regional bank subsidiaries under Emigrant Bank.  At
that time, Fitch would withdraw the ratings of those subsidiaries
that are no longer in existence.

Fitch continues to rate the holding company one notch below its
bank subsidiaries.  While debt service coverage at the holding
company has improved with the recent $90 million dividend from the
bank, the $200 million senior notes are coming due in June 2014.
Emigrant's parent, New York Private Bank & Trust (NYPBT), also has
$276 million of preferred stock outstanding under the U.S.
Treasury's Capital Purchase Program, the interest rate on which
will step up to 9% from 5% in 2014.  The rating of the holding
company would likely be equalized with the bank once these
obligations are addressed.

Rating Drivers and Sensitivities

Factors that could have positive rating implications for
Emigrant's ratings and/or Outlook include:

  -- Sustained improvement in core profitability metrics;
  -- Demonstrated performance of more recent business strategies;
  -- Further reduction in NPA levels to get closer to historical
     levels;
  -- Reduction of debt obligations at Emigrant at its parent
     company (NYPBT).

Factors that could have negative implications on the ratings
and/or Outlook include:

  -- A material deterioration in asset quality metrics, including
     NPAs and/or credit losses;
  -- Weakening of liquidity at the holding company or lack of
     action on upcoming debt maturity;
  -- Significant increase in risk appetite in any area of the
     organization.

In accordance with Fitch's policies the issuer appealed and
provided additional information to Fitch that resulted in a rating
action that is different than the original rating committee
outcome.

Fitch has affirmed the following ratings:

Emigrant Bancorp Inc:
  -- Long-term IDR at 'B-', Stable Outlook;
  -- Short-Term IDR at 'B'
  -- Viability Rating at 'b-';
  -- Senior Debt at 'CCC/RR6';
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Bank
  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Long-term Deposits at 'B+/RR3'.
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Savings Bank - Manhattan
  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Long-term Deposits at 'B+/RR3'.
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Savings Bank - Brooklyn/Queens
  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Long-term Deposits at 'B+/RR3'.
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Savings Bank - Long Island
  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Long-term Deposits at 'B+/RR3';
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Savings Bank - Bronx/Westchester
  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Long-term Deposits at 'B+/RR3';
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Mercantile Bank
  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Capital Trust I
Emigrant Capital Trust II
  -- Preferred Stock at 'CC/RR6'.


EMPIRE LAND: O'Melveny to Pay $2MM in Conflict-Of-Interest Suit
---------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that O'Melveny & Myers
LLP on Friday agreed to pay $1.5 million to settle claims by the
bankruptcy trustee of Empire Land LLC that the law firm and one of
its partners hadn't disclosed the partner's former role as
executive at the bankrupt developer's operator before seeking to
represent it in its bankruptcy.

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.  The company
and seven of its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No.08-14592) on April 25, 2008.
James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 16 has appointed three creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel.  Empire Land estimated assets and debts between
$100 million to $500 million.


ENERGY CONVERSION: Chapter 11 Plan Confirmed
--------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Energy Conversion Devices' and United Solar Ovonic's Disclosure
Statement related to its Second Amended Chapter 11 Plan of
Liquidation and subsequently confirmed the Plan.

According to documents filed with the Court, "The Debtors believe
that confirmation of the Plan and consummation of the liquidation
provided for therein is in the best interests of the Debtors and
their creditors. Accordingly, the Debtors urge each creditor that
is impaired under and entitled to vote with respect to the Plan to
vote to accept the Plan." Documents filed with the Court further
state, "the Plan provides the most expedited recovery. Litigation
of the intricate issues could delay distribution to any creditors
for extensive periods. The Plan, on the other hand, contemplates
an initial distribution as to Administrative Expense Claims,
Priority Claims, Priority Tax Claims, and Secured Claims on the
Effective Date and will facilitate prompt distributions
thereafter. The SEC has notified the Debtors of its belief that
because the Plan provides for non-Debtor third party releases that
are binding on claim and interest holders who do not vote to
accept the Plan, in its view the Plan would likely not be
confirmable. The non-Debtor third party releases may be challenged
at confirmation by the SEC or by other parties. The Committee has
asserted that as to ECD creditors, the releases of the Ad Hoc
Consortium may violate the Best Interest Test. Further, the
Committee has asserted that the release of ECD and USO and the
directors and officers of ECD and USO may also violate the Best
Interest Test."

                      About Energy Conversion

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

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

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

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

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

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

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

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


FAYCO RENTALS: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: Fayco Rentals, Inc.
        495 Connellsville Street
        Uniontown, PA 15401

Bankruptcy Case No.: 12-23717

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Carlota M. Bohm

Debtor's Counsel: Daniel R. White, Esq.
                  ZEBLEY MEHALOV & WHITE, P.C.
                  18 Mill Street Square
                  P.O. Box 2123
                  Uniontown, PA 15401
                  Tel: (724) 439-9200
                  Fax: (724) 439-8435
                  E-mail: dwhite@zeblaw.com

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

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

The petition was signed by William E. Young, operations manager.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PA Department of Revenue           Corporate Income        $30,000
Bankruptcy Division, Dept. 280946  Taxes
Harrisburg, PA 17128-0946


FENDER MUSICAL: S&P Affirms 'B' CCR After Company Suspends IPO
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Scottsdale, Ariz.-based Fender Musical
Instruments Corp. "At the same time, we removed the ratings from
CreditWatch, where they were placed with positive implications on
July 18, 2012, because of the start of the company's IPO road
show. The outlook is stable," S&P said.

"In addition, we affirmed our 'B' issue-level rating on the senior
secured debt due 2014. The recovery rating remains unchanged at
'3', indicating our expectation that lenders would receive
meaningful (50% to 70%) recovery in the event of a payment
default. The amount of reported debt outstanding as of April 1,
2012, is about $255 million," S&P said.

"The rating affirmation and removal from CreditWatch reflects
Fender's decision to indefinitely suspend its IPO citing uncertain
market conditions. We had previously expected the company to use a
majority of IPO net proceeds to reduce outstanding debt, resulting
in stronger credit metrics," said Standard & Poor's credit analyst
Stephanie Harter.

"The ratings incorporate our view that the company's financial
risk profile is 'highly leveraged' and business risk profile is
'weak.'"

"Key credit factors in our assessment of Fender's business risk
profile include its narrow business focus, customer concentration,
the discretionary nature of its products, and the highly
competitive musical instruments industry in which it operates.
Additionally, we considered the company's good market positions,
its well-recognized brand names, and the geographic diversity of
its sales," S&P said.

Fender's highly leveraged financial risk profile reflects the
company's significant debt obligations.

"The stable outlook reflects our belief that the company will
maintain adequate liquidity and credit measures near current
levels, including leverage close to 5x and a ratio of funds from
operations to debt near 15%," S&P said.


FERRO CORP: S&P Cuts Corp. Credit Rating to 'B+'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ferro Corp. to 'B+' from 'BB-'. "We also lowered the
issue-level ratings on the company's senior unsecured debt to 'B-'
from 'B'. The '6' recovery rating, which remains unchanged,
reflects our expectation for negligible (0% to 10%) recovery in
the event of a payment default. The outlook is stable," S&P said.

"The downgrade follows the company's announcement that it has
significantly lowered its earnings guidance for 2012," explained
credit analyst Daniel Krauss. "The reduction in earnings
expectations reflect the continued weakness in Europe, subdued
demand in the electronic materials segment, particularly for the
company's conductive pastes used in solar panels, and increased
pension expense."

"The outlook is stable. Our base case assumes a significant drop
in 2012 EBITDA, resulting from depressed demand for solar pastes,
coupled with continuing sluggish demand for residential and
commercial building and renovation, particularly in Europe. We
expect that earnings will improve modestly in 2013, albeit from
very weak levels, as the company should benefit from recent cost
cutting initiatives. Based on our scenario forecasts, we believe
that 2012 free operating cash flow will be neutral, based on our
expectations that reduced capital expenditures and lower working
capital needs will offset lower earnings," S&P said.

"We could lower the ratings within the next 12 months if industry
conditions or the company's operating performance are below our
expectations. This could occur if the company is unable to
successfully improve its position in the Asian solar market, or if
fierce competition continues to keep pricing down. Based on our
downside scenario, we could lower the ratings if revenues decline
by 15% and EBITDA margins decrease by 100 basis points or more
below our expectations. In such a scenario, FFO to total adjusted
debt would decrease to below 12%. We could also lower the ratings
if free cash flow turns negative, or if EBITDA cushions under the
covenants decline to about 10%," S&P said.

"We could consider a one-notch upgrade if the macroeconomic
outlook strengthens, operating results stabilize, and we gain
confidence that EBITDA will moderately improve from weak 2012
levels. Specifically, we could consider a modest upgrade if EBITDA
margins improve by 150 basis points or more, coupled with a 5%
increase in revenues. In such a scenario, we expect that FFO to
total adjusted debt would increase to above 20%. The company's
end-market concentration in construction and electronics, which
are cyclical and have discretionary demand characteristics, could
limit further upgrade potential if the company does not take
strategic actions to diversify and strengthen its portfolio," S&P
said.


FLETCHER INT'L: Wins Injunction Against Cayman Liquidators
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Robert E. Gerber on Friday granted Fletcher International
Ltd. a 60-day preliminary injunction barring Cayman Islands court-
appointed liquidators from taking action against the hedge fund
and dismantling its assets, declining to grant the motion on a
longer basis.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FLYING EAGLE: Burr Pilger Raised Going Concern Doubt
----------------------------------------------------
Burr Pilger Mayer, Inc., in E. Palo Alto, California, expressed
substantial doubt about Flying Eagle PU Technical Corporation'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 significant losses
from operations during the last quarter of 2011 and has
significant negative working capital.

"As previously disclosed, our current liabilities exceed our
current assets.  Further, as discussed below, we are in violation
of certain financial covenants on one of our loans and have
experienced a decline in revenues.  Although our consolidated
financial statements have been prepared on a going concern basis,
because of our lack of liquidity, violation of certain covenants
on one of our loans and declining revenues, our independent
accountants have raised substantial doubt about our ability to
continue as a going concern.  We may seek additional financing to
provide us capital to address some of these issues.  However, no
assurance can be given that we will be successful in raising
capital."

"Some of our banks required us to meet certain financial covenants
during the term of a loan.  For one of our loans in the amount of
$785,583 (RMB 5 million), we did not meet the bank's financial
covenants.  Although the bank has not declared a default on the
loan, in the event the bank does not agree to waive these
covenants or otherwise revise the terms of the loan, they can
declare a default on our loan and seek immediate repayment which
would have an adverse financial effect on us and our operations."

The Company reported net income of $774,507 on $27.86 million of
revenues in 2011, compared with net income of $5.80 million on
$33.06 million of revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$49.65 million in total assets, $26.06 million in total current
liabilities, and stockholders equity of $23.59 million.

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

                       http://is.gd/zTL8yQ

Based in ShiShi City, Fujian, PRC, Flying Eagle PU Technical
Corporation, through its operating company Shishi Feiying Plastic
Co., Ltd. ("SFP"), manufactures synthetic polyurethane leather
("PU leather") for the shoe industry in Fujian Province, China.


FRONTIER LAND: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Frontier Land & Livestock, Inc.
        1991 Quail Creek Road
        Reno, NV 89509

Bankruptcy Case No.: 12-51721

Chapter 11 Petition Date: July 25, 2012

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

Judge: Bruce T. Beesley

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

Scheduled Assets: $3,325,000

Scheduled Liabilities: $1,023,375

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-51721.pdf

The petition was signed by Spencer Hobson, president.


FUNCTIONAL RESTORATION: Chapter 7 Trustee Can Recover Legal Fees
----------------------------------------------------------------
Bankruptcy Judge Geraldine Mund awarded David Gottlieb, the
trustee for the Chapter 7 bankruptcy estate of Functional
Restoration Medical Center Inc., $116,929 in attorney's fees and
$383 in costs related to the lawsuit, Corona Radiology Medical
Center, Inc., Sepehr Katiraie, Sephehr Katiraie, Dr. Plaintiff(s),
v. Functional Restoration Medical Ctr Inc, David K Gottlieb,
Chapter 7 Trustee, Ashor Heikali, Ebrahim Heikali, Nasser Heikali,
Moossa Heikali, Nato Fund, Inc., Radnet Management, Inc., United
Imaging, LLC, United Medical Imaging Healthcare, Inc., United
Medical Imaging Inc, United Medical Imaging Management, Inc.,
Bruce Yasmeh Defendant(s), Adv. Proc. No. 08-01434 (Bankr. C.D.
Calif.).

The adversary proceeding arises out of the Chapter 11 sale by
Debtor of all of its right, title, and interest in a series of
radiology centers, including the Corona Center, to United Imaging.
Dr. Katiraie and Corona Radiology claimed to be a 2/3 owner of the
Corona Center and opposed the sale on the basis that his property
was being transferred.  In response to several motions for summary
adjudication, in May 2012 the Court entered a Memorandum of
Opinion on Motions for Summary Judgment and an Order on Motions
for Summary Judgment, in which, among other things, the Court
granted the Plaintiffs summary adjudication on the first claim for
declaratory relief and granted the Chapter 7 Trustee summary
adjudication on all other claims and dismissed the Chapter 7
Trustee from further involvement in the adversary proceeding.  The
Plaintiffs moved for limited reconsideration of the Opinion and
Order, asking that the Court reconsider its grant of summary
adjudication to the Trustee. The Court denied the Plaintiffs'
motion for reconsideration.

The Chapter 7 Trustee seeks an award of attorney's fees and costs
as prevailing party.  Among others, the Chapter 7 Trustee cites a
provision in the Asset Purchase Agreement that awards attorneys
fees to prevailing parties in actions to enforce the APA or
because of dispute, etc. regarding the APA. Counsel for the
Plaintiffs signed and approved the Court order approving the APA,
so the Plaintiffs became bound by the APA's attorneys' fees
clause.

In awarding the fees, the Court held that the Plaintiffs
"recklessly" continued to keep the Chapter 7 Trustee embroiled in
litigation and cannot articulate a proper purpose for doing so.
The Court said it is totally clear that the Chapter 7 Trustee was
not challenging the Plaintiff's assertion that he had an ownership
interest in the Corona Center and there was no reason for the
Trustee to care since whatever interest the estate had (be it 100%
or 0% or anything in between) was sold and transferred by the Sale
Order.

"Even if the Trustee stipulated that Katiraie had his claimed
interest, if would have no effect on the litigation against the
real parties in interest, who were United and Radnet (the buyer
under the Sale Order and the later transferee of the Corona
Center). Thus naming the Trustee and then fighting to keep him as
a party (there had been two motions to dismiss by the Trustee
which were opposed by the Plaintiff) was a frivolous litigation
tactic, was oppressive, and had real negative results to the
professionals and other creditors of the estate who would be
forced to bear the cost of the fees expended by the Trustee in his
defense. And this amounts to bad faith," Judge Mund said.

The Chapter 7 sought $116,929 in attorney's fees and $383 in
costs.  The Court, however, reduced the requested fees by
$11,725.50 for duplicative work.

A copy of the Court's July 27, 2012 Order is available at
http://is.gd/4eOqSIfrom Leagle.com.

          About Functional Restoration Medical Center

Based in Encino, California, Functional Restoration Medical
Center, Inc., is the second largest owner and operator of MRI
centers in Southern California.  The Debtor filed for chapter 11
protection on Mar. 9, 2006 (Bankr. C.D. Calif. Case No. 06-10306).
Daniel A. Lev, Esq., at SulmeyerKupetz, represented the Debtor in
its restructuring efforts.  David K. Gottlieb was appointed as the
Chapter 11 trustee.  When the Debtor filed for protection from its
creditors, its estimated assets and debts between $10 million and
$50 million.

On Feb. 28, 2007, the Court converted the Debtor's case to a
chapter 7 liquidation proceeding.  Mr. Gottlieb was appointed as
the chapter 7 trustee.  Steven T. Gubner, Esq., at Ezra Brutzkus
& Gubner, represents the Trustee.


GATEWAY CASINOS: Moody's Lowers Corp Family Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service downgraded Gateway Casinos &
Entertainment Limited's Corporate Family ("CFR") and Probability
of Default ratings to B2 from B1 and the rating on the company's
CAD170 million second lien notes due 2017 to Caa1 from B3. At the
same time, Moody's affirmed the Ba3 rating on the senior secured
first lien credit facilities, subject to review of final
documentation. The rating outlook is stable.

The company plans to increase its existing term loan A facility by
CAD50 million and the amount of its revolving credit facility
commitment to CAD45 million from CAD35 million. The incremental
borrowings on the term loan and revolver combined with cash on
hand will be used to pay a one-time distribution of approximately
CAD75 million to Gateway's shareholders, subject to senior
lenders' approval through an amendment process.

The rating downgrade reflects the increase in Gateway's financial
leverage pro forma for the dividend recap to just below 6.0 times
debt/EBITDA from the low 5.0 times, at a time when improvement in
future earnings performance remains uncertain, particularly from
the three main casinos located in the Great Vancouver area, which
combined generate approximately 70% of the company's overall
property EBITDA. These casinos have experienced a downward trend
in earnings in the recent past largely due to margin deterioration
from higher operating costs and volatile table holds at certain
casinos.

The proposed amendment and dividend also weaken Gateway's
liquidity profile. The dividend will absorb a portion of the
company's cash balance. In Moody's view, Gateway needs to not only
stabilize but also to improve its EBITDA continuously in the
coming year in order to: 1) meet the aggressive term loan
amortization schedule of about CAD40 million per annum as
contemplated by the proposed amendment, 2) maintain adequate
cushion for compliance with continually tightening financial
covenants as proposed, and 3) fund potentially significant capital
requirements to support the new large development project in South
Surrey, B.C. While Moody's recognizes that the company has some
flexibility to manage its capital spending, delaying the new
development project would constrain EBITDA growth.

The rating action is as follows:

Ratings lowered:

Corporate Family Rating to B2 from B1

Probability of Default Rating to B2 from B1

CAD170 million second lien notes due 2017 to Caa1(LGD5, 85%)
from B3 (LGD5, 82%)

Ratings affirmed and LGD assessments revised:

CAD45 million first lien revolver expiring 2015 to Ba3 (LGD 3,
32%) from Ba3 (LGD2, 29%)

CAD200 million first lien term loan A due 2015 to Ba3 (LGD 3,
32%) from Ba3 (LGD2, 29%)

CAD200 million year first lien term loan B due 2016 to Ba3 (LGD
3, 32%) from Ba3 (LGD2, 29%)

Rating Rationale

The B2 CFR considers the risks associated with Gateway's small
size, limited diversification, and high leverage. The ratings also
recognize that approximately 70% of its property-level EBITDA
currently comes from the three casinos located in Greater
Vancouver area. In addition, the B2 CFR reflects Moody's view that
the tepid organic gaming revenue growth in Gateway's primary
markets in British Columbia and ever-intensifying competition
among existing gaming operators to maintain or increase market
share through higher marketing spending, could result in sustained
margin erosion in the foreseeable future. These factors could also
increase the execution risks at the South Surrey project that are
typical for a ground-up new development project, such as potential
project delays and cost overruns during construction, uncertain
demand and possibly higher than expected opening and operating
costs.

Positive rating consideration is given to the favorable regulatory
environment, including substantial barriers to entry that exist in
the Canadian gaming market -- currently there is no plan to issue
new gaming licenses in British Columbia and Alberta -- and the
company's eligibility for capital spending reimbursement programs
in British Columbia. Moody's also recognizes Gateway's significant
market position in B.C. in terms of total gaming revenue and
market share.

The stable outlook incorporates Moody's expectation that the
company will still likely generate positive excess cash flow
(before growth capex) despite earnings pressure, and continue to
pay down debt. It also anticipates that Gateway will continue to
benefit from the current moratorium on new gaming licenses in
British Columbia. At the same time, the stable rating outlook
acknowledges the aggressive term loan amortization schedule and
tightening financial covenants as proposed that could become
difficult to meet if Gateway's EBITDA does not improve.

Ratings could be lowered if it appears that Gateway's debt/EBITDA
will rise above 6.5 times and/or the benefits associated with the
moratorium on new gaming licenses in British Columbia and/or
capital recovery program are no longer in effect. Additionally,
ratings could be also lowered if liquidity deteriorates including
persistent negative free cash flow or covenant violations.

Ratings could be upgraded if it appears that Gateway is able to
reverse the downward earnings trend at its main casinos and
achieve/sustain debt/EBITDA around 5.0 times (including capital
expenditure recoveries). Also required for a rating upgrade would
be the continuation of the high barriers to entry and capital
recovery program that already exist, more visibility on the
company's ability to execute new development projects
successfully, and the company's maintenance of a sound liquidity
profile.

The principal methodologies used in rating Gateway were Global
Gaming rating methodology published in December 2009, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Gateway Casinos and Entertainment Limited manages casino
properties throughout Canada including three casinos and three
community gaming centers in the Greater Vancouver Regional
District, four casinos in Thompson-Okanagan region of British
Columbia, and two casinos in Edmonton, Alberta. Gateway emerged
from a recapitalization on September 16, 2010 pursuant to a Plan
of Arrangement. The company is principally owned by the funds
managed by The Catalyst Capital Group Inc. and Tennenbaum Capital
Partners. Combined, Catalyst and Tennenbaum own approximately 85%
of Gateway. Gateway has consolidated annual revenues of
approximately CAD258 million.


GENTA INC: To Amend First Quarter Form 10-Q
-------------------------------------------
Genta Incorporated has determined that for the three-month period
ended March 31, 2012, the Company's financial statements included
in Form 10-Q will need to be restated.  The Company will file an
amended 10-Q for such period as soon as practicable.

On July 24, 2012, during their review of interim financial
statements for the three and six months ended June 30, 2012, the
Company's independent registered public accounting firm informed
the Company's principal financial and accounting officer of a
potential misstatement in the Company's financial statements for
the three-month period ending March 31, 2012.  After consultation
with the Company's independent registered public accounting firm,
the Company's principal financial and accounting officer and its
Audit Committee concluded that the Company's unaudited financial
statements filed for the three-month period ended March 31, 2012,
contained a material misstatement pertaining to the Company's
calculation of a warrant liability and a resulting non-cash charge
to its statement of operations.

As previously disclosed, the Company's financial statements have
raised substantial doubt about the Company's ability to continue
as a going concern and as a result, the Company's independent
registered public accounting firm included an explanatory
paragraph in their report on the consolidated financial statements
for the year ended Dec. 31, 2011, with respect to this
uncertainty.  The Company has actively sought additional financing
and a strategic partner; however, to date those efforts have been
unsuccessful.  If the Company cannot secure financing or a
strategic partner, the Company may file for reorganization under
bankruptcy.

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

                        http://is.gd/OxRBO8

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GENTA INC: Five Directors Elected at Annual Meeting
---------------------------------------------------
Genta Incorporated held its 2012 Annual Meeting of Stockholders on
July 26, 2012.  The stockholders elected each of the Board's five
director nominees, namely:

   (1) Raymond P. Warrell, Jr. M.D.;
   (2) Marvin E. Jaffe, M.D;
   (3) Brian M. Leyland-Jones, Ph.D.;
   (4) Richard J. Moran; and
   (5) Christopher P. Parios.

The stockholders voted to approve a change in the corporate
domicile for the Company from Delaware to California and ratify
the appointment of EisnerAmper LLP as the Company's independent
registered public accounting firm for the year ended Dec. 31,
2012.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GREENMAN TECHNOLOGIES: Four Directors Elected at Annual Meeting
---------------------------------------------------------------
GreenMan Technologies, Inc., held its 2012 annual meeting of
stockholders on July 23, 2012, at which Maury Needham, Lew Boyd,
Kevin Tierney, Sr., and Lyle Jensen were elected to the Board of
Directors.  The Company received approval to amend its Restated
Certificate of Incorporation to change the Company's name from
GreenMan Technologies, Inc., to American Power Group Corporation,
to increase the Company's authorized shares of Common Stock from
100,000,000 to 150,000,000 and eliminate the description of the
Class A Convertible Preferred Stock.  In addition, the
shareholders ratified Schechter, Dokken, Kanter, Andrews & Selcer,
Ltd.'s appointment as the Company's independent auditors for the
fiscal year ending Sept. 30, 2012.

                    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.


GULF COUNTY: Moody's Affirms 'Ba1' Rating on Ad Valorem Tax Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on Gulf
County's (FL) underlying Limited Ad Valorem Tax, Series 2006,
affecting $3.5 million in outstanding limited tax debt. The bonds
are secured by a limited tax up to 6 mills levied and collected in
the Gulfside Front Municipal Services Taxing Unit (MSTU) and up to
4 mills in the Gulfside Interior MSTU. There is a debt service
reserve funded one-half with cash and one-half with a surety that
equates to 10% of the issue size. There is no authorization to
issue additional bonds. Proceeds of the original Series 2006 bonds
were for beach renourishment.

Summary Rating Rationale

The Ba1 rating recognizes that while the MSTU's pledged revenues
continue to be insufficient to cover annual debt service
requirements and these small and vulnerable MSTU's have
experienced a severe decline in taxable values from fiscal 2007 to
fiscal 2013, debt service payments over the remaining two years of
the debt are reasonably well protected. Additionally, the rating
incorporates management's proactive response in adopting an
ordinance that allows the operating millage rate to be raised up
to 10 mills in each MSTU, generating sufficient operating funds
(not pledged) to fully pay the MSTU's debt obligations.

Strengths

- Officials' proactive response in adjusting tax rates above
   pledged levels to repay bonds

- Availability of non-pledged funds to aid in debt repayment, if
   needed

Challenges

- Continuing declines in taxable values

- Relative narrow tax and population base and seasonal nature of
   communities

What Could Make The Rating Go Up:

- Dramatic increase in taxable values

- Significant improvement in debt service coverage

What Could Make The Rating Go Down:

- Notable slippage in tax collection rates

- Reduction in available funds to supplement pledged revenues

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


HANMI FINANCIAL: Seven Directors Elected at Annual Meeting
----------------------------------------------------------
Hanmi Financial Corporation held its 2012 annual meeting of
stockholders on July 25, 2012.  Joon Ahn, John A. Hall, Paul Seon
Hong Kim, Joon Hyung Lee, Joseph K. Rho, William J. Stolte and
Jay S. Yoo were elected to serve as directors of the Company.
An advisory (non-binding) proposal to approve the compensation of
the Named Executive Officers was approved.  The stockholders also
approved a proposal to ratify the appointment of KPMG LLP as the
Company's independent registered public accounting firm for the
fiscal year ended Dec. 31, 2012.

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

The Company's balance sheet at June 30, 2012, showed $2.84 billion
in total assets, $2.49 billion in total liabilities and $348.45
million in total stockholders' equity.

                           Going Concern

At Dec. 31, 2011, the Bank had a tangible stockholders' equity to
total tangible assets ratio of 12.48 percent.  Accordingly, the
Company is in compliance with the Final Order.  Pursuant to the
Written Agreement, the Company is also required to increase, and
is required to maintain, sufficient capital at the Company and at
the Bank that is satisfactory to the Federal Reserve Bank.  Should
the Company's asset quality erode and require significant
additional provision for credit losses, resulting in consistent
net operating losses at the Bank, the Company's capital levels
will decline and the Company will need to raise capital to satisfy
its agreements with the regulators and any future regulatory
orders or agreements the Company may be subject to.

The Bank is subject to additional regulatory oversight as a result
of a formal regulatory enforcement action issued by the Federal
Reserve Bank and the California Department of Financial
Institutions.  On Nov. 2, 2009, the members of the Board of
Directors of the Bank consented to the issuance of the Final Order
from the California Department Financial Institutions.  On the
same date, the Company and the Bank entered into the Written
Agreement with the Federal Reserve Bank.  Under the terms of the
Final Order and the Written Agreement, the Bank is required to
implement certain corrective and remedial measures under strict
time frames.


HAWKER BEECHCRAFT: Judge Approves $2MM Employee Retention Plan
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Stuart M. Bernstein on Thursday allowed Hawker Beechcraft
Inc. to institute a $1.9 million retention plan for 31 management
employees, while asking for more information on a $5.3 million
incentive plan for eight insiders before he decides that matter.

Bankruptcy Law360 relates that Judge Stuart M. Bernstein granted
the debtor's request for the so-called key employee retention
plan, aimed at keeping noninsider management-level employees on
board to help steer the company through the Chapter 11 process.

                      About Hawker Beechcraft

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

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

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.  Hawker Beechcraft
disclosed assets of $1,831,097 plus undetermined amounts, and
liabilities of $1,704,736,958 plus undetermined amounts.

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


HAWKER BEECHCRAFT: To Pay Subcontractors Amid Sale, Plan Talks
--------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that Hawker Beechcraft Inc. won bankruptcy court approval to pay
up to $17 million to the subcontractors helping it fill orders
from the U.S. Defense Department while the aircraft manufacturer
seeks to move forward with its restructuring case.

                      About Hawker Beechcraft

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

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

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.  Hawker Beechcraft
disclosed assets of $1,831,097 plus undetermined amounts, and
liabilities of $1,704,736,958 plus undetermined amounts.

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


HD SUPPLY: Moody's Assigns 'B2' Rating to "Add-On" 1st Lien Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 to HD Supply, Inc.'s
("HDS") proposed "add-on" 1st Lien Sr. Sec. Notes due 2015 (spring
maturity), increasing the amount of 1st Lien Notes to at least
$1.15 billion from $950.0 million. Proceeds from the "add-on"
issuance will be used pay down the company's asset-based revolving
credit facility by a minimum of $200 million, enhancing the
company's liquidity by increasing revolver availability and
remaining leverage neutral. Moody's also affirmed the Corporate
Family Rating and Probability of Default Rating at Caa1. The
company's speculative grade liquidity rating was affirmed at SGL-
3. The rating outlook is stable.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at Caa1;

Probability of Default Rating affirmed at Caa1;

$1.0 billion 1st Lien Term Loan B due 2015 (springing maturity)
affirmed at B2 (LGD3, 30%);

$950.0 million 1st Lien Sr. Sec. Notes due 2015 (springing
maturity) affirmed at B2 (LGD3, 30%);

1st Lien Sr. Sec. "add-on" Notes due 2015 (springing maturity)
assigned B2 (LGD3, 30%);

$675.0 million 2nd Lien Sr. Sec. Notes due 2015 (springing
maturity) affirmed at Caa1 (LGD4, 54%);

$1.8 billion Sr. Sub. Notes due 2015 affirmed at Caa3 (LGD5,
87%).

Speculative grade liquidity rating affirmed at SGL-3.

Ratings Rationale

The B2 rating assigned to the proposed "add-on" 1st Lien Senior
Secured Notes due 2015, two notches above the corporate family
rating, reflects the collateral securing these notes. These notes
will have a first priority interest in substantially all of the
company's non-current assets, 65% voting stock of HDS' primary
foreign operating subsidiaries, and a second priority interest in
the asset-based revolving credit facility's security. The "add-on"
Notes will be pari passu to the company's existing $950.0 million
1st Lien Senior Secured Notes due 2015, increasing the amount of
1st Lien Notes to at least $1.15 billion from $950.0 million, and
the $1.0 billion 1st Lien Term Loan B due 2017. The maturity of
the 1st Lien Notes will be extended to April 2019 and the maturity
for the Term Loan would be extended to October 2017 when most of
the $1.8 billion Sr. Sub. Notes due 2015 are refinanced. The 1st
lien Notes and Term Loan also benefit from approximately $3.3
billion in junior capital. Proceeds from the "add-on" issuance
will be used pay down the company's asset-based revolving credit
facility by a minimum of $200 million, enhancing the company's
liquidity by increasing revolver availability and remaining
leverage neutral. HDS drew down its revolving credit facility by
about $200 million to acquire Peachtree Business Products, which
closed on June 29, 2012.

HDS' Caa1 Corporate Family Rating reflects its highly leveraged
capital structure. (EBITDA -- CAPEX)/Interest Expense was 0.7
times for the twelve months through April 29, 2012. Also, debt-to-
EBITDA was about 9.0 times at 1Q12 and debt-to-book capitalization
exceeded 100% at the same period (all ratios incorporate Moody's
standard adjustments). Although HDS' operating performance is
improving, the company will still have difficulty in generating
significant levels of earnings and free cash flow relative to its
debt. The construction industry, a key driver of HDS' revenues, is
facing slow growth prospects and the maintenance and repair
operations ("MRO") business is subject to budgetary constraints of
its end users. Moody's believes that HDS may have difficulty
generating sufficient free cash flow to address its looming
maturities, resulting in the prospects of an untenable capital
structure with about $6 billion of committed credit facilities
maturing in 2015.

Positive rating actions are unlikely until HDS generates
substantial levels of earnings and free cash flows so that it can
contend with about $6.0 billion of committed facilities coming due
in 2015. HDS' maturity profile would be extended once the $1.8
bil. Sr. Subordinated Notes due 2015 are refinanced. A refinancing
of the capital structure that substantially improves the maturity
profile accompanied by a material improvement in credit metrics
could lead to upward ratings momentum.

Developments that could lead to downward rating pressures include
any erosion in the company's financial performance due to a
downturn in its end markets. Deterioration in HDS' liquidity
profile could also negatively impact the ratings.

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

HD Supply, Inc., located in Atlanta, GA, is one of the largest
North American wholesale distributors supporting residential and
non-residential construction and, to a lesser extent, electrical
consumption and repair and remodeling. HDS also provides
maintenance, repair and operations ("MRO") services. Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction. HDS operates throughout the U.S. and Canada serving
contractors, government entities, maintenance professionals, home
builders and professional businesses. The Carlyle Group, Bain
Capital, and Clayton, Dubilier & Rice, through their respective
affiliates (collectively the "Sponsors"), are the primary owners
of HDS. The Home Depot, Inc. retains a 12.5% minority ownership in
HDS. Revenues for twelve months through April 29, 2012 totaled
approximately $7.3 billion.


HD SUPPLY: S&P Retains 'B+' Rating on $1.15BB First-Lien Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' secured debt
rating on HD Supply Inc.'s 8.125% first-lien notes due 2019 is
unchanged. The company announced it will seek to add $200 million
to the existing $950 million notes outstanding, bringing the total
issue amount to $1,150 million. "The recovery rating on the notes
is '2', indicating our expectation of substantial (70% to 90%)
recovery in the event of a payment default. The 'B' corporate
credit rating and stable outlook on Atlanta-based HD Supply are
unaffected. We expect the industrial and maintenance supply
company to use proceeds to pay down its outstanding revolving
credit balances and for general corporate purposes. Pro forma for
the proposed transaction, we expect credit measures to remain
unchanged," S&P said.

"The ratings on HD Supply reflect the company's 'satisfactory'
business risk profile as a major industrial distributor of
infrastructure and energy, maintenance, repair and improvement,
and specialty construction products. The rating also reflects the
company's 'highly leveraged' financial risk profile and the impact
on its operating performance arising from the protracted weakness
in U.S. construction activity. However, the company's business-
line diversity, leading market positions, and operational scale to
weather the construction downturn partly offset these factors.
Although we remain uncertain about the ultimate depth and duration
of the construction cycle's decline, HD Supply continues to expand
its share of sales in the maintenance repair and operations and
infrastructure markets, and reduce the effect of the weak
construction markets on its near- to intermediate-term operating
performance. Its capital structure has more than $5 billion of
funded debt," S&P said.

RATINGS LIST

HD Supply Inc.
Corporate Credit Rating                   B/Stable/--

Rating Remains Unchanged

HD Supply Inc.
$1,150 mil first-lien notes due 2019      B+
  Recovery Rating                          2


HERCULES OFFSHORE: Incurs $55 Million Net Loss in Second Quarter
----------------------------------------------------------------
Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $55.07 million on $178.95 million of revenue for the
three months ended June 30, 2012, compared with a net loss of
$23.43 million on $170.20 million of revenue for the same period
during the prior year.

The Company reported a net loss of $93.41 million on $322.27
million of revenue for the six months ended June 30, 2012,
compared with a net loss of $37.64 million on $329.57 million of
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $2.04 billion
in total assets, $1.13 billion in total liabilities and $913.21
million in stockholders' equity.

John T. Rynd, Chief Executive Officer and President of Hercules
Offshore stated, "Our second quarter results, excluding the
impairment of the Hercules 185, reflect improvements in revenue
and operating income for each segment from first quarter 2012
levels.  A continuation of the strong drilling fundamentals in the
U.S. Gulf of Mexico has led to a fifth consecutive quarter of
revenue growth in our Domestic Offshore segment.  Discussions with
customers suggest solid jackup rig demand in the U.S. Gulf of
Mexico well into 2013.  We are also encouraged by the strong
bidding activity at the latest Central Gulf of Mexico Lease Sale,
which is another positive indicator of future rig demand by E&P
companies active in the region."

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

                        http://is.gd/8t5Yxb

                      About Hercules Offshore

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

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

                           *     *     *

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

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

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

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


HMC/CAH CONSOLIDATED: Separate Plans for Hospitals to Keep NOLs
---------------------------------------------------------------
HMC/CAH Consolidated, Inc., and 12 of its wholly owned
subsidiaries have each filed a plan of reorganization.  The
Debtors submitted a joint disclosure statement explaining the
terms of their reorganization plans, which is not subject to
substantive consolidation.

The Debtors have structured their respective Plans to ensure the
ongoing availability to the Reorganized Debtors of approximately
$12.4 million in net operating loss carryforwards which could be
lost if there were a "change of control" of the Debtors under Tax
Code Sec. 382 and applicable regulations.

Under the Plans, secured creditors will be paid their allowed
secured claims in full and (if paid over time) with interest.  The
Plans each contemplate that in a dispute over the value of -- or
interest on -- a secured claim, the secured creditor will be paid
the value of their collateral as determined by the Bankruptcy
Court at an interest rate determined by the Bankruptcy Court.

Members of all classes of unsecured creditors may elect to be paid
in full the Allowed amount of their Claims over time (for a period
of up to 20 years) through acceptance of Class 1 Preferred Stock.
Alternately, holders of claims in convenience classes (each
unsecured creditor holding a claim up to $1,000) have the option
of receiving a 50% cash distribution on their allowed claims on
the Effective Date.  Certain holders of General Unsecured Claims
(those parties holding such claims in the amounts of $1,001 to
$4,000) may elect to be treated in the Convenience Class in the
applicable Plan by choosing to cap the Allowed amount of their
Claims at $1,000 and receive a 50% cash-out option. The Debtors
estimate that, of the approximately 1600 holders of unsecured
claims, roughly 850 hold Claims which fall into the Convenience
Classes.  If all eligible holders of General Unsecured Claims also
elect to be treated in the Convenience Classes, that number rises
to approximately 1200 of the 1600 total claims.

Holders of allowed general unsecured Claims against each Debtor
also may choose, as an alternative to acceptance of payment in
full in Class 1 Preferred Stock, to share in a pro rata
distribution of a "pot" of $50,000 per Plan (totaling $650,000 for
all Plans) to be distributed by a Creditor Trust administered by a
trustee designated by the Committee.

The alleged unsecured deficiency claims of mezzanine lender HPCG
Hospital Investment LLC -- HHI -- are separately classified in
each Plan due, among other things, to its alleged rights as a
secured lender, its alleged rights with respect to guaranties, and
its prior participation on the Debtors' Board of Directors.  HHI's
Claims are the subject of a substantial dispute, and the Plans
provide for that dispute to be litigated to conclusion after
confirmation and the Effective Date.  Consequently, HHI's
treatment contemplates the various outcomes of the litigation and,
if allowed, HHI will receive comparable treatment to the general
unsecured classes by being provided a cash-out "pot" option or the
long-term payment-in-full option in the form of Class 1 Preferred
Stock.  Pending resolution of the HHI Litigation, any such
distributions would be escrowed by the Debtors.

Because all classes of creditors have the option to receive
payment in full over time, holders of Old Equity Interests will
retain their interest; provided, however, that such holders may
not receive any distributions until all payments of Class 1 and
Class 2 Preferred Stock are completed in full.

A copy of the Joint Disclosure Statement filed July 3, 2012, is
available at:

    http://bankrupt.com/misc/HMC_CAH_Plan_Outline_070312.pdf

                    About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


HORIZON LINES: Enters Into COC Agreements with Executive Officers
----------------------------------------------------------------
The Board of Directors of Horizon Lines, Inc., authorized the
Company to enter into a Change of Control Severance Agreement,
dated July 25, 2012, with Michael T. Avara, executive vice
president and chief financial officer, Brian W. Taylor, executive
vice president and chief operating officer and Michael F. Zendan
II, senior vice president, general counsel and secretary and
certain other officers of the Company.  The principal executive
officer did not enter into a COC Agreement with the Company, but
he has an employment agreement with the Company that includes
change of control terms.

"Change of Control" means the date on which the Corporation
experiences a change in ownership.

The COC Agreements provide that if the executive is terminated
without "Cause", or if the executive terminates his employment for
"Good Reason", within 24 months of a "Change of Control", the
executive will be entitled to receive:

  * a cash lump sum severance payment equal to two times the sum
    of: (A) the executive's annual base salary in effect
    immediately before his or her termination, and (B) the
    executive's annual target bonus opportunity for the fiscal
    year in which the severance payment is triggered;

  * full vesting of the executive's equity awards outstanding on
    the termination date and not otherwise vested;

  * a cash lump sum payment equal to the total premiums the
    executive would have been required to pay for 18 months of
    COBRA continuation coverage for himself or herself, plus any
    eligible dependents;

  * continued participation for the executive and his or her
    eligible dependents in the Company's optional life insurance
    and optional personal accident plans for two years following
    the executive's termination date; and

  * outplacement services incurred of up to $25,000 for the period
    ending one year after the termination date.

The executive will be eligible to receive the payments and
benefits under the COC Agreement if the executive executes a
release in favor of the Company and enters into a noncompete,
nonsolicitation and nondisclosure agreement in favor of the
Company.

The term of each COC Agreement will end on Dec. 31, 2013, and will
automatically be extended for additional one-year periods, unless
90 days prior to the end of the term, the Company or the executive
will give notice to the other party not to extend the term.
However, the term will immediately expire if the executive is
terminated by the Company for any reason prior to a Change of
Control.  Further, in the event of a Change of Control, the term
will automatically be extended to the second anniversary of the
Change of Control, and the term will not end during the severance
period of an executive.

Any payments an executive receives under the COC Agreement will be
in lieu of any similar severance or termination compensation such
that there will be no duplication of severance payments or
benefits.

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

                        http://is.gd/jnvFeq

On July 25, 2012, the Board authorized the Company to amend the
Executive Severance Plan to provide that if an executive is a
party to a COC Agreement, it will not preclude the executive from
being eligible to participate in the Executive Severance Plan.

                  2012 Incentive Compensation Plan

On July 25, 2012, the Board adopted the 2012 Incentive
Compensation Plan to provide employees of the Company and its
affiliates the opportunity to earn equity and other incentive
compensation.  The Board also reserved and authorized 4,450,000
shares of the Company's common stock for issuance pursuant to
awards to be granted under the 2012 Plan.  The 2012 Plan does not
replace or supersede the Company's 2009 Incentive Compensation
Plan, and approximately 35,000 shares of the Company's common
stock remain authorized and available for issuance under the 2009
plan.

The 2012 Plan will terminate on the close of business on the day
immediately following the tenth anniversary of the 2012 Plan's
effective date and no new awards may be granted after its
termination.  Generally, the Board may terminate the 2012 Plan at
any time and may amend the 2012 Plan at any time.

A copy of the 2012 Plan is available for free at:

                        http://is.gd/J5o0Bv

               Director Restricted Stock Unit Awards

On July 25, 2012, the Board granted each non-employee member of
the Board 150,000 restricted stock units pursuant to the terms of
the 2012 Plan.  The restricted stock units will vest on the
following dates if the director is continuously a member of the
Board on the following dates: 30,000 restricted stock units on
March 31, 2013, 60,000 restricted stock units on March 31, 2014,
and 60,000 restricted stock units on March 31, 2015.  All of the
restricted stock units will be settled in shares of the Company's
stock.  All of the unvested restricted stock units will
immediately vest and no longer be subject to restriction
immediately prior to a change of control, as defined in the 2012
Plan.  All of the restricted stock units carry dividend equivalent
rights.

                 Employee Restricted Stock Unit Awards

On July 25, 2012, the Committee granted certain officers of the
Company restricted stock units, subject to the terms of the 2012
Plan, including the following grants to certain executive
officers: Michael T. Avara, 616,667 restricted stock units; Brian
W. Taylor, 616,667 restricted stock units; and Michael F. Zendan
II, 375,000 restricted stock units.

A complete copy of the Form 8-K disclosure is available at:

                        http://is.gd/ifDRYt

                        About Horizon Lines

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

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

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

                            Refinancing

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

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

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

                           *     *     *

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

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


ICOP DIGITAL: Suspending Filing of Reports with SEC
---------------------------------------------------
Digital Systems, Inc., formerly known as ICOP Digital, Inc., filed
a Form 15 with the U.S. Securities and Exchange Commission
notifying of its suspension of its duty under Section 15(d) to
file reports required by Section 13(a) of the Securities Exchange
Act of 1934 with respect to its common stock, no par value.  There
was no holder of the common shares as of July 25, 2012.

                         About ICOP Digital

Founded in 2002, ICOP Digital Inc. sells surveillance equipment
for law enforcement agencies.  Lenexa, Kansas-based ICOP Digital
filed for Chapter 11 protection in Kansas City (Bankr. D. Kan.
Case No. 11-20140) on Jan. 21, 2011.  In its schedules, the Debtor
disclosed assets of $1.67 million and debt of $2.74 million.  The
balance sheet as of Sept. 30, 2010, had assets on the books for
$6.7 million and total debts of $4.3 million.  Joanne B. Stutz,
Esq., at Evans & Mullinix PA, in Shawnee, Kansas, serves as the
Debtor's bankruptcy counsel.

The Debtor has been renamed as of March 14, 2011, to Digital
Systems, Inc.

Digital Systems filed with the Court a Disclosure Statement
explaining its Plan of Liquidation on Feb. 14, 2012.  The
Bankruptcy Court confirmed the plan of liquidation of Digital
Systems on April 26, 2012.

The Bankruptcy Court entered a Final Decree on June 19, 2012,
closing the bankruptcy case of Digital Systems.


ISTAR FINANCIAL: Incurs $51.1 Million Net Loss in Second Quarter
----------------------------------------------------------------
iStar Financial Inc. reported a net loss of $51.12 million on
$96.72 million of total revenues for the three months ended
June 30, 2012, compared with a net loss of $26.02 million on
$125.42 million of total revenues for the same period a year ago.

The Company reported a net loss of $97.17 million on $188.69
million of total revenues for the six months ended June 30, 2012,
compared with net income of $57.88 million on $232.98 million of
total revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $7.18 billion
in total assets, $5.71 billion in total liabilities and $1.47
billion in total equity.

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

                        http://is.gd/AYPFyk

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

                           *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


JACKSON GREEN: U.S. Trustee Withdraws Motion to Convert Case
------------------------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 11, notified the
U.S. Bankruptcy Court for the Western District of Wisconsin that
he has withdrawn his motion to convert the Chapter 11 case of
Jackson Green, LLC, to one under Chapter 7 of the Bankruptcy Code.

The Trustee has also withdrawn his objection to the Debtor's
motion to dismiss case.

On June 4, the Debtor objected to the Trustee's motion saying that
it voluntarily requested for the case dismissal because the real
estate and collateral of Wells Fargo Bank N.A., were transferred
in the 11 U.S.C. Sec. 363 sale to Wells Fargo, and that there is
no need for a Chapter 7 bankruptcy.

Wells Fargo is trustee for the registered Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2006-C4.

                        About Jackson Green

Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial
office building and parking lot in Chicago.  Jackson Green
originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case
No. 09-10099) on Jan. 9, 2009.  The Court confirmed the Debtor's
chapter 11 plan on May 18, 2010.

Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No.
11-14038) on June 23, 2011.  Judge Thomas S. Utschig presides over
the so-called Chapter 22 case.  The Law Office of Terrence J.
Byrne serves as the Debtor's Chapter 22 counsel.

In its schedules, the Debtor disclosed $25.2 million in assets and
$22.8 million in liabilities.

Secured lender Wells Fargo is represented by lawyers at Foley &
Lardner LLP.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Jackson Green have
expressed interest in serving on a committee.


JEFFERSON COUNTY, AL: Bondholders Prepare for Fight While Talking
-----------------------------------------------------------------
Steven Church at Bloomberg News reports that bondholders of
Jefferson County, Alabama, who last month won a court ruling
shielding them from some payment reductions, face a new battle in
the biggest U.S. municipal bankruptcy after starting talks with
county officials.

According to the report, the trustee for bondholders asked the
judge overseeing the case for access to details about the
insolvent sewer system, which owes creditors about $3.1 billion.
The details will help bondholders determine the value of the
system, which serves as their collateral, lawyers for the trustee,
Bank of New York Mellon Corp., said July 26 in court papers.

The bondholders are preparing for a court battle over the value of
the system, while not agreeing that such a discussion is relevant.

"The trustee disputes that a valuation of the system or the net
system revenues is appropriate or relevant in connection with the
county's obligations," the trustee said.

Jefferson County is deciding how much to raise sewer rates and
whether the value of the system has fallen enough to justify
forcing bondholders to take less than they are owed.

The county and bondholders started a new round of negotiations
last week that will focus partly on the value of the system, Ken
Klee, the county's bankruptcy attorney, said in an e-mail July 27,
according to the Bloomberg report.

According to Bloomberg, should the county decide to push for a
reduction of the sewer bond debt, the judge would consider the
present value of the bondholders' collateral, which is made up
mostly of system assets.

The county contends that under Chapter 9 of the U.S. Bankruptcy
Code, Judge Thomas B. Bennett in Birmingham, Alabama, has the
power to reduce the amount of the bond debt to be in line with the
value of the bondholders' collateral.  Bondholders disagree.

The commission may decide whether to pursue a cut to the sewer
debt in October, Mr. Klee said.

                       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.


LBI MEDIA: Moody's Says Planned Note Exchange Limited Default
-------------------------------------------------------------
Moody's Investors Service said LBI Media Inc. recently announced
plans to exchange its 8.5% Senior Subordinated Notes due 2017 and
LBI Media Holdings, Inc.'s 11% Senior Discount Notes due 2013 at a
combined 48% - 55% discount to par. To the extent the company is
able to complete at least a portion of the debt exchanges at a
significant discount, Moody's would view the transaction as a
limited default. Accordingly, Moody's would likely change the
Probability-of-Default Rating (PDR) to Caa2/LD to record the
deemed limited default event. Moody's would remove the "LD"
approximately three days later.

If completed as proposed, the note exchange would eliminate 45% -
52% of the cushion provided by unsecured notes. To the extent 70%
or more of the unsecured notes are exchanged, Moody's would likely
downgrade the 9.25% senior secured notes two notches from B3 to
Caa2, in line with the CFR. To the extent LBI Media is able to
exchange only 15% to 70% of the unsecured notes, there would be
more cushion of unsecured debt than proposed, and Moody's would
likely downgrade the 9.25% senior secured notes only one notch to
Caa1. Moody's is monitoring events and will take the appropriate
rating actions to reflect results of the proposed exchange.

On April 3, 2012, Moody's downgraded the company's ratings to Caa2
and changed the outlook to negative following much weaker than
expected results for 4Q2012. The downgrade and outlook change was
driven by weakened liquidity, revenue and EBITDA declines for
radio stations compounded by EBITDA declines for television
operations, and Moody's view that LBI's credit metrics are
unsustainable.

Headquartered in Burbank, CA, LBI Media, Inc. operates Spanish-
language broadcasting properties including 21 radio stations (15
FM and 6 AM generating 47% of 2011 revenue) and 9 television
stations plus the EstrellaTV Network (53% of 2011 revenue).
EstrellaTV is a Spanish-language television broadcast network that
was launched in the fall of 2009. Through EstrellaTV, the company
is affiliated with television stations in 39 DMAs comprising 78%
of U.S. Hispanic television households. Jose Liberman founded the
company in 1987, together with his son, Lenard Liberman.
Shareholders include Jose Liberman (20%), Lenard Liberman (41%),
Oaktree Capital (26%) and Tinicum Capital (13%). The dual class
equity structure provides the Liberman's with 94% of voting
control between Jose Liberman (31%) and Lenard Liberman (63%).
Revenues for FY2011 totaled $117.5 million.


LEHMAN BROTHERS: $3.4-Bil. in Claims Traded May to June
-------------------------------------------------------
The value of claims traded in Lehman Brothers Holdings Inc.'s
bankruptcy case in May and June increased after recording a year-
to-date low in dollar value of claims transferred in April,
SecondMarket said in reports.

In May, the value of claims traded increased 30% to $1.95 billion
mainly fueled by continued interest in LBHI, which accounted for
$1.5 billion of total activity across 265 unique transfers.  The
average amount of claim traded in May in LBHI's case was $5.8
million, SecondMarket reported.

In June, LBHI accounted for more than 80% of all claims trading
activity, the report added.  There were 422 claims that changed
hands in LBHI's case in June, with an aggregate amount of $1.9
billion.  The average amount of claim that traded in June in
LBHI's case was $4.5 million.

The Wall Street Journal also reported that distressed investors
bought and sold $2.34 billion worth of bankruptcy claims in June,
nearly all of which is tied to Lehman Brothers Holdings Inc. and
another financial firm, MF Global.

For the past 12 months, 13,281 claims with a total amount of
$41.146 billion filed in LBHI's bankruptcy cases changed hands,
SecondMarket related.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Senior Management Blamed for Bankruptcy
--------------------------------------------------------
J.P. Morgan & Co. said Lehman Brothers Holdings Inc.'s senior
management is to blame for its "disastrous" high-risk strategy
that resulted in a series of fraudulent transactions and led to
its bankruptcy, Fox Business reported.

According to Fox Business, J.P. Morgan said in a recent filing in
company's $8.6 billion lawsuit against the bank that Lehman's
managers made large bets using the company's own balance sheet and
"deliberately ignored, overrode, manipulated or otherwise failed
to adhere to its own internal risk policies and procedures."

Then, as the market began to crash "and Lehman began to feel the
impact of what had become a disastrous strategy, Lehman engaged
in a series of fraudulent transactions designed to conceal the
company's true financial condition," J.P. Morgan said, the report
notes.

J.P. Morgan further said Lehman's use of Repo 105 "is only one of
many such frauds' employed to mislead ratings companies, Wall
Street analysts, the market and its creditors."

Repo 105 is an accounting technique allegedly used by Lehman to
move as much as $50 billion in assets off its balance sheet,
which made it appear that the company had reduced its debt
levels.

Lehman filed the lawsuit to recover billions of dollars that J.P.
Morgan allegedly seized as collateral.  J.P. Morgan, which served
as the company's main clearing bank in the 2008 financial crisis,
allegedly threatened to discontinue its services unless the
company posted excessive collateral.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Says Cash Flows May Reach $40.5 Billion
--------------------------------------------------------
Lehman Brothers Holdings Inc.'s cash flows may reach $40.5 billion
through 2015 and beyond, according to a filing with the U.S.
Bankruptcy Court in Manhattan.

The new cash flow estimate includes $7.6 billion of payments by
affiliates that the company doesn't control, including $2 billion
it received through June 30, 2012.  It also includes $1.1 billion
collected from litigation and excludes any estimates of potential
future litigation receipts.

The new total, which is $6 billion more than previously
estimated, also includes $22.5 billion already paid to Lehman
creditors.

"Material uncertainties continue to exist regarding the ultimate
value realizable from the company's assets, the timing of asset
recoveries, future costs, and the eventual level of allowed
creditors' claims," Lehman said in the filing.

The company further disclosed that sales of its commercial real
estate may bring in as much as $12.9 billion or $1.6 billion more
than previously estimated.  Private-equity investments may
contribute $8.8 billion while derivatives are expected to bring
in $5.9 billion.

Lehman said the new estimates are based on undiscounted cash flows
from assets managed in a wind down or sale over the period from
Jan. 1, 2012 through the estimated end of its activities.

A full-text copy of the July 25 filing is available without charge
at http://bankrupt.com/misc/LBHI_2012CashFlowEstimate.pdf

                       About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEVEL 3 FINANCING: S&P Rates $1.415BB Term Loan Facilities 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '1' recovery rating to Broomfield, Colo.-based Level 3
Communications Inc. subsidiary Level 3 Financing Inc.'s proposed
$1.415 billion secured term loan facilities. The proposed
financing consists of two term loan B tranches, including a seven-
year tranche of up to $1.115 billion and a 3.5-year tranche of at
least $300 million. "The '1' recovery rating reflects our
expectation of very high (90% to 100%) recovery of principal in
the event of a default. We expect the company to use the proceeds
to refinance the existing $1.4 billion term loan A that matures in
2014," S&P said.

"The ratings on Level 3 and subsidiaries, including the 'B-'
corporate credit rating, and the positive outlook are not affected
by the proposed refinancing. Although we expect a small increase
in borrowing costs compared to the existing term loan A, the
transaction does not change our assessment of the company's
financial risk profile as 'highly leveraged.' We expect debt
leverage, including our adjustments, mostly for operating leases,
to improve to an area above 6x, from recent levels of over 8x,"
S&P said.

"Level 3 provides a range of communications services, including
voice, data, and broadband on its extensive long-haul and
metropolitan fiber networks. The company's October 2011 $3 billion
acquisition of Global Crossing Ltd. expanded its footprint,
especially in Latin America. The positive outlook cites the
potential for a one-notch upgrade if Level 3 demonstrates that it
is successfully integrating Global Crossing and, further, is on
track to realize at least the bulk of what the company projects to
ultimately be $300 million in annual operating synergies," S&P
said.

RATINGS LIST

Level 3 Communications Inc.
Corporate Credit Rating     B-/Positive/--

New Ratings

Level 3 Financing Inc.
Senior Secured              B+
   Recovery Rating           1


LIGHTSTYLES LTD: Can't Use Susquehanna Bank Cash Collateral
-----------------------------------------------------------
Bankruptcy Judge Mary D. France denied the request of LightStyles,
Ltd., to use cash collateral of Susquehanna Bank, successor in
interest to Graystone Tower Bank.  The Bank objected the request,
asking the Court to authorize the use of cash collateral only to
the extent that the Debtor provided the Bank with adequate
protection of its rights.  The Bank holds a security interest in
all of the Debtor's assets other than motor vehicles, including
assets that constitute cash collateral.

The Debtor owes the Bank roughly $13 million.  According to the
Debtor's schedules, on the date the petition was filed, the Debtor
held cash, accounts receivable and inventory of roughly $8.4
million.

At an emergency hearing on July 9, the Court entered an interim
order permitting the Debtor to use cash collateral and directing
the Debtor (1) to pay the Bank $20,000 by July 16, 2012; (2) to
maintain its accounts at the Bank; and (3) to provide the Bank
with certain reports that would allow it to monitor the Debtor's
operations. A final evidentiary hearing was held on July 23 at
which time the Bank renewed its objection to the further use of
cash collateral.

At the final evidentiary hearing on July 23, the Bank's witness
testified that the value of the collateral securing the Loans was
between $3 million and $5 million.  He also testified that the
value of other assets owned by the Debtor securing the Loans,
including equipment, did not exceed $500,000. The Court finds
these assessments of value to be credible. Therefore, the Bank's
interest in Debtor's collateral is undersecured and any diminution
in the value of the collateral will result in a loss to the Bank
unless its interests are adequately protected.

According to Judge France, the Debtor seeks to use cash collateral
without restriction, albeit for a limited duration of 30 days,
based on "the thinnest of evidence".

According to Judge France, the Court is unable to determine
whether or not the contractual monthly payment of $57,924.25 on
the loans provides adequate protection because the source for this
payment was not specified.  If the payments will be made from pre-
petition accounts receivable, then no additional protection to the
Bank is being afforded.  Most of the payment is applied to
interest and not to the reduction of principal.  However, if the
payments were made from post-petition accounts not subject to the
Bank's lien, these payments would constitute additional protection
to the Bank.  The Court also noted that permitting the Bank to
retain half of the accounts it has collected is not adequate
protection.  Rather, from the creditor's perspective, retention by
the Debtor of half of the accounts receivable is the dissipation
of collateral.  The Court also said the Debtor's proposal to
transfer the titles to vehicles in which the Bank did not have a
pre-petition perfected security interest does provide additional
protection to the Bank's interest.  However, the amount of
protection afforded is small.  The Debtor's schedules report a
book value for the vehicles of roughly $125,000. Considering the
age of some of the vehicles, they probably should be valued at
less than $100,000.  This value is not substantial when compared
against the Debtor's budget and the rate at which cash will be
expended.  Finally, the Court does not believe that the promissory
notes from some customers offer any additional adequate protection
to the Bank.

Although not directly offered as adequate protection, the Debtor
has asserted that the Bank will be protected by increased revenues
from the business during the next six months.  The Debtor has
obtained a new agreement to provide distribution services to a
major manufacturer.  Because he was bound by a confidentiality
agreement with the new company, the Debtor's principal was unable
to disclose its identity at the July 23 hearing, but he stated
that he would be meeting with the manufacturer over the next few
weeks to prepare to launch this new line.  Based upon this
potential for increased sales, the Debtor's principal stated that
he expected the Debtor's sales to double from current levels in
the second half of 2012 and then triple from current levels in
2013.  Therefore, the Debtor expects to go from a net loss of
$655,133 for the first five months of 2012 to a net profit by
year's end.

"Had this Court been presented with a more realistic and
substantiated proposal to afford protection to the Bank, authority
to use cash collateral may have been granted. The current
proposal, however, is simply inadequate," Judge France said.

A copy of Judge France's July 27, 2012 Opinion is available at
http://is.gd/gFZXk6from Leagle.com.

LightStyles, Ltd., and an affiliate corporation, Marvin Window &
Door Showplace, Inc., filed Chapter 11 bankruptcy petitions
(Bankr. M.D. Pa. Case No. 12-03711) on June 22, 2012, listing
under $1 million in assets.  LightStyles is a distributor of
windows, doors, and hardware for both residential and commercial
construction.  Lawrence G. Frank, Esq., at Thomas, Long, Niesen
and Kennard, serves as the Debtor's counsel.


LSP ENERGY: Judge Strikes Breakup Fee From Stalking Horse Deal
--------------------------------------------------------------
Kelly Rizzetta at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Judge Mary F. Walrath on Thursday nixed a controversial
$5.5 million breakup fee LSP Energy LP pledged to South
Mississippi Electric Power Association, which inked eleventh hour
stalking horse agreement that riled other would-be buyers.

Marie Beaudette at Dow Jones' DBR Small Cap reported another
potential bidder balked at proposed deal sweeteners for LSP
Energy's proposed stalking-horse bidder.

BankruptcyData.com reported that LSP Energy's informal group of
bondholders filed with Court a limited objection to the sale
procedures.  The bondholders' objection explains, "Due to the
magnitude of its claim as well as the length of the Maintenance
Contract, Siemens is keenly interested in the manner in which the
bidding process is conducted and in the outcome of the auction
process.  The Stalking Horse Bid does not contemplate an
assumption of the Maintenance Contract and is currently in an
amount that will not be sufficient to pay the Debtors' unsecured
creditors the full amount of their claims. Consequently, it is
extremely important to Siemens that other potential purchasers are
encouraged to engage in an auction process for the Assets or
Equity Interests"

                          About LSP Energy

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

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

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

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

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

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


M & J: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------
Debtor: M & J Distribution Systems, Inc.
        aka La Pesca
        4000 W. 40th Street
        Chicago, IL 60632

Bankruptcy Case No.: 12-29350

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: John F. Hiltz, Esq.
                  HILTZ & WANTUCH LLC
                  53 West Jackson Boulevard, Suite 205
                  Chicago, IL 60604
                  Tel: (312) 566 9008
                  Fax: (312) 566 9015
                  E-mail: jhiltz@hiltzlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-29350.pdf

The petition was signed by Esther Garate, president.


MF GLOBAL: Case Trustee Sees Full Recovery for US Customers
-----------------------------------------------------------
The Wall Street Journal's Devlin Barrett and Aaron Lucchetti
report that Louis J. Freeh, the Chapter 11 trustee for MF Global
Holdings Ltd., said in a written testimony submitted to the Senate
Agriculture Committee for a hearing on Wednesday that farmers,
ranchers, traders and other investors still owed an estimated $1.6
billion "eventually will be made whole."

In his testimony, a copy of which was reviewed by The Wall Street
Journal, Mr. Freeh said: "It is my belief . . . all of the
customers" of the brokerage firm "eventually will be made whole"
through the efforts of James Giddens, the trustee of MF Global's
U.S. brokerage firm.

Prosecutors and regulators are trying to determine who is
responsible for withdrawing money from the customer accounts,
which under U.S. rules should have been kept separate from MF
Global's own money.  WSJ notes a full recovery for MF Global
customers might ease the criticism that has dogged Jon S. Corzine,
the former New Jersey governor and Goldman Sachs Group Inc.
chairman who became chief executive of MF Global in 2010.  Still,
Mr. Corzine and other top executives could face charges if
prosecutors and regulators decide that they willingly endangered
customer money.  Mr. Corzine has repeatedly said he never ordered
anyone to misuse customer funds.

According to WSJ, Mr. Freeh said his conclusion is based on a
review that includes "currently available public data in the
United States and reports issued by affiliates and administrators
around the world," a reference to Mr. Giddens and other officials
who have spent months trying to track down the money missing from
customer accounts.

WSJ relates a person familiar with Mr. Freeh's analysis said there
might even be enough left over once customers are repaid to
distribute roughly $500 million or more in additional assets to
the company's creditors.

WSJ says a spokesman for Mr. Giddens, however, was cautious
Tuesday about Mr. Freeh's prediction, saying that the recovery
efforts still face daunting obstacles. "There are big challenges
ahead for us in getting assets back," said the spokesman. "Of
course, our hope continues to be that we'll be able to return 100%
to the former customers, but we can't make that prediction right
now."

The report notes Mr. Freeh didn't indicate in his written
testimony how soon the hole might be filled, or even say whether
he agreed with Mr. Giddens's estimate that the missing funds total
$1.6 billion. Mr. Freeh isn't expected to attend Wednesday's
hearing because of a scheduling conflict.

                          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 was 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.

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.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Capstone Advisory Group LLC
as financial advisor.

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.


MOON VALLEY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Moon Valley Country Club
        151 West Moon Valley Drive
        Phoenix, AZ 85023

Bankruptcy Case No.: 12-16548

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Robert P. Harris, Esq.
                  QUARLES & BRADY LLP
                  One Renaissance Square
                  2 N. Central Avenue
                  Phoenix, AZ 85004-2391
                  Tel: (602) 229-5411
                  Fax: (602) 420-5111
                  E-mail: robert.harris@quarles.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/azb12-16548.pdf

The petition was signed by William Doyle, president.


MSR RESORT: Winthrop Affiliate Wants More Say in Plan for Resorts
-----------------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
an affiliate of Michael Ashner's Winthrop Realty Trust that co-
invested with Paulson & Co. in a group of well-known resorts is
suing the hedge-fund firm, saying that it wants a say in the
resorts' restructuring plan or for Paulson to buy its stake.

                         About MSR Resort

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

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

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

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

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

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

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

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


NEW ENGLAND BUILDING: No Rival Plan Filed; Plan Hearing Sept. 11
----------------------------------------------------------------
There's a hearing scheduled Sept. 11, 2012 at 1:30 p.m. to
consider the disclosure statements for any entity that files a
Chapter 11 plan on or before July 30 for debtor New England
Building Materials LLC.

According to the scheduling order entered by the bankruptcy judge,
the Debtor, the Official Committee of Unsecured Creditors, the
Office of the United States Trustee, TD Bank, N.A., and Seaboard
International Products, LLC will participate in a mediation
session as to issues arising from the Debtor's plan of
reorganization and any competing plan with the Honorable
Louis H. Kornreich in August 2012.  The Debtor will promptly
contact Judge Kornreich's chambers to schedule the mediation
session.

Only the Debtor has so far filed a Chapter 11 Plan and explanatory
Disclosure Statement.

Objections to the approval of the adequacy of the information in
the Disclosure Statement dated June 13, 2012 are due Sept. 4.

                      Sanford Mill Remains

According to the Disclosure Statement, the Debtor has continued
and substantially completed the divestiture of its retail,
building supply business, which originally consisted of nine
locations in Maine and Massachusetts.

Among other things, the Debtor has consummated the sales of its
facilities in Sanford, Springvale, and Windham, realizing
approximately $3.6 million dollars in proceeds, most of which have
been used, per the terms of the Debtor's DIP Financing, to pay
down the Debtor's obligations to the Bank.

The Debtor anticipates completing the sale of its retail-related
assets and vacating the Lakeville facility (where is it is also a
tenant) by the end of July of this year.

Once the sales are completed the Debtor will be operating only its
Eastern White Pine sawmill in Sanford, Maine, which the Debtor
expects will continue to generate positive net income from
operations, and will provide the funding necessary for the Debtor
to meet its obligations under the Plan.

The Debtor's Plan will permit the continued employment of
50 employees in the Sanford, Maine area.

The Debtor expects to obtain approval of the Plan in the third
quarter of 2012.

                $1 Million for Unsecured Creditors

Under the Plan, the Debtor will receive new equity investment from
its owners, up to $250,000 and as necessary for it to fund all of
its payment obligations on the Effective Date of the Plan.  In
addition, the Debtor expects to obtain a revised, revolving line
of credit from its prepetition lender, TD Bank, NA.  The Debtor
will use the proceeds of its new investment, revenues generated by
its operations, and the proceeds of causes of action created by
the Bankruptcy Code, to pay all of the costs of its Chapter 11
proceedings (administrative expenses), all sales tax obligations
owed to state taxing authorities, all unpaid health care claims
incurred pursuant to its pre-petition employee health plan
(priority claims), and to provide a dividend to unsecured
creditors, which the Debtor projects will be at least $1,000,000.

Holders of allowed priority unsecured claims, unclassified under
the Plan, won't be paid in full on the Plan's effective date.
Holders of these claims will receive notes payable in 60 straight,
equal monthly installments of principal and interest.  Payments
will commence on the first day of the month following the
Effective Date, and continuing monthly until each allowed priority
claim is paid in full. Interest shall be paid at 125% of the Prime
Rate, in effect from time to time (or such other interest rate as
the Court may order or the Debtor may agree upon with the relevant
parties-in-interest).

Holders of administrative claims will be paid in full on the
effective date.

TD Bank, owed $5.97 million as of the Petition Date, has received
proceeds from the assets sale and its secured claim has been paid
down to $1.02 million as of May 31, 2012.  The claims of TD Bank,
as well as Seaboard International Forest Products and Gorham
Savings Bank, are treated as fully secured.   TD Bank and Gorham's
claims are unimpaired under the Plan.

Seabord's claim, secured by second priority interest in the
Debtor's inventory, is impaired.  After Seabord exercises its set-
off rights, the Debtor will issue a note to satisfy the remaining
balance of the allowed claim.  The promissory note will be payable
in consecutive, equal monthly installments of principal and
interest, based upon an amortization schedule calling for the
payment of the note in five years from and  after the Effective
Date.  Interest will be paid at 125% of the Prime Rate, in effect
from time to time.

Holders of unsecured claim will receive distributions from the
liquidating trust.  The Debtors will pay $70,000 to the
liquidating trust on the first day of the month in the month next
following the occurrence of the Effective Date.  After the initial
payment the Debtor will distribute to the Liquidating Trust,
annually, commencing with calendar year 2013, a sum equal to its
"net cash flow" for that calendar year.  The annual payment for
any calendar year will be made not later than October 1 of the
following calendar year.  The aggregate of the initial payment and
all annual payments will not exceed the sum of $350,000, subject
to adjustment.

If professional fees total less than the budgeted $350,000 between
June 1, 2012 and the Effective Date, then the dividend to holders
of unsecured claims increases.  The Debtor believes that the Plan-
related professional fees will come in below the $350,000
benchmark and will likely total approximately $200,000.  If this
is the case, then the Plan Revenue Cap would increase to $500,000,
a result that inures to the benefit of all holders of unsecured
claims.  The Plan Revenue Cap will also be increased by that
amount of Net Proceeds, which the Debtor obtains, if any, by final
settlement of or final adjudication in the United Healthcare
Action.

The Debtor will also assign and transfer to the Liquidating Trust
all of the Chapter 5 causes of action.

The equity interests of the owners will remain unchanged and are
unimpaired under the Plan.  If unsecured creditors vote against
the Plan, the Debtor would cancel the Class 8 (holders of
membership interests).  In conjunction with any such cancellation
of existing membership interests, United Ventures would be issued
new membership interests in the Debtor in exchange for an equity
investment of up to $250,000 in cash.  Those membership interests
would constitute 100% of the equity in and to the Debtor, and such
membership interests would be deemed fully paid and non-assessable
upon investment of said sum of up to $250,000 in accordance with
this Plan.

The Debtor points out that under the Plan, "as much as $1,000,000,
and possibly more" would be returned to unsecured creditors.

In contrast, under a Chapter 11 orderly liquidation, the net
recovery for unsecured creditors from the liquidation of the
Debtor's assets would be $143,832 plus the anticipated recovery on
the Chapter 5 causes of action ($545,000) for a total of $688,832.
In the Chapter 7 Liquidation, the net recovery is negative, or, in
effect, zero, with allowed priority unsecured claims unable to be
paid in full and allowed unsecured claims receiving nothing.

A copy of the Disclosure Statement is available at:

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

               About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.

The Debtor has obtained approval to hire Marcus, Clegg &
Mistretta, P.A., as counsel, and Windsor Associates as financial
consultant.  The Official Committee of Unsecured Creditors has
obtained approval to retain Bernstein, Shur, Sawyer, and Nelson,
P.A. as counsel and Spinglass Management Group, LLC as a financial
consultant.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


OMEGA OPTICAL: Court to Issue Final Decree Only After Last Payment
------------------------------------------------------------------
Bankruptcy Judge Bruce Fox denied, without prejudice, the request
of Omega Optical Inc. for entry of a final decree under Fed. R.
Bankr. P. 3022 closing its Chapter 11 case.

Judge Fox also denied the request of Sovereign Bank to amend its
proof of claim.  The Debtor opposed the bank's request.

Philadelphia-based Omega Optical Inc. filed a voluntary Chapter 11
petition (Bankr. E.D. Pa. Case No. 11-13036) on April 14, 2011,
listing under $50,000 in assets and under $10 million in debts.
The Law Offices of Dimitri L. Karapelou serves as the Debtor's
counsel.  The petition was signed by Steven Davis, president.

On April 17, notice of the debtor's bankruptcy filing was sent to
known creditors, including Sovereign Bank.  Ten days later, the
Debtor filed its bankruptcy schedules.  On Schedule D, the Debtor
listed Sovereign Bank as a secured creditor with a disputed claim,
and valued the collateral for the disputed claim at $10,000.  The
secured claim relates to a pre-petition business loan that totals
$92,229.

By order dated May 9, 2011, a bar date of July 18, 2011 was set as
the deadline for creditors to file proofs of claim pursuant to
Bankruptcy Rule 3003(c)(3).  On Dec. 16, 2011, Sovereign Bank
filed a proof of claim for $80,662.  The amount was asserted as a
general, unsecured claim.  The proof of claim requested that all
notices be sent to Sovereign Bank "c/o Robert L. Saldutti, Esq."

On Jan. 31, 2012, the Debtor filed a Chapter 11 Small Business
Plan and disclosure statement. The Plan indicates Sovereign Bank's
lien is not properly perfected, and that the bank's claim is being
re-classified as an unsecured claim in Class 3.  On March 7, 2012,
the Debtor filed an amended plan.  The proposed amended plan,
which provided that the Debtor would continue in operation after
confirmation and make plan distributions from net operating
income, contained identical language regarding the treatment of
Sovereign Bank's claim.  The plan provides a modest dividend to
class 3 unsecured creditors in "full settlement and complete
satisfaction [sic] discharge and release of such Allowed Claim and
Allowed Interest."

A confirmation hearing was held on April 30, 2012.  The only
objection to confirmation was filed by the Commonwealth of
Pennsylvania.  By order dated April 30, the Debtor's amended plan
was confirmed pursuant to 11 U.S.C. Sec. 1129(b). The plan
effective date was 10 days after the confirmation order became
final (May 24, 2012).

On June 12, 2012, the Debtor filed the motion for a final decree,
alleging that its confirmed plan would be substantially
consummated by June 30, and seeking to have its case closed under
11 U.S.C. Sec. 350(a). At the hearing held July 11, counsel for
the United States trustee stated in open court that his office had
no opposition to the entry of a final decree, based upon a review
of the Debtor's distribution reports.

On June 13, 2012, Sovereign Bank filed the motion seeking to amend
its proof of claim, asserting that its Dec. 16, 2011 unsecured
proof of claim was "an obvious oversight" and that it actually
holds a lien on all of the Debtor's assets. Sovereign Bank further
asserts that, if permitted to amend its proof of claim, it will
seek relief under Bankruptcy Rule 3012 to value its collateral so
as to determine the extent of its allowed secured claim pursuant
to 11 U.S.C. Sec. 506(a).  Sovereign Bank alleges the Debtor would
not be prejudiced by such a proposed amendment, because the Debtor
originally scheduled its claim as secured (albeit disputed).

According to Judge Fox, Sovereign Bank seeks to amend its
unsecured proof of claim to assert a lien against the Debtor's
property that had revested in the Debtor upon confirmation of its
March 2012 chapter 11 plan.  As the bank's lien has been
extinguished by virtue of section 1141(c), an amendment to
reclassify its claim as secured would now be futile, Judge Fox
said.

In denying the Debtor's request for final decree, Judge Fox noted
that the confirmed plan provides that, "After final distributions
are made, the Disbursing Agent [defined in paragraph 5.4 to be the
debtor's president, Mr. Steven Davis] shall file a Motion to close
the case and request that a final decree be issued. Debtor shall
file all interim and final plan implementation reports and pay any
fees to the Office of the U.S. Trustee."  Judge Fox said there was
no evidence that the Debtor has made final distributions.  The
approved plan permits the Debtor to tender plan payments over 12
quarters, with only the first distribution payable on the plan
effective date.  Moreover, the docket does not reflect the filing
of a final implementation report.

"Since the debtor has not yet complied with the terms of its own
plan regarding the closing of its case, the better exercise of
discretion is to conclude that the entry of a final decree is
premature, and so will be denied without prejudice," Judge Fox
said.

A copy of the Court's July 27, 2012 Memorandum is available at
http://is.gd/mkW7ptfrom Leagle.com.


OSAGE EXPLORATION: P. Hoffman's Stake Slightly Down to 9.9%
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Peter Hoffman, Jr., disclosed that, as of
June 13, 2012, he beneficially owns 4,768,634 shares of common
stock of Osage Exploration and Development, Inc., representing
9.9% of the shares outstanding.

Mr. Hoffman previously reported beneficial ownership of 5,639,119
common shares or a 11.8% equity stake as of Dec. 20, 2011.

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

                        http://is.gd/jIIGOh

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$6.25 million in total assets, $1.60 million in total liabilities,
and $4.64 million in total stockholders' equity.


OXLEY DEVELOPMENT: Only Tangible Asset Foreclosed; Case Dismissed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
dismissed the Chapter 11 case of Oxley Development Company, Inc.

Donald F. Walton, the U.S. Trustee for Region 21, in an amended
motion to dismiss or convert the Debtor's case to one under
Chapter 7 of the Bankruptcy Code, explained that:

   1. the Debtor failed to file any operating reports since the
inception of the case -- the lack of information prevents the U.S.
Trustee and other parties from monitoring the financial condition
of the Debtor;

   2. the Debtor has failed to pay quarterly fees to the U.S.
Trustee -- the amount owed is $650, subject to adjust when and if
the missing operating reports are filed; and

   3. on May 18, 2012, the Court granted relief from stay to
German American Capital Corporation, allowing the creditor to
pursue its state law remedies in connection with the real property
that is the subject of this bankruptcy case.

The property was the Debtor's only tangible asset which means that
there is no reasonable likelihood of rehabilitation or
reorganization, the U.S. Trustee said.

                 About Oxley Development Company, LLC

Oxley Development Company, LLC, based in Kingsland, Georgia, filed
for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-21338) on
Oct. 31, 2011.  In its petition, the Debtor scheduled assets of
$125,700,000 and debts of $61,289,500.  The petition was signed by
Carl M. Drury, III, managing member.  William S. Orange, III,
Attorney at Law, is the Debtor's Chapter 11 counsel.


PACESETTER FABRICS: Court Grants 120-Day Exclusivity Extension
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Pacesetter Fabrics, LLC's exclusive periods by an
additional 120 days, such that the period during which only the
Debtor may file a plan of reorganization will run through and
including June 13, 2012, and the period during which only the
Debtor may solicit acceptances of a plan will run until Aug. 10,
2012.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  The Debtor disclosed $33,695,869
in assets and $28,599,582 in liabilities as of the Chapter 11
filing.

Brian Wygle president of Lazarus Resources Group, LLC, a corporate
turnaround consultant, assists Pacesetter with its turnaround and
reorganization efforts and the financial affairs and management of
the Company.


PATRIOT COAL: Common Stock Delisted from NYSE
---------------------------------------------
The New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Patriot Coal Corp. common stock on the NYSE.

                     About Patriot Coal Corp.

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 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 Judge Shelley C. Chapman.


PENINSULA GAMING: S&P Gives 'CCC+' Rating on $350MM Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to Dubuque, Iowa-based casino operator Peninsula Gaming
LLC's planned $350 million senior notes due 2018 to be issued
jointly by Boyd Acquisition Sub LLC and Boyd Acquisition Finance
Corp. "The recovery rating is '6', indicating our expectation for
negligible (0 to 10%) recovery for noteholders in the event of
a payment default. Proceeds from the notes represent a portion of
the financing for Boyd's $1.45 billion acquisition of Peninsula.
In addition to the notes, financing will include a $200 million
cash contribution from Boyd, about $144 million in a seller's
note, and $875 million senior secured credit facility at
Peninsula," S&P said.

"Proceeds from the notes will initially be deposited into an
escrow account and will be released concurrently with the
consummation of the acquisition. The acquisition remains subject
to various closing conditions and receipt of required regulatory
approvals, and Boyd management expects the transaction to close by
the end of 2012. After the completion of the acquisition,
Peninsula Gaming LLC and Peninsula Gaming Corp. will be the co-
issuers of the senior notes, as the co-issuers listed above will
be merged with and into them," S&P said.

"Our 'B+' corporate credit rating on Peninsula Gaming remains on
CreditWatch with negative implications. The CreditWatch listing on
Peninsula reflects our expectation that in the event that Boyd
completes its acquisition of the company under the terms proposed,
consolidated leverage would exceed 7x over the intermediate term
under our performance expectations for both companies. (We include
the planned seller's note when measuring consolidated leverage.)
Additionally, the contemplated financing at Peninsula is a
leveraging transaction at that entity, given that its debt
balances were about $700 million as of March 31, 2012. Although we
believe the acquisition of Peninsula would strengthen Boyd's
business risk profile, as Peninsula's assets face imited
competition, have high EBITDA margins compared with other
commercial gaming operators, and are relatively good quality
assets, we would view this level of leverage as aligned with a 'B'
corporate credit rating," S&P said.

"Following the acquisition, our corporate credit rating on
Peninsula will reflect our view of the consolidated Boyd and
Peninsula portfolio of properties, despite the fact that different
assets secure different pieces of the capital structure. Given our
perception of the strategic relationships that will exist between
these entities and common management following the acquisition, we
expect management to make decisions regarding operating and
financial strategies with a view toward the collective group of
companies. We believe that if a payment default were to occur at
either Boyd or Peninsula, management would most likely consider
alternatives regarding the capital structure of the consolidated
group, which could include a comprehensive restructuring or a
bankruptcy filing," S&P said.

"In resolving the CreditWatch listing, we will monitor Boyd's
progress toward addressing various closing conditions and
receiving required regulatory approvals. We expect to lower our
corporate credit rating on Peninsula to 'B' once the acquisition
closes," S&P said.

RATINGS LIST

Peninsula Gaming LLC

Corporate credit rating           B+/Watch Neg/--

Boyd Acquisition Sub LLC
Boyd Acquisition Finance Corp.

Rating Assigned
$350 mil. senior notes due 2018  CCC+
  Recovery rating                 6


PEREGRINE FIN'L: Trustee Still Investigating Shortfall Amount
-------------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
the trustee liquidating Peregrine Financial Inc. said he had hired
PricewaterhouseCoopers LLP to do a forensic accounting of the
brokerage firm, as he continues to narrow down how much money is
missing from customer accounts.

                     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.


PEREGRINE FIN'L: Brokerage Trustee Seeks to Reject Leases
---------------------------------------------------------
Carla Main and Michael Bathon at Bloomberg News report that the
trustee liquidating futures brokerage Peregrine Financial Group
Inc. asked a judge to let him reject unneeded leases and
contracts, including monthly payments of $7,154 to CME Group Inc.
and $232 a month to rent furniture.

                     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.


PHILADELPHIA NEWSPAPERS: 3rd Circ. Nixes $2MM Defamation Claim
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the Third Circuit
ruled in a precedential decision Thursday that a charter school
company alleging defamation against Philadelphia Newspapers LLC is
not entitled to a $1.8 million administrative expense claim in the
publisher's long-concluded bankruptcy.

Prior to the 2009 bankruptcy filing, Charter School Management
Inc. sued Philadelphia Newspapers over allegedly offending
articles that appeared in the Philadelphia Inquirer. CSMI later
asserted that a post-petition news item on the debtors' website
linking back to the original articles gave rise to the
administrative expense claim, according to Bankruptcy Law360.

                   About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owned
and operated numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications were
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No.
09-11204) on Feb. 22, 2008.  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  Philadelphia Newspapers estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

The Debtors proposed a plan of reorganization which would sell
substantially all of their assets at an auction.  The Philadelphia
Media Network, which was formed by the Debtors' secured lenders,
acquired the Philadelphia Inquirer, the Daily News and Philly.com
for $105 million in cash.  The Court approved the sale and
confirmed a revised plan at a hearing on Sept. 30.

Philadelphia Newspapers previously won confirmation of a plan
based on the sale of the business to the same group of lenders for
$139 million.  The sale failed to close because the buyers weren't
able to reach agreement on a new labor contract with the Teamsters
union.  After another auction on Sept. 23, the lenders again
emerged as the winning bidder but with a lower offer.

The Plan became effective and the sale closed on Oct. 8, 2010.


PINNACLE AIRLINES: AFA Elected as Flight Attendants Union
---------------------------------------------------------
Flight Attendants at the new Pinnacle Airlines elected the
Association of Flight Attendants-CWA (AFA) as their union
following the merger of Pinnacle, Mesaba and Colgan.

"We are unified.  In voting for AFA, Flight Attendants recognize
that AFA's vast experience is the best choice for protecting the
jobs and contracts of our sisters and brothers at the new Pinnacle
Airlines," said Veda Shook, AFA International President.  "We
welcome our flying partners from pre-merger Pinnacle and Colgan,
whose experience and contributions to our profession will further
strengthen our Flight Attendant Union.  Together we will meet the
challenges in the Pinnacle bankruptcy and set a strong foundation
for a better future. Together we are better."

While election results are certified by the NMB, AFA has initiated
its transition procedure for representing Pinnacle/Colgan Flight
Attendants.  AFA already represents the approximately 500 Flight
Attendants at pre-merger Mesaba.

                      USW Urges Solidarity

The United Steelworkers (USW) in a July 16 statement urged unity
and solidarity for the employees of Pinnacle Airlines Corp. as the
National Mediation Board (NMB) announced the results of a
representation election between the USW and AFA.

USW International Vice President at Large Carol Landry said that
Pinnacle workers cannot be expected to continue paying the price
for management's failure to implement a business plan or develop a
realistic strategy to adapt to changes in the industry.

USW pointed out that Pinnacle announced that the wind-down of
Colgan Air's United Express flights would be complete three months
sooner than previously announced after United Air Lines asked to
end all operations by Sept. 5, 2012 instead of Dec. 1 as indicated
in the Company's annual report.

USW hopes to see Pinnacle emerge from bankruptcy as a more stable
employer built with a strategic vision for long term viability so
that the workers who remain after restructuring completes can
participate in the company's success.

"In order for that to happen," Landry said, "Pinnacle employees
must be united in solidarity and purpose, and management must
include them in planning for the future of the airline."

                    About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PITTSBURGH CORNING: Posts $462 Million Net Income in 2nd Quarter
----------------------------------------------------------------
Corning Incorporated, an affiliate of Pittsburgh Corning
Corporation, filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $462 million on $1.90 billion of
net sales for the three months ended June 30, 2012, compared with
net income attributable to the Company of $755 million on
$2 billion of net sales for the same period a year ago.

The Company reported net income attributable to the Company of
$924 million on $3.82 billion of net sales for the six months
ended June 30, 2012, compared with net income of attributable to
the Company of $1.50 billion on $3.92 billion of net sales for the
same period during the prior year.

Corning Incorporated's balance sheet at June 30, 2012, showed
$28.75 million in total assets, $7.35 billion in total liabilities
and $21.40 billion in total equity.

Reflecting on Corning's second-quarter performance, Wendell P.
Weeks, chairman, chief executive officer, and president, said, "We
had a solid second quarter in terms of sales and earnings
performance.  We achieved much more moderate price declines for
our LCD glass as set forth in our goals that we shared in
February.  Additionally, LCD glass retail and supply chain market
statistics were generally in line with our expectations.  As a
whole, our other businesses grew 2% year-over-year."

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

                       http://is.gd/6C1BvA

                     About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.  According to the
report, a hearing to consider the new plan is scheduled for
June 21.


PRINCE SPORTS: Chapter 11 Plan Wins Court Approval
--------------------------------------------------
Prince Sports Inc. won approval of its Chapter 11 confirmation
plan in Delaware bankruptcy court Friday, sealing a deal that will
transfer control of the reorganized company to creditor Authentic
Brands Group LLC for $65 million of secured debt.

Michael Bathon at Bloomberg News reports that U.S. Bankruptcy
Judge Kevin J. Carey at a July 27 hearing in Wilmington, Delaware,
gave the racket-maker approval of the plan, allowing it to exit
court protection in less than three months, according to court
documents.

As reported in the Troubled Company Reporter on July 2, 2012, the
plan calls for an affiliate of Authentic Brands Group LLC to take
ownership in exchange for $67.2 million in secured debt it
purchased.  The plan proposes to give cash and lawsuit recoveries
to unsecured creditors, for an expected recovery of 29% on $13.8
million in claims.  A copy of the Disclosure Statement is
available for free at
http://bankrupt.com/misc/PRINCESPORTS_ds_2Amended.pdf

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  The Company pioneered many innovative designs,
including the "oversized" racquet, the "longbody" racquet, and
technology for racquet applications such as Triple Threat, 03 and
EX03.  Prince sells its products through brands like "Ektelon,"
which sells racquetball racquets, footwear and gloves and "Viking
Athletics," through which it sells platform tennis paddles, balls
and gloves.  Prince is distributed in over 100 countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

The Debtor has a Chapter 11 plan where (ABG)-Prince LLC, which
acquired the secured debt from GE Capital and Madison Capital,
will be acquiring 100% of the new equity in exchange of the
discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consulting Inc., to
provide David J. Woodward as Chief Restructuring Officer, and
provide additional personnel. Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case.


PRIUM SPOKANE: Gets Fourth OK to Access Sterling Savings' Cash
--------------------------------------------------------------
The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington, for the fourth time signed an
order Prium Spokane Buildings, L.L.C., to use cash collateral of
Sterling Savings Bank.

The court-approved stipulation between the Debtor and Sterling
Savings Bank provides for the use of cash collateral to fund the
payment of ordinary operating expenses or administrative expenses.
The Debtor's access to the cash collateral will terminate through
the earlier of (1) an event of default under the terms of the
fourth order, or (2) the conclusion of the property foreclosure
pursuant to the settlement and release agreement and the amendment
to settlement and release agreement, as authorized by the order
authorizing compromise of claims and approving settlement and
release agreement, and denying motion for order of dismissal
entered on May 25, 2012.

The stipulation also provides that any funds remaining after the
payment of items in the cash collateral budget will be disbursed
to Sterling, up to a maximum amount that is equal to accrued
postpetition interest under the Intervest Note, at the non-default
rate of 5%), and including interest on the additional advance at
an annual rate of 6.50%.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant Sterling a replacement
lien upon all postpetition collateral of the same priority,
nature, and extent as held prepetition by that entity.

Previously, the Court approved a stipulation authorizing use of
Sterling's cash collateral until April 30.

                   About Prium Spokane Buildings

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Davidson Backman Medeiros PLLC,
represents the Debtor.  Berreth, Lochmiller & Associates, PLLC,
serves as accountants.  The Debtor disclosed $17,042,743 in assets
and $34,723,584 in liabilities as of the Chapter 11 filing.
There was no creditors committee appointed in the case.

The Debtor's Plan provides that Davis and Silesky will subordinate
their claims arising from the Mastro Note to the payment of all
allowed general unsecured claims, and agree to reconvey the Mastro
Deed of Trust.  Davis and Silesky will contribute the sum of
$100,000 as a new capital contribution to Prium Spokane, in
exchange for all New Membership Interests.


RADIOSHACK CORP: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Fort Worth, Texas-based
RadioShack Corp. to 'B-' from 'B+'. The outlook is negative.

"The recovery rating on the senior unsecured debt remains '4',
indicating our expectations for average (30% to 50%) recovery in
the event of a payment default," S&P said.

"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
second half of the year," said Standard & Poor's credit analyst
Jayne Ross, "given the highly promotional nature of year-end
holiday retailing in the wireless and consumer electronic
categories. It is our belief that all segments of the company's
business will remain under margin pressure for 2012 and into
2013."

"The ratings on RadioShack reflect Standard & Poor's assessment
that the company's financial risk profile is 'highly leveraged.'
This reflects, in our view, increased debt leverage, weaker credit
metrics, and modest cash flow generation. We characterize the
company's business risk profile as 'vulnerable,' because of the
short product cycles, the secular change in the products offered,
the fiercely competitive nature of the retail consumer mobility
industry and its much lower margins, and the company's
vulnerability to weak consumer spending due to limited
discretionary income," S&P said.

"Our negative outlook on RadioShack reflects our expectation that
the company's operating trends will remain at their new lower
level. We expect flat to modest sales growth in the wireless and
signature segments as well as mixed sales performance in the
company's other segments for the remainder of 2012, given the weak
industry dynamics in consumer electronics. We are not estimating
any meaningful improvement in margins in 2012," S&P said.

"We would consider a downgrade if the company does not refinance a
portion of the convertible notes due 2013 within the next 90 days.
Furthermore, if operating performance and credit metrics continue
to deteriorate, with debt leverage of more than 9.6x, and EBITDA
interest coverage of 1.5x or less. This could occur if gross
margin contracts by about 100 bps, or revenues decline by about 2%
or more, or some combination of both," S&P said.

"Although unlikely, we could consider a stable outlook if we begin
to see stabilization in sales results in the company's signature
segment, solid results in RadioShack's mobility platform, and
sustained credit metrics. For this to occur, we would have to see
gross margin improvement of at least 50 bps and revenue growth of
1% or more, or some combination of higher gross margin and sales
growth. We would also consider an upgrade if the company reduced
its debt levels such that total debt to EBITDA remained at less
than 5.5x, other credit metrics improved, and operating
performance stabilized," S&P said.


RAINBOW LAND: Plan Proposes 3 More Years of Breathing Space
-----------------------------------------------------------
Rainbow Land & Cattle Company, LLC, is seeking approval of a plan
that proposes to defer payments to Zions Bank, other secured
creditors, and unsecured creditors for three years or earlier if a
refinancing or sale of its property is obtained.

According to the Disclosure Statement filed July 2, 2012, Zion's
First National Bank, holder of an allowed secured claim of $1.32
million, will retain its security interest, and interest will
accrue on the unpaid principal sum at 3.50% per annum from and
after the effective date.  It will be paid in full at the
conclusion of the deferral period.  While interest is accruing
during the deferral period, payment will be deferred during the
period.  The Debtor though has agreed to pay taxes and insurance
for the collateral during the period.

F. Heise Land & Livestock Company, holder of an $809,000 secured
claim, will be treated in the same manner as Zions.

The Debtor has scheduled unsecured claims of $375,000.  The Court
set a May 10 deadline for proofs of claim and an Oct. 1 deadline
for governmental entities.

The Disclosure Statement did not provide details other than saying
"The allowed unsecured claims shall be paid on or before the
conclusion of the deferral period."

Under the Plan holders of equity interests will retain their
membership interests.  They won't receive distribution until
creditors are paid in full.  The equity owners of the Debtor will
contribute funds as are necessary during the deferral period to
fund the Debtor's obligations to secured lenders.

A balance sheet attached to the Disclosure Statement says that the
Debtor has $0 cash and the Debtor's property is worth $15.43
million.  Total liabilities are estimated at $2.50 million.

The liquidation analysis implies that there won't be funds for
unsecured creditors in a Chapter 7 liquidation scenario.  The
analysis assumes that Zions First National Bank will foreclose and
credit bid the amount owed under its secured claim which is
estimated to be $1.32 million.  Given current market conditions,
the likelihood of F. Heise Land or a third party overbidding is
questionable.

A hearing on the disclosure statement was scheduled for July 31.

A copy of the Disclosure Statement is available for free at

     http://bankrupt.com/misc/Rainbow_Land_DS_070212.pdf

                         About Rainbow Land

Rainbow Land & Cattle Company, LLC, owns 466 undeveloped acres of
real property located in Caliente, Nevada, along with 133 acre fee
of water rights.

Rainbow Land filed a Chapter 11 petition (Bankr. D. Nev. Case No.
12-14009) on April 4, 2012.  It scheduled $15.43 million in assets
and $2.50 million in liabilities.  The Debtor owns land and water
rights in Caliente with a combined value of $15.4 million.  The
properties secure $2.4 million of debt.

Judge Bruce A. Markell presides over the case.  The Debtor is
represented by Alan R. Smith, in Las Vegas, Nevada.  The petition
was signed by John H. Huston, managing member.


RAINBOW LAND: Aug. 28 Hearing on Bank's Foreclosure Plea
--------------------------------------------------------
Rainbow Land & Cattle Company, LLC, will have three more years of
breathing space from creditors if it obtains approval of its
reorganization plan.  However, if the Debtor fails to move forward
with the Plan, Zion's First National Bank, holder of an allowed
secured claim of $1.32 million, may take over the Debtor's
property.

On July 25, Zions Bank filed a motion seeking relief from stay so
that it may recover the collateral that secures its claim.

Zions said that while the fair market value of the Debtor's
property is $2.275 million, the disposition value is $1.365
million, according to appraiser Eric Van Drimmelen.  As the
secured debt to Zions and F. Heise exceed $2.1 million, the Debtor
has no equity in the property.

Prepetition Zions initiated non-judicial foreclosure with respect
to the property but the trustee's sale was deferred due to the
bankruptcy filing.

The Debtor is funding the Chapter 11 case through the use of cash
collateral.  In mid-July, Zion's First National Bank signed a
stipulation allowing the Debtor to use cash collateral.  The
parties agreed to a cash use budget for the period June to
December 2012.  The Debtor agreed to grant Zion's monthly adequate
protection payments equal to the monthly net income derived from
the property after payment of ongoing operating and maintenance
expenses.

A hearing on the stay relief motion has been scheduled for
Aug. 28, 2012, at 10:00 a.m.

Zions Bank is represented by:

         Michael B. Wixom, Esq.
         SMITH LARSEN & WIXOM
         Hills Center business Park
         1935 Village Center Circle
         Las Vegas, NV 89134
         E-mail: mbw@slwlaw.com

                         About Rainbow Land

Rainbow Land & Cattle Company, LLC, owns 466 undeveloped acres of
real property located in Caliente, Nevada, along with 133 acre fee
of water rights.

Rainbow Land filed a Chapter 11 petition (Bankr. D. Nev. Case No.
12-14009) on April 4, 2012.  It scheduled $15.43 million in assets
and $2.50 million in liabilities.  The Debtor owns land and water
rights in Caliente with a combined value of $15.4 million.  The
properties secure $2.4 million of debt.

Judge Bruce A. Markell presides over the case.  The Debtor is
represented by Alan R. Smith, in Las Vegas, Nevada.  The petition
was signed by John H. Huston, managing member.


RANCHER ENERGY: Incurs $882,928 Net Loss in 2011
------------------------------------------------
Rancher Energy Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$882,928 on $0 of revenue for the year ended March 31, 2012,
compared with a net loss of $674,059 on $0 of revenue during the
prior fiscal year.

The Company's balance sheet at March 31, 2012, showed $4.96
million in total assets, $2.32 million in total liabilities and
$2.64 million in total stockholders' equity.

Borgers & Cutler CPA's PLLC, in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012.  The independent auditors noted
that uncertainties inherent in the bankruptcy process, as well as
recurring losses from operations 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/I4RoUh

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- explores for and develops
produces, and markets oil and gas in North America.  Through March
2011, the Company operated four oil fields in the Powder River
Basin, Wyoming.  The Company was formerly known as Metalex
Resources, Inc., and changed its name to Rancher Energy Corp. in
2006.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by Michael J. Guyerson, Esq. and
Christian C. Onsager, Esq., at Onsager, Staelin & Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for $20 million cash plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.


RESIDENTIAL CAPITAL: Wiener Wants Stay Relief to Proceed With Suit
------------------------------------------------------------------
The representative of Roland Wiener's estate asked the U.S.
Bankruptcy Court for the Southern District of New York to lift the
automatic stay that was applied to a lawsuit he filed against GMAC
Mortgage LLC.

Gerard Wiener, who serves as the estate's representative, sued
GMAC Mortgage before a federal court in Michigan after the company
issued a notice of foreclosure sale on a real property in
Michigan.

GMAC Mortgage, a debtor affiliate of Residential Capital LLC, is
the servicer of the mortgage securing the loan, which the late
Wiener availed from Homecomings Financial Network to finance the
purchase of the property.

The Michigan case, which was automatically halted by GMAC's
bankruptcy filing, is already in the final pretrial stages,
according to court papers.

                     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).


RESIDENTIAL CAPITAL: Wells Fargo Seeks to Pursue Suit
-----------------------------------------------------
Wells Fargo Bank, N.A., asks the U.S. Bankruptcy Court in
Manhattan to lift the automatic stay as to Debtor Executive
Trustee Services, LLC, to permit Wells Fargo to continue to
prosecute its cross-complaint in the matter entitled Franciska
Susilo v. Wells Fargo Bank, N.A., et al., Case No. CV11-1814-CAS
(RJWx), currently pending in the U.S. District Court for the
Central District of California until final judgment.  The
allegations of the plaintiff's complaint center around
plaintiff's attempt to reinstatement of a residential real estate
loan before foreclosure.

Wells Fargo also seeks permission to enforce any final judgment
by collecting upon any available insurance in accordance with
applicable non-bankruptcy law and proceeding against the Debtor
as to non-estate property or earnings.

Executive Trustee responds that the Debtors have determined that
it is far too early in their Chapter 11 cases for the Court to
grant the relief that Wells Fargo is requesting.  Granting such
relief at this point would undoubtedly invite similar requests
for relief from the automatic stay from the Debtors' numerous
other prepetition claimants, opening the "floodgates" to
litigation, which would impose a burden on the Debtors and their
estate at a time when their limited resources should be devoted
to disposing of their remaining assets in an orderly and value
maximizing manner and proceeding with the Chapter 11 process.

Wells Fargo, however, maintains it should be permitted to
prosecute its cross-complaint against Executive Trustee.

"[Wells Fargo] will be prejudiced in its ability to fully defend
the action without the benefit of discovery," said the bank's
lawyer, Jeremy Shulman, Esq., at Anglin Flewelling Rasmussen
Campbell & Trytten LLP, in Pasadena, California.

"With ETS in sole control of critical information and witnesses,
Wells Fargo will be put in the impossible position of being
unable to rebut certain facts alleged by Susilo unless ETS, at
minimum, participates as a fact witness," Mr. Shulman said in
court papers.

                     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).


RESIDENTIAL CAPITAL: Aurora Bank Wants to Proceed With Suit
-----------------------------------------------------------
Aurora Bank FSB, as plaintiff or plaintiff-in-intervention in
declaratory relief and slander of title actions stemming from
GMAC Mortgage, LLC's wrongful reconveyance of several security
instruments securing loans against real property in California,
asked the U.S. Bankruptcy Court in Manhattan to lift the
automatic stay to allow the actions to continue in the El Dorado
and Los Angeles County Superior Courts of California.

The Debtors pointed out that the two California actions are one
of the numerous actions stayed by the automatic stay of the
Bankruptcy Code and granting Aurora Bank's relief would open the
floodgates to litigation which would burden the Debtors and their
estates at a time when their time and resources should be devoted
to a successful reorganization.

In reply to the Debtors, Aurora Bank maintained that the
automatic stay should be lifted as both GMAC Mortgage LLC and
Executive Trustee Services LLC are using their bankruptcy filing
"to evade responsibility for their wrongful actions."

The bank said it was not able to enforce several security
instruments, resulting in a loss of security in excess of $1.406
million because of GMAC Mortgage's and ETS' alleged wrongful
actions.

"The balance of harms weighs in favor of modifying the automatic
stay to allow the California actions to proceed in the California
courts to judgment," said the bank's lawyer, James Lloyd, Esq.,
at Green & Hall, APC, in Santa Ana, California.

                     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).


RESIDENTIAL CAPITAL: GMAC Sued Over False Claims Act
----------------------------------------------------
Sidney and Yvonne Lewis sued debtor GMAC Mortgage Co. over
allegations on behalf of the U.S. Government under the False
Claims act.

The plaintiffs seek to avoid the Debtor's preferential transfers
to Fannie Mae on June 4, 2012, by virtue of a "Writ of Possession"
by a state court, and to Fortress Investment Company on May 18,
2012 by virtue of the Bankruptcy Court's Interim DIP Order.

The complaint was filed in the U.S. District Court for the
Southern District of Iowa, Central Division.

According to the plaintiffs, the adversary complaint is not a
core proceeding in the Bankruptcy Court and the plaintiffs do not
consent to entry of final New York bankruptcy court orders under
Section 363(m) of the Bankruptcy Code for the "at issue" seized
and uncompensated subdivision aviation easements for said Lots 11
and 17, as real properties in Argyle Park Subdivision.

The plaintiffs ask the transfer of the adversary proceeding to
Ohio due to the fact that GMAC concealed the "set-off" of claims,
"repurchase agreement by Huntington National Bank," and "unpaid
transfer gain taxes" in their Ohio bankruptcy cases "so as to
cure a defect of personal jurisdiction over the defendants."

Sidney Lewis and Yvonne D. Lewis also filed a separate motion for
contempt and to vacate the interim order for relief dated May 14,
2012.  The Debtors, including GMAC Mortgage, filed petitions
under Chapter 11 of the Bankruptcy Code on May 14.  Bankruptcy
puts an automatic stay on actions filed against the Debtors prior
to the Petition Date.

                     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).


RG STEEL: Judge Denies Massey's Bid to Contract Suit
----------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that U.S. Bankruptcy Judge
Kevin J. Carey on Friday denied Massey Energy Co.'s bid to stay a
$31.8 million contract suit brought against it in West Virginia
court by a nonbankrupt business partially controlled by debtor RG
Steel LLC.

Bankruptcy Law360 relates that Judge Carey denied the stay motion
with prejudice, finding that plaintiff Mountain State Carbon LLC
is not a debtor despite being 50 percent owned by RG Steel.

                          About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RHODE ISLAND: Pension Lawsuit Seen Risking Bankruptcies
-------------------------------------------------------
Michael McDonald at Bloomberg News reports that Rhode Island
Treasurer Gina Raimondo championed an overhaul last year of one of
the nation's worst-funded public pensions, setting out a road map
for states and cities by curbing benefits and delaying
retirements.  Now the revamp, which took effect this month, is
facing a legal challenge from unions.  If successful, the lawsuit
could produce fiscal "devastation" by spurring more municipal
bankruptcies in a state already on the verge of falling back into
recession, according to Ms. Raimondo, a 41-year-old Democrat.

According to the report, while the court action may take months or
years, it's being closely watched as it may provide guidance in
other states where similar legal battles have arisen, said Amy
Monahan, who teaches law at the University of Minnesota in
Minneapolis.  Rhode Island is also unusual because, unlike in
California, where court rulings have sided with labor to protect
benefits, there is little precedent to guide the outcome, she
said.

The report relates that in Rhode Island, five unions representing
state and municipal workers, teachers, firefighters and police
claim that the law violates their constitutional rights by
breaking contracts and taking away benefits earned by retirees and
workers.  The groups also say Ms. Raimondo manufactured a crisis
by lowering pension investment-return assumptions, increasing
unfunded liabilities and forcing lawmakers to back the cuts.

By delaying retirement, suspending cost-of-living increases and
offering workers 401(k)-type savings plans, Rhode Island cut its
pension obligations by $3 billion, to $4.3 billion, and lowered
the state's required annual contribution by $275 million, to $414
million.

Labor leaders promised to sue to block the changes as soon as
Governor Lincoln Chafee, elected as an independent in 2010, signed
the overhaul law in November.  They made good on their threats
last month, taking the issue to court days before the law took
effect July 1.

Rhode Island Superior Court Judge Sarah Taft-Carter rejected a
request to block the changes while the dispute is litigated.

The complaints brought by the five unions have been consolidated
into a single action, according to Craig Berke, a court spokesman.

The stakes are high in Rhode Island, which has dealt with six-
straight budget deficits and has the second-highest unemployment
rate in the U.S., according to Labor Department data.  Union
leaders in Rhode Island say the state can find other ways to
balance its budget, improve pension funding, and help local
governments, by raising taxes or making other changes.

In Providence, the state capital, the City Council sought to
prevent insolvency by passing a law in May modeled on Ms.
Raimondo's plan. The agreement cut the unfunded pension liability
by $170 million and reduced the required annual contribution by
$18.5 million.

The case is Rhode Island Public Employees Retiree Coalition
v. Chafee, 12-3166, State of Rhode Island Superior Court
(Providence).


RICHARD VAUGHAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Richard Vaughan Associates, Ltd.
        dba Va Media
        6029 Deacon Road
        Sarasota, FL 34238

Bankruptcy Case No.: 12-11316

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Timothy W. Gensmer, Esq.
                  TIMOTHY W. GENSMER, P.A.
                  2831 Ringling Boulevard, Suite 202-A
                  Sarasota, FL 34237
                  Tel: (941) 952-9377
                  Fax: (941) 954-5605
                  E-mail: timgensmer@aol.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-11316.pdf

The petition was signed by Richard E. Allen, Jr.


RITZ CAMERA: Court Approves Auction Schedule
--------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy court approved bidding procedures for Ritz Camera &
Image LLC on Monday, paving the way for the Company to market a
streamlined version of itself as it attempts to escape Chapter 11
for a second time.

In the motion, the Debtors related that under the terms of the
senior secured superpriority debtor-in-possession revolving credit
agreement by and among the Debtors, the DIP agent -- Crystal
Financial, LLC, as administrative agent and collateral agent, and
the lenders party thereto, among other things:

   -- the Debtors are required to meet certain milestones,
      including that by Sept. 14, 2012, the Debtors will have
      either (i) consummated a sale of substantially all of their
      assets as a going concern; or (ii) consummated a liquidation
      of substantially all of their assets by approved
      liquidators; and

   -- execute agency documents or other relevant documents with a
      stalking horse bidder by Aug. 16.

The Debtors proposed this timeline in relation to the sale:

         Event                                        Date
         -----                                        ----
Deadline to object to proposed bid procedures        July 23
Hearing to approve bid procedures                    July 30
Deadline for potential buyers to submit bids         Aug. 28
Auction                                              Sept. 4
Deadline to object                                     TBD
Hearing to approve sale                              No later than
                                                     Sept. 10

The Debtors, with the cooperation of their professional advisors,
has already begun to solicit expressions of interest in the
assets.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.


ROOMSTORE INC: All Officers and Directors Resign
------------------------------------------------
Steven Giordano resigned as President and CEO of Roomstore, Inc.,
and also resigned from the Board of Directors of the Company.
Effective June 27, 2012, Ned Crosby's employment with the Company
ended.  Mr. Crosby was the Chief Merchandising Officer for the
Company.  Effective July 11, 2012, Brian Bertonneau resigned as
Senior VP, General Counsel and Secretary of the Company.
Effective July 24, 2012, all remaining officers and directors of
the Company resigned.

Given that the Company has ceased all operations, a Chapter 7
Trustee has been appointed, and there are no remaining officers
and directors as of July 24, 2012, the Company does not anticipate
filing any further reports with the United States Securities and
Exchange Commission.

                       About RoomStore Inc.

With more than $300 million in net sales for its fiscal year
ending 2010, Richmond, Virginia-based RoomStore, Inc., was one of
the 30 largest furniture retailers in the United States.
RoomStore also offers its home furnishings through Furniture.com,
a provider of Internet-based sales opportunities for regional
furniture retailers.

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.  At the time of the filing, 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 80 mattress stores (as of Nov. 30, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the MDG stake after MDG's second bankruptcy in
2008.  MDG 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 serve as the Debtor's bankruptcy
counsel.  Kaplan & Frank, PLC, serves as local 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,
was appointed as consumer privacy ombudsman.

RoomStore filed a plan of liquidation in June 2012 that provides
for the sale of inventory and remaining assets to generate
sufficient cash to pay secured and unsecured creditors in full.

RoomStore's balance sheet at Nov. 30, 2011, showed $59.57 million
in total assets, $57.75 million in total liabilities, and
stockholders' equity of $1.82 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.


ROVI CORP: S&P Revises Outlook on 'BB-' CCR to Neg on Low Earnings
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
'BB-' rated Santa Clara, Calif.-based Rovi Corp. to negative from
stable.

"Rovi lowered its revenue and earnings outlook for the full year
2012, citing delays in adding new patent licensees in the U.S. and
Europe, delays in launches of some products and services, and
softness in the global consumer electronics and interactive TV
advertising markets. Rovi lowered full-year revenue guidance to
between $650 million and $680 million, down from between $755
million and $785 million. Rovi expects second-quarter revenues to
be $158 million, down from 11% million one year ago, partly on the
continuing decline in its analog copy protection product (ACP),"
S&P said.

"We believe Rovi's competition position within its key markets is
stable, but see potential continuing risks related to the
significant downward revision of revenue and profit guidance,"
said Standard & Poor's credit analyst Andy Liu. "It is possible
that the global economic weakness is having a greater impact on
service providers and consumer electronic product shipments than
Rovi expected, causing potential new licensees and others to
resist signing new patent licenses."

"Our 'BB-' corporate credit rating reflects our expectation that
Rovi will return to steady growth in 2013 as it signs new
licensees and as new product rollouts offset a decline in analog
copy protection products. Rovi's new entertainment store could
open up another revenue stream for the company, but it will
indirectly compete against several sizable firms, including
Netflix Inc., Amazon.com, and Apple Inc.'s iTunes," S&P said.


SEARCHMEDIA HOLDINGS: Signs MOU for Advertising Network
-------------------------------------------------------
SearchMedia Holdings Limited and Home Inns & Hotel Management have
entered into a memorandum of understanding to reach a definitive
agreement giving SearchMedia certain rights to create a nationwide
advertising network at Home Inns' hotels throughout China.

As of March 31, 2012, Home Inns operated 1,479 hotels in 219
different cities in China and had over 7.9 million unique
individual members.  The definitive agreement, the terms of which
are still under discussion, is expected to include a variety of
advertising formats including billboards, elevator advertising and
lobby advertising at certain existing Home Inns locations and
future new hotels.  SearchMedia will be responsible for managing
all marketing, advertising and resources related to the agreement.

Peter W. H. Tan, Chief Executive Officer of SearchMedia, remarked,
"We believe the agreement will enhance shareholder value for both
companies.  Home Inns has an extensive network of hotels
throughout China, with a strong presence in heavily trafficked
urban locations.  It is widely anticipated that over 60% of
China's population would live in urban locations by the year 2020.
We believe the agreement will allow us to provide a very
attractive long term advertising solution for our international,
national and local advertisers, through the nationwide consumer
reach of the network.  We will also be able to offer comprehensive
campaigns that include rooftop billboards, lobby displays,
elevator posters and other forms of advertising.  We anticipate
that the agreement will apply to certain Home Inns locations in
Beijing, Shanghai and Guangzhou initially and be rolled out to
lower tier cities later."

Home Inns Chief Executive Officer David Sun added, "We are pleased
to be partnering with SearchMedia and to generate additional
revenue opportunities from our hotel network while providing
valuable marketing information to our guests.  We expect the
agreement to be mutually beneficial."

The memorandum of understanding is subject to the signing of a
definitive agreement.  SearchMedia is expected to complete a new
financing to support this agreement and it is currently evaluating
various financing proposals to support this new network and other
nationwide concession opportunities.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the consolidated financials statements
for the year ended Dec. 31, 2011.  The independent auditors noted
that the Company has suffered recurring losses and has a working
capital deficiency of approximately $31,000,000 at Dec. 31, 2011,
which raises substantial doubt about its ability to continue as a
going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $50.45
million in total assets, $63.90 million in total liabilities and a
$13.45 million total shareholders' deficit.


SEQUENOM INC: To Issue 5-Mil. Shares Under 2006 Incentive Plan
--------------------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 5 million shares of common stock
issuable under the Company's 2006 Equity Incentive Plan.  The
proposed maximum aggregate offering price is $18.7 million.  A
copy of the prospectus is available at http://is.gd/uCWyWm

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $161.05
million in total assets, $59.03 million in total liabilities and
$102.02 million in total stockholders' equity.


SIGNATURE GROUP: Fremont Founder Loses Battle for Board Seats
-------------------------------------------------------------
Signature Group Holdings, Inc. (Nasdaq: SGGH) held its annual
meeting of stockholders on July 24, 2012.

Based on the preliminary voting results, the Company was
successful in having each of its recommended director nominees
elected at the Annual Meeting and receiving approval for the three
(3) Company recommended proposals voted on at the Annual Meeting.
The Company's stockholders: (i) elected the Company's five (5)
director nominees listed below under Proposal 1 to serve as
director of the Company for a term that will continue until the
2013 annual meeting of stockholders or until their successors have
been elected and qualified; (ii) approved an amendment to the
Amended and Restated Signature Group Holdings, Inc. 2006
Performance Incentive Plan that increased the authorized number of
shares of common stock of the Company that may be issued under the
2006 Plan; (iii) ratified the appointment of Squar, Milner,
Peterson, Miranda & Williamson, LLP as the Company's independent
registered public accounting firm; and (iv) approved an
adjournment of the Annual Meeting to a later date or dates, if
necessary, to permit further solicitation of proxies to approve
Proposals 2, which seeks approval of an amendment to the Company's
Amended and Restated Articles of Incorporation to increase the
authorized number of shares of Company common stock.

                   Mc. Intyre Notes of Proposal 2

James A. McIntyre said July 28 that based on information
available, including the Company's recently filed litigation
against its former president, Kenneth Grossman, the GOLD card
nominees believe that a significant majority of unaffiliated,
independent stockholders supported the GOLD card nominees.

Mc.Intyre said that while the bulk of attention in this proxy
contest has been focused on the battle for board seats, this was
not the only item of contention on the agenda.  The GOLD Card
nominees also opposed the proposal to approve an 84% increase in
the authorized shares outstanding ("Proposal 2").  At the 2012
stockholder meeting, Mr. Craig Noell, the Company's CEO, announced
that they did not have enough votes at the time of the meeting to
pass Proposal 2 and they would adjourn the meeting "indefinitely".
Notably, Signature has had over six weeks to solicit votes and has
spent considerable resources and money ? stockholders' money --
soliciting votes.  The Gold card nominees believe wasting more
stockholder money in this effort further illustrates the manner in
which the board has and continues to turn a deaf ear to the owners
of the Company.  The GOLD Card nominees call on Mr. Noell and the
Signature board to acknowledge the will of the owners of the
Company and discontinue further solicitation efforts.

Since the GOLD card nominees believe it is almost certain the
board will ignore this request, they urge stockholders to reject
any future solicitation efforts by the Signature management
related to Proposal 2 and vote against it.  Giving the board the
additional shares, with the unfettered ability to further dilute
shares by up to 20% without stockholder approval, including to
further enrich themselves is, in the opinion of the GOLD Card
nominees, very dangerous.

Mr. McIntyre and the GOLD card nominees are extremely grateful to
the many stockholders who supported them.  "This proxy contest was
all about protecting the value of Signature stock for all
stockholders, not just ours.  Despite the almost overwhelming
number of shares owned and influenced by the current board
members, nominees and their paid consultants, it is evident from
the high level of support we received that independent
stockholders are not satisfied with the current state of affairs
at Signature," commented Mr. McIntyre.

                    Three Proxy Voting Services

Signature Group wooed shareholders by announcing that three
leading independent proxy voting advisory services -- Egan-Jones
Proxy Services, ISS, and Glass Lewis -- have recommended that
stockholders vote FOR all of the individuals nominated by the
Company's Board of Directors.

In concluding that voting the management ballot (WHITE PROXY CARD)
is in the best interest of the Company and its stockholders, Egan-
Jones said it considered, among other factors, the following:

"Our belief that the dissidents have provided no substantive new
ideas or valid reasons to change the Company's strategic direction
which would lead to enhancement of stockholder value."

"Our belief that under the current management and board the
Company has made significant progress since emerging from
bankruptcy, in the form of increasing revenues, diminishing
losses, and improvements in internal control surrounding financial
reporting which were not resolved in bankruptcy."

"Our belief that the current management and board, having been
presented with the financial and legal situation which,
ironically, occurred on the watch of Mr. McIntyre prior to
bankruptcy, deserve more time to deliver additional, improved
results."

                       About Signature Group

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

Fremont General Corp. filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 08-13421) on June 18, 2008.  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.


SKINNER ENGINE: Plan May Be Found Unconfirmable Without Hearing
---------------------------------------------------------------
Carla Main and Michael Bathon at Bloomberg News report that the
U.S. Court of Appeals in Pittsburgh ruled that the bankruptcy
court may find a reorganization plan is unconfirmable without
holding a hearing first when the disclosure statement shows the
plan is "patently unconfirmable and cannot be cured by creditor
voting," the court said in its opinion.  The court heard an appeal
from the U.S. Bankruptcy Court in Pittsburgh in the case of
American Capital Equipment and Skinner Engine Co., a maker of
steam engines for merchant ships.  Before the bankruptcy, Skinner
contended with claims for asbestos-related illnesses from merchant
mariners that its insurers defended against.

The report relates that Skinner proposed five plans of
reorganization.  The first plan proposed selling the company's
assets to American Capital's parent company and creating a trust
for payment of insurance money to asbestos claimants.  When the
plan met with creditor objections, a series of plans followed in
an attempt to address the objections of non-asbestos-related
creditors to provisions made for insurance proceeds and asbestos
creditors.  Skinner's fifth plan proposed a surcharge be paid to
the debtor of 20% of cash from insurance and policies that it
would use to pay creditors through a plan payment fund.  It
eliminated the Sec. 524(g) asbestos trust fund and provided for
a trustee who would make decisions about asbestos claims.
Claimants could also opt to use the tort system.  The bankruptcy
court held hearings on the disclosure statement and found it was
"facially unconfirmable because it was not proposed in good faith
and was forbidden by law in contravention" of Sec. 1129(a)(3) of
the Bankruptcy Code.

According to the report, the Circuit Court held that the trial
court is within its equitable powers of discretion to reject the
plan without a hearing "where it is obvious at the disclosure
statement phase that a later confirmation hearing would be
futile."

The case is In re American Capital Equipment, LLC, 10-2239,
U.S. Court of Appeals, Third Circuit (July 25, 2012).

                        About Skinner

Skinner Engine Company, Inc., one of Erie, Pa.'s oldest industrial
companies, and American Capital Equipment, Inc., filed for chapter
11 protection (Bankr. W.D. Pa. Case Nos. 01-23987 and 01-23988) in
2001.  The Bankruptcy Court denied confirmation of the Companies'
Fifth Amended Plan on May 26, 2009, and the cases will be
converted to Chapter 7 liquidation proceedings.


SOLYNDRA LLC: Files Plan to Return Up to 6% to Unsec. Creditors
---------------------------------------------------------------
Solyndra LLC's unsecured creditors with total claims of up to
$120 million can expect to recover 2.5% to 6% and up to $24
million of a $527 million U.S. government loan will be repaid, if
the bankruptcy judge confirms the solar power company's Chapter 11
plan.

Solyndra will begin soliciting votes on the Plan and schedule a
plan confirmation hearing if it obtains approval of the
explanatory disclosure statement at a Sept. 7 hearing.

The Plan became possible after Solyndra, certain prepetition
lenders, creditors, interest holders, and the statutory unsecured
creditors' committee reached a settlement.

The Plan provides for holders of allowed administrative expenses
and priority claims to be paid in full, and assets of Solyndra
will be vested in the Solyndra Residual Trust.

Among other things, the Plan creates a mechanism for the funding
of a $3 million Solyndra Settlement Fund to be made available to
the holders of general unsecured claims through the mechanism of a
Solyndra Settlement Trust, plus the satisfaction of the claims
asserted by a settlement class of the Debtors' former employees
under the WARN Act pursuant to a settlement of $3.5 million.

According to its Chapter 11 recovery analysis, Solyndra is
expected to record $54.9 million to $114.7 million in net proceeds
from assets disposition.  It will also obtain from Plan sponsors
(i) $3.5 million for the Employee WARN claimants, (ii) $3.50
million for the benefit of other and (iii) $3.175 million for the
benefit of general unsecured creditors.  In the projections, there
will be $65.06 million to $124.8 million in net proceeds available
for distribution to all creditors.

In contrast, in a Chapter 7 liquidation scenario, net proceeds
available for distribution are estimated to be between $38.8
million and $81.5 million.  In this scenario, the first lien debt
would have a 38% to 97.6% recovery.  Other creditors, including
the U.S. Department of Energy and unsecured creditors, would be
wiped-out.

The Plan's sponsors are identified as Argonaut Ventures I LLC and
Madrone Partners LP.  Argonaut Ventures is the investment arm of
billionaire George Kaiser's charitable organization.

The Plan, according to the Debtors, proposes to fairly and
efficiently restructure their liabilities and distribute the
Debtors' assets in a manner that will allow the Chapter 11 cases
to be promptly concluded.

According to the Disclosure Statement, creditors and interest
holders will have the following recovery under the Plan:

  Description/
  Estimated        Estimated
    Amount          Recovery             Treatment
  ------------     ---------             ---------
Administrative
Expenses
$10,633,000           100%        Paid in full in cash on the
                                  effective date of Plan

Tax Claims
$1,000,000            100%        Paid in full on Effective Date

Priority Non-Tax
Claims
$864,000 plus
$3,500,000 for
WARN Priority
Claims                100%        Not impaired

Prepetition
Tranche A
Claims
(First Lien)
Of Private
Investors
$69,715,800        50% to 100%    Will receive payment after
                                  payment of Tranche I Exit
                                  Facility and Solyndra
                                  Settlement Fund

Prepetition
Tranche B
Claims
(Second Lien)
on account of
Department of
Energy Loan
$142,808,500        0% to 17%     Will receive pro rata share of
                                  Net Lender Distributable
                                  Assets after payment of
                                  Tranche A facility

Prepetition
Tranche D
Claims
(Third Lien)
on account of
Department of
Energy Loan
$385,000,000         0% plus
                     outcome of
                    liquidation   Will receive pro rata share of
                                  Net Lender Distributable Assets
                                  after payment of Tranche A and
                                  Tranche B Claims

Prepetition
Tranche E
Secured
Claims
(Third Lien)
On account of
Conv. Notes
Issued July 2010
$186,644,300         0% plus
                     Outcome of
                     Liquidation  Will receive pro rata share of
                                  Net Lender Distributable Assets
                                  after payment of Tranche A and
                                  Tranche B Claims

General
Unsecured
Claims vs.
360 Degree
Solar Holdings Inc.
Holdings
$27,000,000             3%        Will receive payment from the
                                  settlement fund

General
Unsecured
Claims
vs. Solyndra
$150,000,000 to
$200,000,000       2.5% to 6.0%   Will receive pro rata share of
                                  settlement trust interests,
                                  which will entitle holder to a
                                  share of the settlement fund and
                                  Solyndra residual trust
                                  interests

Interests
In Holdings           N/A         Unimpaired.  Holders to retain
                                  interests

Interests
In Solyndra           N/A        Deemed to reject.  Interests
                                 will be extinguished

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

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

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.


SP NEWSPRINT: Judges OKs $145 Million Stalking Horse Plan
---------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher S. Sontchi on Friday approved SP Newsprint LLC's
$145 million stalking horse agreement but delayed the auction date
by one week, clearing the way for a wind-down of the embattled
papermaker while mollifying creditor concerns over the auction's
curtailed bidding period.

In an order approving the sales procedure, Judge Sontchi greenlit
the stalking horse agreement with SPN AcquisitionCo LLC, an entity
formed and owned proportionately by the prepetition lenders for
the purpose of acquiring the company's assets, according to
Bankruptcy Law360.

Bankruptcy Law360 earlier reported that reports that unsecured
creditors of SP Newsprint Holdings asked the Delaware judge to
modify the paper maker's $145 million stalking horse agreement
with its lenders, saying the sale schedule it proposes is too
short to allow for other bidders to emerge.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STAR BUFFET: Contested Plan Confirmation Hearing on Oct. 22
-----------------------------------------------------------
Star Buffet, Inc. disclosed that the United States Bankruptcy
Court for the District of Arizona scheduled a contested
confirmation hearing for Oct. 22, 2012, in connection with the
Company's proposed First Amended Joint Plan of Reorganization
dated May 24, 2012.

The official unsecured creditors' committee and certain of its
members objected to confirmation of the Plan and voted to reject
it.  Certain other unsecured creditors objected to confirmation of
the Plan, despite the fact that the Plan calls for full repayment
of all allowed unsecured creditors' claims.  Stockman Bank of
Montana, which holds two secured claims, voted in favor of the
Plan, and Wells Fargo Bank, N.A., which holds the largest secured
claim, announced at the hearing that it will be voting in favor of
the Plan.

                         About Star Buffet

Based in Arizona, Star Buffet, Inc. filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-27518) on Sept. 28, 2011.
Judge George B. Nielsen Jr. presides over the case.  S. Cary
Forrester, Esq., at Forrester & Worth, PLLC, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.

None of the Company's subsidiaries were included in the bankruptcy
filing except for Summit Family Restaurants, Inc.


STRIKE ENTERTAINMENT: Case Summary & 14 Unsecured Creditors
-----------------------------------------------------------
Debtor: Strike Entertainment Group, LLC
        P.O. Box 12489
        Jackson, MS 39236-2489

Bankruptcy Case No.: 12-02391

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Edward Ellington

Debtor's Counsel: J. Walter Newman, IV, Esq.
                  NEWMAN & NEWMAN
                  248 East Capitol Street, Suite 539
                  Jackson, MS 39201
                  Tel: (601) 948-0586
                  Fax: (601) 948-0588
                  E-mail: wnewman95@msn.com

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

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

A copy of the Company's list of its 14 unsecured creditors is
available for free at http://bankrupt.com/misc/mssb12-02391.pdf

The petition was signed by John W. Christopher, owner/general
manager.


SYMS CORP: To Present Plan for Confirmation on Aug. 29
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the Disclosure Statement for the Second Amended Joint
Chapter 11 Plan for Syms Corp and its wholly owned subsidiary
Filene's Basement, LLC.  The court also set a solicitation
schedule and a date of Aug. 29, 2012 for the confirmation hearing.

The Plan has the support of the Debtors, the Official Committee of
Unsecured Creditors, and the Official Committee of Equity Security
Holders, which represents minority shareholders.  The Disclosure
Statement was approved by the Court on July 13, 2012.

If the Plan is approved, Syms creditors will be paid in full. The
Plan will allow Filene's Basement creditors to receive a recovery
from Syms' assets.  Filene's trade creditors will be paid in full,
while landlords with lease rejection claims will receive a
recovery of 75%.

The Plan creates a newly constituted company with a new capital
structure, which will dispose of Syms real estate assets over time
in a way that maximizes their value for the benefit of creditors
and shareholders.  The current majority shareholder (Marcy Syms
and entities with which she is affiliated) will sell her shares in
their entirety to the newly constituted Syms on the Plan's
Effective Date at a price of $2.49 per share.  Since early in the
bankruptcy proceedings, the Equity Committee has expressed its
desire for this transfer of control.

Under the Plan, Syms will offer to sell to existing shareholders,
other than the majority shareholder, who qualify as accredited
investors under the plan, the right to purchase a total of more
than 10 million new shares at a price equal to $2.49 per share, or
approximately $25 million in the aggregate.

Proceeds from this rights offering, along with proceeds from any
real estate dispositions, will be used for payment of exit and
other costs, with any remaining proceeds to be split between
creditors and the majority shareholder, with creditors receiving
60% and the majority shareholder receiving 40%, until the majority
shareholder is paid $10,725,761.

The balance of Syms' payment obligation to the majority
shareholder, in the amount of $7,065,907, will be paid after
reorganized Syms has satisfied all its obligations to creditors
under the Plan.

A key component of this transaction is that while, on the
Effective Date, the majority shareholder will relinquish her
shares in their entirety and relinquish control of the company,
and Syms will have raised funds from third parties sufficient to
pay for those shares, she will be paid for those shares over time,
without interest, assuming that assets are disposed of, funds are
available, and all obligations to creditors have been satisfied.

On the Effective Date, reorganized Syms' board of directors will
be comprised of three designees of the Equity Committee, one
designee of the Creditors' Committee, and one independent director
agreeable to both the Equity Committee and the Creditors'
Committee.

The Debtor's assets currently include cash from the store closing
sales; parcels of real estate owned by Syms; long-term ground
leases; intellectual property owned by Filene's; and various
estate claims and causes of action.

              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.


SYNCORA GUARANTEE: Moody's Review 'Ca' IFS Rating for Upgrade
-------------------------------------------------------------
Moody's Investors Service has placed the Ca insurer financial
strength (IFS) rating of Syncora Guarantee Inc. (SGI) on review
for upgrade following the firm's announcement, on 17 July 2012, of
a $375 million settlement of RMBS-related claims and other claims
with Countrywide and Bank of America.

The rating action has implications for the various transactions
wrapped by SGI.

Rating Rationale

Moody's believes that the recently announced $375 million
settlement with Countrywide and Bank of America is a material
positive development for SGI, as it substantially improves the
firm's liquidity and statutory surplus position. Being in excess
of SGI's Q1 2012 aggregate putback receivable of $233 million, the
settlement should, in itself, improve the firm's statutory capital
position, which stood at $295 million at the end of the first
quarter of 2012. In its announcement SGI stated that it had
remediated other credits after the end of the first quarter,
paying approximately $96 million in the process.

The following rating was placed on review for upgrade:

Syncora Guarantee Inc. - Insurance financial strength rating: Ca

Moody's rating of Syncora Guarantee (U.K) Ltd. was not part of
this rating action.

Scope of the Review

During its review Moody's will evaluate the risks embedded in
SGI's insured portfolio, with a focus on downside risk
sensitivities given the firm's large exposure to sectors and
issuers adversely affected by the financial crisis and the current
weak economic environment. SGI's ongoing risk mitigation efforts,
including potential further loan put-backs and servicing
transfers, will also be considered in this context. The rating
agency will also assess the extent to which SGI's ownership of
Syncora Capital Assurance Inc. (SCAI, unrated) contributes to its
financial flexibility and claims paying resources. As of Q1 2012,
SCAI had assets of $724.0 million and had assumed approximately
$58 billion of risk from SGI.

The rating agency stated that if a ratings upgrade were to occur
upon conclusion of the review, SGI's rating could go up by more
than one notch.

Treatment of Wrapped Transactions

Moody's ratings of securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of the following: a) the rating of the guarantor (if
rated at the investment grade level); or b) the published
underlying rating (and for structured securities, the published or
unpublished underlying rating). Moody's approach to rating wrapped
transactions is outlined in a special comment titled "Assignment
of Wrapped Ratings When Financial Guarantor Falls Below Investment
Grade" (May 2008) and an announcement titled "Moody's Modifies
Approach to Rating Structured Finance Securities Wrapped by
Financial Guarantors" (10 November 2008).

As a result of the action, the Moody's-rated securities that are
guaranteed or "wrapped" by SGI have also been placed on review for
upgrade, except those with equal or higher published underlying
ratings (and for structured finance securities, except those with
equal or higher published or unpublished underlying ratings).

Syncora Guarantee Inc. (formerly XL Capital Assurance Inc.)
provides credit enhancement and protection products to the public
finance and structured finance markets throughout the United
States and internationally. Its wholly-owned subsidiary, Syncora
Capital Assurance Inc. (SCAI, unrated), was created as part of a
2009 restructuring and reinsures a portion of SGI's US public
finance and global infrastructure portfolio on a cut-through
reinsurance basis. SGI also novated its non-commuted CDS exposures
to SCAI.

The principal methodology used in this rating was Moody's Rating
Methodology for the Financial Guaranty Insurance Industry
published in September 2006.


TDS COMMERCIAL: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: TDS Commercial Construction, Inc.
        4239 63rd Street West
        Bradenton, FL 34209

Bankruptcy Case No.: 12-11322

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Sacha Ross, Esq.
                  GRIMES GOEBEL GRIMES HAWKINS, ET AL
                  1023 Manatee Avenue West
                  Bradenton, FL 34205
                  Tel: (941) 748-0151
                  Fax: (941) 748-0158
                  E-mail: sross@grimesgoebel.com

Scheduled Assets: $81,924

Scheduled Liabilities: $1,002,499

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-11322.pdf

The petition was signed by David Scherer, president.


TE ROSLYN: Committee Suffers Setback in Fight Over Lease
--------------------------------------------------------
Bankruptcy Judge Alan S. Trust denied the request of the Official
Committee of Unsecured Creditors in the Chapter 11 case of TE
Roslyn LLC seeking to stay the Court's June 18, 2012 Order pending
the outcome of the Committee's appeal of the June 18 Order to the
District Court.  The June 18 Order determined, among other things,
that TE Roslyn had breached the terms of a Stipulation and Order
dated April 26, 2012, between the Debtor and its landlord, ONB
Realty, LLC, regarding the premises at which the Debtor had
operated a restaurant.  The Stipulation provided for a
reinstatement of the prepetition lease of the Premises and
provided the Debtor an opportunity to find a buyer for the
Premises, conditioned, inter alia, on the Debtor paying its
postpetition rent on a timely basis. However, the Debtor failed to
make timely rent payments which, by virtue of the Stipulation,
resulted in the Lease terminating.

The Committee raises two arguments in support of its request for a
stay pending appeal: first, that the Landlord's motion for relief
from the automatic stay and the Stipulation were not properly
served under Fed. R. Bankr. Proc. 40012; and second, that the
balance of harms weighs in favor of granting a stay pending
appeal.

In denying the Committee's request, according to Judge Trust, the
Committee has failed to establish a likelihood of success on
appeal, irreparable harm, absence of substantial injury to the
Landlord, or a compelling public interest.

On July 17, the Debtor filed a motion to sell its interest in the
leasehold and the personalty therein on an expedited basis.  On
July 19, the Committee filed a Stipulation [dkt item 100] signed
by Debtor, counsel to the Committee and the Landlord, extending
the deadline for the Debtor to hold an auction sale or remove its
assets from the premises until Aug. 6, and extending the deadline
for abandonment of the premises to Aug. 7.  However, the
Stipulation did not provide for reinstatement of the Lease.

The hearing on bid procedures was conducted on July 23, at which
time the parties announced that, while the parties agreed in
principle to the auction process and procedures, the Lease had not
been reinstated, the Landlord was under no obligation to accept
the purchaser of Debtor's assets as an assignee of the Lease, and
the pending appeals from the June 18 Order would still be
prosecuted.  On July 24, the Court entered an Order approving the
Debtor's bid procedures, scheduled an auction sale for Aug. 6,
2012, at 10:00 a.m., and scheduled a hearing to consider approval
of the sale for Aug. 6, 2012, at 2:00 p.m.

The Debtor's now pending proposed sale of assets is conditioned on
the purchaser being able to negotiate a reinstatement and
assignment of the Lease.

A copy of the Court's July 26, 2012 Decision and Order is
available at http://is.gd/Wg1J12from Leagle.com.

                         About TE Roslyn

TE Roslyn LLC operated a restaurant at 1446 Old Northern
Boulevard, Roslyn, in New York.  It filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 12-71112) on Feb. 27, 2012,
after receiving a notice of termination of the lease for the
restaurant premises.  Judge Alan S. Trust oversees the case.
Jonathan S. Pasternak, Esq., at Rattet Pasternak, LLP, serves as
the Debtor's counsel.  The petition estimates under $1 million in
assets and under $10 million in debts.  The petition was signed by
Christos Giorgou, managing member.

An official committee of unsecured creditors was formed on May 7,
2012.


THELEN LLP: Ex-Partners Settle Compensation Claims
--------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Allan L. Gropper on Friday approved a settlement between the
trustee of collapsed law firm Thelen LLP and two of its partners
to resolve claims over the compensation the partners received in
the firm's final years.

Bankruptcy Law360 relates that Judge Gropper approved the deal
between Thelen's Chapter 7 trustee Yann Geron and former Thelen
partners Jeffrey Rosenstein and Edward Gartenberg, who agreed to
pay roughly $4,350 to settle the claims.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


THORNBURG MORTGAGE: Trustee Pays Banks $72MM to Settle Suit
-----------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that Joel I. Sher of
Shapiro Sher Guinot & Sandler PA, the trustee for TMST Inc.,
agreed Friday to pay $72 million to Credit Suisse Securities LLC
and several other financial institutions to settle proceedings
alleging they have liens on the proceeds from certain mortgage
servicing rights under a series of repurchase and swap agreements.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TRAFFIC CONTROL: Receives OK of Fifth Street Finance Sale
---------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
U.S. Bankruptcy Court in Wilmington, Del., approved the sale of
Traffic Control and Safety Corp. to a company controlled by Fifth
Street Finance Corp.

As reported in the Troubled Company Reporter on July 23, 2012, the
auction was cancelled after no other party submitted a bid that
would rival the stalking horse offer by the company's lenders.

Second-lien creditors have signed a deal to buy the company in
exchange for $20 million of the junior secured debt. In addition,
they will assume the first-lien obligations of about $18.5
million, pay expenses of the Chapter 11 case, and provide $500,000
toward expenses not paid with financing for the reorganization.
When the sale is completed, the second-lien lenders will waive the
remainder of their claim.

                       About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.


TRANS-LUX CORP: Files Form S-1, Registers 31.8MM Common Shares
--------------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission a Form S-1 relating to the sale by Peter L. and Jonnet
Abeles, Richard V. Aghababian, James Anglim, et al., of up to
31,835,000 shares of the Company's common stock.

The prices at which the selling stockholders may sell shares will
be determined by the prevailing market price for the shares or in
negotiated transactions.  The Company will not receive any
proceeds from the sale of these shares by the selling
stockholders.

The Company will bear all costs relating to the registration of
these shares of its common stock, other than any selling
stockholders' legal or accounting costs or commissions.

The Company's common stock is quoted on the OTCQB under the symbol
"TNLX.PK".  The last reported sale price of the Company's common
stock as reported by the OTCQB on July 25, 2012, was $0.32 per
share.

A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/C1uQcS

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$26.72 million in total assets, $24.45 million in total
liabilities, $6.13 million in redeemable convertible preferred
stock, and a $3.86 million total stockholders' deficit.


US INFRASTRUCTURE CORP: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on United States Infrastructure Corp. (USIC). The
outlook is stable.

"At the same time, we raised our issue-level rating on the
company's $250 million senior secured credit facility to 'BB-'
from 'B+', and revised our recovery rating to '2' from '3',
indicating our expectation of a substantial (70% to 90%) recovery
in the event of a payment default. The higher issue-level rating
is based on our assumption of a higher gross enterprise value at
emergence, reflecting lesser uncertainty regarding integration
costs and synergies from its acquisitions," S&P said.

"The ratings on USIC reflect Standard & Poor's view of its 'weak'
business risk profile and 'aggressive' financial risk profile. We
assume that the company will benefit from a slow but steady
recovery in end markets that require its line-locating services,"
said Standard & Poor's credit analyst Nishit Madlani.  Cost
synergies from its acquisition of Consolidated Utility Services
Inc. (CUS) should enable the company to achieve an EBITDA margin
of about 15% and reduce leverage to less than 5x adjusted total
debt to EBITDA over the next year.

The company participates in the niche $1.6 billion market for
utility line-locating services. In about half of the market,
utilities locate and mark their own lines. The utility companies
outsource the rest of the market, mainly to two principal players
(USIC is one).

"USIC's end-market diversity is limited, with revenues split about
equally among infrastructure, residential, and commercial
construction-related activity, which drives utility line locating.
USIC serves customers in the telecom, electric, gas, cable, and
other utility markets. We expect the company to continue to have a
high customer concentration with almost one-third of its revenues
coming from AT&T Inc. (A-/Stable/A-2). Although historically USIC
has been able to renew the majority of its contracts, the company
could lose business if customers put expiring contracts out to
bid. The regulatory requirement to locate and mark utility
infrastructure before the initiation of underground excavations,
and contractual relationships with several large customers help
offset our assessment of USIC's weak business risk profile," S&P
said.

"Recurring revenues from infrastructure maintenance and government
spending somewhat offset the company's exposure to the highly
cyclical construction market. Although public construction remains
soft, private construction was up 13.1% year over year in May on
strength in both the residential and private nonresidential
markets. In our base case we expect a slight decline in
nonresidential activity in 2013, which low double-digit growth in
residential construction and a slow recovery in infrastructure
spending would offset. Despite the company's limited service
offerings, the capability to respond within the utilities' 48- to
72-hour window provides a barrier to entry for potential
competitors. We believe the CUS acquisition has further increased
geographic density and allowed more line locates per stop, which
should support improvement in profitability compared with prior
years," S&P said.

S&P said its base-case scenario assumptions (over the next two
years) for USIC include:

-  Organic revenue growth will be in the low to mid single-digit
    area over the next two years as a result of the recovery in
    some end-markets. S&P expects USIC to somewhat improve market
    penetration across regions through new customers.

-  EBITDA margins will remain at about 15%, reflecting post
    acquisition-related cost synergies with lower labor expense
    (as a percent of sales) and a potential improvement in mix as
    the construction activity recovers.

-  Funds from operation to debt will improve over the cycle. Free
    operating cash flow to debt will be in the low to mid single
    digits given modest capital expenditures will average about 2%
    of revenues.

"We view USIC's financial risk profile as aggressive given our
expectation for leverage of 4.5x-5x and FFO to total debt of 10%-
15%. We expect these metrics to improve over the next year or so
as the company benefits from cost reductions. It has limited
capacity at the rating for large debt-financed acquisitions. Also,
we believe financial policies will remain aggressive given its
concentrated ownership by financial sponsors," S&P said.

"The stable rating outlook reflects our belief that USIC would
continue to benefit from improving demand for its line-locating
over the next 12 months, coupled with cost synergies from its
acquisition of CUS in 2011. We expect the company to achieve an
EBITDA margin of about 15% and reduce leverage to less than 5x
over the next year," S&P said.

"We could lower the ratings if USIC's operating performance
appears likely to weaken or if the company pursues a more
aggressive financial policy than we expect. For example, we could
lower the ratings if the company loses a large customer, causing
earnings to decline to an extent that is likely to result in
negative free cash flow or leverage greater than 5x for a
sustained period," S&P said.

"We consider an upgrade unlikely during the next year based on our
assessment of the company's business and financial risks and
USIC's concentrated ownership by financial sponsors, which we
believe indicates that financial policies will remain aggressive,"
S&P said.


UTSTARCOM INC: To Focus on Services and Divest IPTV Business
------------------------------------------------------------
UTStarcom Holdings Corp. announced strategic initiatives that
together advance its efforts to transition into higher growth,
more profitable areas and enhance the value of the business.

Specifically, these strategic initiatives include:

   * The acceleration of the growth of the Company's media
     operational support services business.

   * The divestiture of the Company's IPTV equipment business
     which will become a privately-held, standalone company.

   * The appointment of former Board member and technology
     industry veteran Mr. William Wong as Chief Operating Officer,
     effective immediately.  Mr. Wong will transition into the
     Chief Executive Officer role at UTStarcom upon close of the
     divestiture transaction.

   * Mr. Jack Lu will leave UTStarcom to lead the IPTV equipment
     business once the divestiture transaction closes.

These initiatives stem from decisions made by a Strategy Committee
of the Company's Board of Directors.  The Strategy Committee, led
by independent Directors, was convened in the first quarter of
2012 to identify opportunities to accelerate revenue growth,
bolster profit margins, improve operational cash flow, and
increase shareholder value.  After evaluating several potential
strategic options, the Strategy Committee determined the best way
to achieve these goals is to concentrate capital and resources on
building out value-added services, divest non-profitable parts of
the business, and move into high-growth areas, such as media
operational support services.

As part of this strategy, the Company will divest its IPTV
equipment business, which will become a privately-held standalone
company.  Once the divestiture transaction closes, Mr. Jack Lu
will lead the new IPTV equipment business, thus leaving his
position as UTStarcom's Chief Executive Officer.  The divestiture
is a means of effectively redeploying capital to support higher
return opportunities, particularly in the value-added services
area.  It accelerates UTStarcom's ongoing transition into a higher
growth business and will have an immediately positive effect on
the Company's margin structure and profitability profile.  The
IPTV business currently accounts for approximately one-third of
revenue and is expected to negatively contribute to the overall
Company results.  This strategic initiative will significantly
reduce UTStarcom's expenses by US$17 million per year.

"A result of an extensive review of potential options, this
transaction offers the best solution for the Company to exit a
non-strategic business segment and leaves UTStarcom with a dynamic
core business well-positioned for future transformational
initiatives," said Mr. Xiaoping Li, Lead Independent Director and
Chair of the Strategy Committee.  "Importantly, the divestiture
preserves the parts of the revenue base that have higher
profitability and stable growth prospects.  It also provides
excellent continuity for IPTV customers, who can expect the same
level of service and commitment from the new company.  Lastly, it
helps provide clarity for business partners, employees, and
shareholders on UTStarcom's priorities and strategic direction."

Mr. Wong joins the Company today as Chief Operating Officer and
will lead the efforts to separate the businesses.  He will assume
the role of Chief Executive Officer upon close of the transaction.
Mr. Wong brings over 25 years of technology industry experience
spanning consumer technology, telecommunications infrastructure
and semiconductors and has served in many executive positions,
including as Chief Executive Officer of Borqs International, which
produces software platforms for mobile operators and chip
manufacturers.  From September 2010 until December 2011 Mr. Wong
served as director on UTStarcom's Board.  Most recently, he helped
lead Yellowstone Capital, a strategy and financial advisory firm
supporting technology companies in China.  Mr. Wong earned a
bachelor degree in electrical engineering from Northwestern
University and master degrees in electrical engineering and
business administration from the University of California,
Berkeley.

"We are delighted that Mr. William Wong has agreed to lead
UTStarcom," continued Mr. Li.  "William's professional expertise
in the technology sector and his deep familiarity with our
business and our objectives make him the ideal candidate to help
transform the business.  He has shown a longstanding and tireless
commitment to UTStarcom through his tenure as a Board member and
special advisor to the Company and we believe he will bring
UTStarcom to new levels of success."

"Also, on behalf of the Board I would like to thank Mr. Jack Lu
for his exceptional stewardship of the Company for the past two
and a half years during which he turned around the Company after
six years of losses.  After the divestiture, Mr. Lu will lead the
new IPTV business.  Based on his proven outstanding performance,
we believe that he is the best candidate to lead the new business,
bringing his passion, ability and vision to make the business an
industry leader.  We wish him every success and will give the new
company the best necessary support in further developing the IPTV
business as a market leading technology provider."

"I would like to thank the Board, the management team and
employees for their confidence and support since I joined
UTStarcom," Mr. Jack Lu said.  "With our leading technology, solid
foundation in the IPTV market and strength in resources, we will
continue to improve our support and services to our customers.  We
will continue to abide by our mission statement of 'we succeed as
our customers succeed,' and actively drive IPTV technology
development and the new company's sustainable growth."

UTStarcom will divest the IPTV business, transferring all assets,
liabilities and managerial duties to a new ownership team headed
by Mr. Jack Lu.  UTStarcom will purchase a US$20 million
convertible bond that will be convertible into 33% of the new IPTV
business's common stock in five years.  The transaction
immediately strengthens UTStarcom's balance sheet, removing
aggregated liabilities such as customer advances and accrued
service costs that are currently associated with the IPTV
business.

The new standalone IPTV business will have access to a greater
range of options to adapt to competitive conditions.  At the same
time, it will enter into a brand licensing arrangement with
UTStarcom to ensure business continuity for customers and business
partners.  The transaction is expected to close by the end of
August.

As a result of the transaction, the Company will begin reporting
results from the IPTV division as discontinued operations in the
third quarter of 2012 and for all comparable periods.

The Company noted that based on current information, it expects
second quarter results to be in line with initial internal
expectations and to reflect strong sequential improvement versus
the first quarter of 2012.  Also, this strategic initiative is
expected to immediately improve UTStarcom's profitability by
removing a business with rates of return that are lower than those
generated by the rest of the Company.

UTStarcom will release its second quarter earnings in August 2012.
At that time, the Company will also provide an update on the
outlook for the remainder of the year.

Mr. William Wong, Chief Operating Officer, concluded, "I am
excited about the opportunity to work with UTStarcom's talented
managers, engineers and service professionals to reposition the
Company around services that better align us with our customers'
needs and make us a more valuable partner.  In addition, I am
looking forward to building on the initial steps being taken today
to truly transform our business.  I will work to collaborate
closely with the Board and management team to stay true to a set
of core priorities, create the most effective long-term plan to
grow the business, and deliver enhanced shareholder value."

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company reported a net loss of $4.72 million on $46.65 million
of net sales for the three months ended March 31, 2012, compared
with a net loss of $10.51 million on $61.26 million of net sales
for the same period during the prior year.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$590.27 million in total assets, $328.11 million in total
liabilities and $262.16 million in total equity.


VFRS LLC: Court Freezes Assets Amid Forex Fraud Charges
-------------------------------------------------------
The Honorable Yvonne Gonzalez Rogers of the U.S. District Court
for the Northern District of California on July 27, 2012, entered
an emergency order freezing the assets of defendants Victor Yu of
San Jose, Calif., and his company, VFRS, LLC, based in Alameda,
Calif.  The court's order also prohibits the destruction or
alteration of books and records, and grants the U.S. Commodity
Futures Trading Commission immediate access to such documents.
The judge set a hearing on the CFTC's motion for a preliminary
injunction for August 10, 2012.

The order arises out of a civil enforcement action filed by the
CFTC on July 26, 2012, charging defendants Yu and VFRS with
defrauding at least 100 clients in connection with off-exchange
foreign currency (forex) trading.  The CFTC's complaint also
charges Yu with failure to register with the CFTC as a commodity
trading advisor (CTA).

According to the CFTC complaint, since at least August 2009 to the
present the defendants' clients invested more than $5 million in
forex trading accounts and lost more than $2 million, while
defendants received fees of more than $270,000 from their clients.

The defendants allegedly fraudulently solicited clients to open
forex accounts that allowed the defendants to place trades in
their accounts using trading software that Yu claimed to have
developed.  Further, defendants misrepresented to clients that the
trading software made forex trading "extremely safe," prevented
clients from ever reaching certain loss thresholds, and guaranteed
that clients will not have a losing trade, according to the
complaint.  In addition, defendants allegedly misrepresented to
some prospective customers that their trading software had shown
positive returns on every trade it had ever made and has
successfully predicted activity in the currency markets back to
the 1920s.

To solicit new clients, Yu and VFRS, by and through Yu, held face-
to-face meetings with prospective clients in various clients'
homes, obtaining leads primarily through word-of-mouth, according
to the complaint.  Yu allegedly promised existing clients a
referral fee or a percentage of any profits earned in the new
clients' forex accounts.  When opening accounts, clients signed
agreements promising to pay the defendants a service fee of 30
percent of their net profits, and the defendants provided log-in
and password information so that clients could "hook up" to the
defendants' trading software.  The complaint alleges that by this
conduct, Yu acted as a CTA and was required to register with the
CFTC.

In its continuing litigation, the CFTC seeks civil monetary
penalties, restitution, trading and registration bans, and
preliminary and permanent injunctions against further violations
of the federal commodities laws, as charged.

The CFTC Division of Enforcement staff members responsible for
this case are Robert Howell, Jennifer Smiley, Joseph Patrick,
Susan Gradman, Scott Williamson, Rosemary Hollinger, and Richard
Wagner.


VICTORVILLE, CA: Under SEC Probe Over Financial Practices
---------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that joining the
flurry of California cities facing serious economic problems, the
city of Victorville is under investigation by the U.S. Securities
and Exchange Commission and could face a lawsuit over its
financial practices, Victorville's city attorney confirmed
Thursday.

Bankruptcy Law360 relates that City Attorney Andre de Bortnowsky
said that Victorville had received subpoenas from the SEC and had
submitted thousands of pages of documents to the commission,
adding that the investigation seems to have "no immediate end in
sight."


VOLKSWAGEN-SPRINGFIELD: BB&T Seeks OK of Settlement Agreement
-------------------------------------------------------------
Branch Banking and Trust Company asks the U.S. Bankruptcy Court
for the Eastern District Of Virginia to approve a settlement
agreement resolving a certain motion for relief from stay in the
Chapter 11 case of Volkswagen-Springfield, Inc.

On May 22, 2012, BB&T filed a motion for relief from stay relating
to certain property.

According to BB&T, the Debtor has acknowledged that it cannot pay
its debt to BB&T, that it has no equity in the property and the
property is not necessary for an effective reorganization unless
it is sold, and BB&T is entitled to relief from stay.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has yet been appointed in the case.



W.R. GRACE: 55 Claims Transferred July 1 to 25
----------------------------------------------
The Clerk of Court recorded 55 claims transferred from July 1 to
July 25, 2012.  Sierra Asset Management, LLC transferred 42 claims
to Sierra Liquidity Fund, LLC.  Sierra Nevada Liquidity Fund
transferred six claims to Sierra Liquidity Fund, LLC.  Sierra
Capital transferred one claim to Sierra Liquidity Fund, LLC.  Main
Plaza, LLC transferred two claims to CIM Urban REIT 211 Main St.
(SF), LP, as assignee of CIM REIT Acquisition, LLC.  SGH
Enterprises, Inc., formerly known as Samson Hydrocarbons C,
transferred one claim to the United States of America.  Domnern
Somgiat & Boonma Law Office Ltd. transferred one claim to Tannor
Partners Credit Fund, LP.  Intex Plastics Corporation transferred
one claim to Southpaw Koufax LLC.  Madison Complex Inc.
transferred one claim to Tannor Partners Credit Fund, LP.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Buys Brazilian Admixture Manufacturer
-------------------------------------------------
W. R. Grace & Co. acquired Rheoset Industria e Comercio de
Aditivos Ltda.  Rheoset is a leading manufacturer of concrete
admixtures in Brazil.  Financial terms of the transaction were not
disclosed.

Rheoset specializes in quality concrete admixtures based on
proprietary, value-added concrete technologies that enhance the
performance of concrete and contribute to higher quality, longer
lasting structures.  These technologies help customers across the
value chain achieve efficient production and enhanced
productivity.  This acquisition adds manufacturing capacity at Rio
de Janeiro and Recife, complementing Grace's existing operations
at Sorocaba and Bahia.

"Rheoset's product lines are highly complementary to Grace's
concrete admixture product and technology portfolio," said Craig
Merrill, Vice President and General Manager, Americas for Grace
Construction Products, a business segment of Grace.  "The
acquisition will accelerate the pace of product and technology
development, enabling the more rapid creation of new customer
solutions and new value in this segment."

Andrew Bonham, President of Grace Construction Products adds,
"This acquisition is part of Grace's strategy of growth in high
margin segments, investing in manufacturing capacity to serve
emerging regions, and extending the Grace brand in our core
business segments."

                 About Grace Construction Products

Grace Construction Products is a world-leading provider of
construction chemicals and building materials that are used to
enhance the durability, strength, and appearance of structures all
over the world.  Products include concrete admixtures, fibers,
surface treatments and liquid pigments, additives for cement
processing and fire protection, waterproofing and masonry
products.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WASHINGTON MUTUAL: Liquidating Trust Distributes 927,800 Shares
---------------------------------------------------------------
WMI Liquidating Trust, which was formed pursuant to the Seventh
Amended Joint Plan of Affiliated Debtors under Chapter 11 of the
United States Bankruptcy Code of Washington Mutual, Inc.,
disclosed that on Aug. 1, 2012, it will distribute 927,862 shares
of WMI Holdings Corp. to Class 22 claimants.

In connection with the Distribution, eligible claimants in Class
22 who held shares of common stock issued by WMI prior to
September 25, 2008, will receive 0.00076346 of a share of the
Company's new common stock for each share of WMI common stock they
previously held.  The common stock issued by WMI prior to
September 25, 2008 was cancelled on March 19, 2012, the Effective
Date of the Plan.

The Distribution is possible as a result of a release of equity
reserves held on account of recently disallowed equity claims and
it supplements the share distribution that occurred shortly after
the effective date on March 23, 2012.  In the Initial
Distribution, newly issued shares of the Company's common stock
were distributed to claimants who elected to receive such common
stock, as well as claimants in each of Classes 19, 21 and 22 under
the Plan.  Class 19 included holders of preferred securities
identified as the REIT Series, Series K Perpetual Non-Cumulative
Floating Rate Preferred Stock and Series R Non-Cumulative
Perpetual Convertible Preferred Stock, in each case as defined in
the Plan. The chart below summarizes shares issued to claimants in
Classes 19, 21 and 22 and the conversion ratios for each class.


  Security Description  Class   Shares Issued    Conversion Ratio
  --------------------  -----   -------------    ----------------
   REIT Series           19     73,849,313           19.80058

   Series K
   Preferred Stock       19      8,992,818            0.4950145

   Series R
   Preferred Stock       19     57,548,706           19.8005825


   Dime Warrants         21      4,165,700            0.0546370

   Common Equity
   Interests             22     40,702,317            0.03349842


                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WEST CORP: Files Form 10-Q, Posts $36.7MM Net Income in Q2
----------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $36.69 million on $661.89 million of revenue for the three
months ended June 30, 2012, compared with net income of $34.37
million on $622.82 million of revenue for the same period during
the prior year.

The Company reported net income of $70.73 million on $1.30 billion
of revenue for the six months ended June 30, 2012, compared with
net income of $68.95 million on $1.23 billion of revenue for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.33 billion
in total assets, $4.15 billion in total liabilities and a $823.98
million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
June 30, 2012, that if it cannot make scheduled payments on its
debt, the Company will be in default, and as a result:

   * the Company's debt holders could declare all outstanding
     principal and interest to be due and payable;

   * the lenders under the Company's new senior secured credit
     facilities could terminate their commitments to lend the
     Company money and foreclose against the assets securing its
     borrowings; and

   * the Company could be forced into bankruptcy or liquidation.

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

                        http://is.gd/AXNO8A

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WESTMORELAND COAL: Appoints Michael Hutchinson to Board
-------------------------------------------------------
The Board of Directors of Westmoreland Coal Company has appointed
Mr. Michael G. Hutchinson as an independent director effective
Aug. 1, 2012.

Mr. Hutchinson recently retired from Deloitte & Touche.  His
Deloitte career spanned nearly 35 years, leading their Denver
Energy and Natural Resources Practice for the last fifteen years
while at the same time managing the Audit and Enterprise Risk
Management practice of the Denver office.  Mr. Hutchinson is a
native of Colorado having graduated from the University of
Northern Colorado in 1978 with a Bachelor's degree specialization
in Accounting.

"We are pleased that Mike has agreed to join our board," commented
Richard Klingaman, Chairman of the Board of Westmoreland.  "His
professional public accounting experience and broad engagement in
the energy and financial sectors will serve us well."

On July 27, 2012, the board of directors of Westmoreland Coal
increased the number of directors that constitute the Board from
six to seven members.

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $955 million
in total assets, $1.20 billion in total liabilities and a $249.08
million total deficit.

                           *     *     *

In March 2011, Standard & Poor's Ratings Services said that it
assigned a 'CCC+' corporate credit rating to Colorado Springs,
Colorado-based Westmoreland Coal Co.  In January 2012, S&P revised
its outlook on Westmoreland to positive from stable and affirmed
its 'CCC+' credit rating.

"The outlook revision reflects our expectation that the
acquisition, improved reserve position, and stronger coal pricing
could bring WLB's credit metrics in line with a higher rating over
the next several quarters," said Standard & Poor's credit analyst
Gayle Bowerman.

The rating and outlook for WLB also incorporate the combination of
what S&P considers to be its 'vulnerable' business risk profile
and 'highly leveraged' financial risk profile.  The ratings also
reflect WLB's high-cost position in the Powder River Basin (PRB)
and Texas, relatively short reserve life, high customer
concentration, challenges posed by the inherent risks of coal
mining, and liquidity that's less than adequate to meet the
company's near-term obligations.


WIZARD WORLD: Posted $303,900 Net Loss in 1st Quarter
-----------------------------------------------------
Wizard World, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $303,903 on $520,155 of convention revenue
for the three months ended March 31, 2012, compared with net
income of $573,124 on $536,656 of convention revenue for the same
period last year.

"Other income (expense) for the three months ended March 31, 2012,
was $51,121, as compared to $1,589,491 for the three months ended
March 31, 2011," the Company said in the filing.  "The decrease is
primarily attributable to the Company realizing a gain on fair
market value - derivative liability in the amount of $1,408,000
during the three months ended March 31, 2011, as compared to a
$225,778 gain during the three months ended March 31, 2012."

The Company's balance sheet at March 31, 2012, showed
$1.44 million in total assets, $4.67 million in total liabilities,
and a stockholders' deficit of $3.23 million.

"As reflected in the accompanying consolidated financial
statements, the Company had an accumulated deficit at March 31,
2012, and had a net loss and net cash used in operating activities
for the interim period then ended, respectively," the Company said
in the filing.  "These factors raise substantial doubt about the
Company's ability to continue as a going concern."

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

                       http://is.gd/FUp3yN

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.


WM BOLTHOUSE: S&P Keeps 'B' Issuer Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB+' senior
unsecured debt ratings to Camden, N.J.-based Campbell Soup Co.'s
(BBB+/Stable/A-2) proposed senior unsecured debt securities
expected to total about $1.25 billion, consisting of two-year
floating rate notes, 10-year and a 30-year tranche (actual amounts
and maturity dates to be finalized at the closed of the
transaction). The notes will be issued under the company's Rule
415 shelf registration.

Net proceeds of this offering are expected to be used toward the
financing of the company's pending acquisition of Wm. Bolthouse
Farms Inc. (B/WatchPos/--).

"The ratings on Campbell reflect our opinion of the company's
'strong' business risk profile and 'intermediate' financial risk
profile. Key credit factors in our business risk assessment
include Campbell's product and brand diversification across soups,
premium cookies and crackers, sauces, and vegetable-based juices;
strong (albeit declining) market share in the wet soup category;
and some geographic diversification. Our assessment of Campbell's
financial risk profile incorporates our view that the company will
maintain adequate liquidity and key credit measures that we expect
to remain consistent with those of an intermediate financial risk
profile, including leverage in the 2x to 3x area and funds from
operations to total debt improving back to at least 30% during the
next few years," S&P said.

Ratings List

Campbell Soup Co.
Corporate credit rating                      BBB+/Stable/A-2

Rating assigned
Campbell Soup Co.
Proposed Senior Unsecured Debt Securities    'BBB+'


WORLD OF FITNESS: Case Summary & 17 Unsecured Creditors
-------------------------------------------------------
Debtor: World of Fitness, Inc.
        9652 S. Roberts Road
        Hickory Hills, IL 60457

Bankruptcy Case No.: 12-29401

Chapter 11 Petition Date: July 25, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Forrest L. Ingram, Esq.
                  FORREST L. INGRAM, P.C.
                  79 W. Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298
                  E-mail: fingram@fingramlaw.com

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

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

A copy of the Company's list of its 17 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-29401.pdf

The petition was signed by Ernest A. Wachs, president.


WPCS INTERNATIONAL: Sells Two Operation Centers for $5.5 Million
----------------------------------------------------------------
WPCS International Incorporated sold substantially all of the
assets and liabilities of two operation centers to Kavveri Telecom
for $5.5 million in cash of which $4.9 million was received at
closing with the remaining $600,000 to be placed in escrow pending
the completion of certain post closing matters.  WPCS sold the
assets and liabilities of the Hartford Operations in Connecticut
and the Lakewood Operations in New Jersey.  Both the Hartford and
Lakewood Operations provide wireless product integration services
which is different from the wireless services provided by the
other WPCS operation centers that focus on design-build
engineering services for communications infrastructure.

The proceeds will be used to extinguish bank debt and for future
working capital.  With the sale of the assets and liabilities of
the two operation centers, WPCS has updated its revenue and EBITDA
goals for fiscal year 2013, which ends on April 30, 2013, and is
providing guidance for the current fiscal year.  For the fiscal
year, WPCS is projecting approximately $60 million in revenue and
$1 million in EBITDA.  The financial performance will be generated
by the three domestic operation centers in Suisun City, Trenton
and Seattle as well as the international operations in Australia
and China.

"The last two fiscal years have been challenging due to economic
conditions and certain projects that experienced substantial cost
overruns.  Due to these issues, the company was unable to achieve
its EBITDA projections for fiscal year 2011 and 2012.  However,
the management team is working to strengthen the balance sheet and
income statement so that we can target positive revenue and EBITDA
results for this fiscal year," said Andrew Hidalgo, CEO of WPCS.
"With the sale of the assets and liabilities of these two
operation centers, it allows us to replace liquidity lost due to
the project overruns and gives us a core group of operation
centers that can take advantage of the communication
infrastructure opportunities in the healthcare, public services
and energy markets."

A copy of the Asset Purchase Agreement is available at:

                       http://is.gd/vghz4F

                     About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

The Company reported a net loss attributable to WPCS of $12.02
million for the nine months ended Jan. 31, 2012, compared with a
net loss attributable to WPCS of $9.80 million for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed
$37.69 million in total assets, $23.21 million in total
liabilities, and $14.48 million in total equity.


ZALE CORP: Signs Second Amendment to BOA Credit Facility
--------------------------------------------------------
Zale Corporation and certain of its subsidiaries, entered into a
Second Amended and Restated Credit Agreement with Bank of America,
N.A., as Administrative Agent, and the various other parties
thereto.  The New Bank Facility amends and extends Zale's
revolving credit facility that was scheduled to mature on
April 30, 2014.

The New Bank Facility provides for revolving borrowings of up to
$665 million (which includes a $15 million, first-in, last-out
facility) and matures on July 24, 2017.  The New Bank Facility
bears interest at LIBOR plus an applicable percentage based upon
Zale's average availability.  The FILO facility bears interest at
LIBOR plus an applicable percentage based on Zale's average
availability.

A copy of the New Bank Facility is available for free at:

                        http://is.gd/DrfSN8

In addition, on July 24, 2012, Zale (i) used proceeds of
borrowings under the New Bank Facility to prepay $60.5 million of
the $140.5 million outstanding principal amount under Zale's
senior secured term loan with Z Investment Holdings, LLC, an
affiliate of Golden Gate Capital, and (ii) entered into an Amended
and Restated Credit Agreement with Z Investment with respect to
the Term Loan.  Under the terms of the Amended Term Loan
Agreement, the maturity date of the remaining $80 million
outstanding principal amount under the Term Loan was extended from
May 10, 2015, to July 24, 2017.  In addition, the interest rate
was reduced from 15% per annum to 11% per annum.  Under the
Amended Term Loan Agreement, the Term Loan may be prepaid with a
make-whole call premium during the first year and a fixed call
premium thereafter, declining from 4% in the second year to 0% in
the fifth year.

A copy of the Amended Term Loan Agreement is available at:

                        http://is.gd/nVr68W

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

The Company reported a net loss of $7.56 million on $1.45 billion
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $79.66 million on $1.36 billion of revenue for the
same period during the prior year.

The Company's balance sheet at April 30, 2012, showed $1.22
billion in total assets, $1.01 billion in total liabilities and
$202.13 million in stockholders' investment.


ZALE CORP: Z Investment Discloses 25.6% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Z Investment Holdings, LLC, and its
affiliates disclosed that, as of July 24, 2012, they beneficially
own 11,064,684 shares of common stock of Zale Corporation
representing 25.6% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/UPdOdE

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

The Company reported a net loss of $7.56 million on $1.45 billion
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $79.66 million on $1.36 billion of revenue for the
same period during the prior year.

The Company's balance sheet at April 30, 2012, showed $1.22
billion in total assets, $1.01 billion in total liabilities and
$202.13 million in stockholders' investment.


* Moody's Says Some Local Gov'ts May Feel Plant Closure Strain
--------------------------------------------------------------
The credit impact on Moody's-rated communities with recent or
announced plant retirements should be limited, though some local
governments may experience negative pressures if prospective plant
closings go forward, says Moody's Investors Service in a new
report.

"A growing number of plants are expected to announce accelerated
retirements given the cost of compliance with new environmental
regulations and their inability to compete with low-cost natural
gas generation," said Moody's Analyst Andrea Stenhoff, author of
the report, "Local Governments Are Well Positioned to Manage Coal-
Fired Power Plant Retirements."

"Selected plants located within the jurisdictions of Moody's-rated
local governments that appear to be approaching closure, and have
high tax base concentration in the respective plants, would face
fiscal impact if the plants were to close," said
Ms. Stenhoff.

These include Dunkirk City School District, NY (GO rated A2),
Lansing Town, NY (Aa3), Lansing Central School District, NY (Aa3),
Barker Central School District, NY (A1/NEG), and Homer-Center
School District, PA (A3).

"The negative impact to local governments with sizeable plant
retirements can be mitigated by several factors, including delays
in fiscal impact, prior limited usage of retiring plants, and
intervention by regulators and politicians," said Ms. Stenhoff.
"For communities with sizeable plant retirements, strong planning
and budgeting practices to mitigate the impact of lost tax
revenues and jobs will help maintain credit quality."

Also, communities with power plants that continue to operate can
capture an even greater share of the market, according to Moody's.
These could include plants retrofitted to run on other energy
sources such as natural gas, or those whose coal-fired plants
undergo upgrades that allow them to attain regulatory compliance.


* Moody's Says Pace of Sovereign Defaults Remains Moderate
----------------------------------------------------------
Despite the stressful environment since the onset of the global
financial crisis, the pace of sovereign defaults has remained
moderate, says Moody's Investors Service in its eighth annual
sovereign bond default study.

The report, "Sovereign Default and Recovery Rates, 1983-2012H1,"
highlights that from the over 110 Moody's-rated sovereigns, Greece
was the only one to default since the start of 2011. Jamaica
defaulted in 2010, there were no rated sovereign defaults in 2009,
and Ecuador defaulted in late 2008. Since 1983, all defaulters
were among the 25% lowest-rated sovereign issuers.

The global financial crisis has, however, continued to put
pressure on sovereign creditworthiness, increasing the share of
sovereign issuers in the lower tier of investment grade, says the
Moody's study. Nevertheless, the share of issuers rated Aa and
above is still substantially larger for sovereign issuers than for
corporate issuers.

A comparison between sovereign and corporate default rates by the
rating agency shows that sovereign default rates have generally
been, on average, modestly lower than those for corporates overall
and by like rating symbol. However, the differences are not likely
significant as the overall size of the sovereign sample is small.
Further, over the 1983-2012H1 period of study, sovereign ratings
have exhibited greater stability than their corporate
counterparts.

The study presents an analysis of all sovereign defaults since
1983 and compares and contrasts sovereigns and corporates with
regard to default, migration, and recovery rates as well as
ratings accuracy measures.


* Canada Bankruptcies Rise 4.8% in May, Government Says
-------------------------------------------------------
Bankruptcies in Canada rose 4.8% in May from a month earlier, the
Office of the Superintendent of Bankruptcy said, according to
Bloomberg News.  Bankruptcies fell 1.7% in May from the previous
year to 7,112, the agency said in a statement on its Web site.


* Bankruptcy Vet Evan Hollander Joins Arnold & Porter
-----------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Arnold & Porter LLP
has lured a longtime White & Case LLP bankruptcy partner in New
York to bolster its offerings to debtors and financial institution
creditors, the firm announced Wednesday.

Evan Hollander started in Arnold & Porter's Manhattan office July
18 after an 18-year career at White & Case, calling the move "an
opportunity that I really couldn't pass up."


* Jones Day Adds Ex-Hunton & Williams Finance Partner B. Moorhead
-----------------------------------------------------------------
Jones Day has announced that Bruce W. Moorhead Jr. has joined as a
Banking & Finance Practice partner. Formerly a partner with Hunton
& Williams, he will be based primarily in the Atlanta Office, but
will spend a portion of his time in Jones Day's New York Office as
well.

Mr. Moorhead's practice focuses on the representation of financial
institutions in leveraged and asset based lending transactions and
in workouts and bankruptcies. He has extensive experience in all
areas of bank and non-bank financing, with particular focus on
leveraged lending and cross-border financing. Mr. Moorhead also
represents financial institutions and intermediaries as
administrative and collateral agents in connection with syndicated
loans, leveraged acquisition lending, cash flow lending, asset
based lending, and cross-border financing as well as resolution of
problem loans, debtor-in-possession financing, and exit financing
facilities.

"Bruce's work for lenders in the area of asset based finance and
leveraged finance, as well as his particular skills in important
areas like DIP facilities and cross-border financings, will make
him a very welcome addition to our global practice," said Brett
Barragate, co-leader of Jones Day's Banking & Finance Practice.

"While Bruce's work will be global, and will include significant
time in our New York Office, I'm very happy that he will be
working principally out of Atlanta," said Lizanne Thomas, Partner-
in-Charge of Jones Day's Atlanta Office. "This city has become a
true financial hub, and this office has amassed a remarkable
world-class banking practice with more than a dozen lawyers
serving clients in the Southeast and beyond."

Prior to joining Jones Day, Mr. Moorhead represented agents in a
$350 million Term B and revolving credit facility for the
leveraged acquisition of the largest private company in the
nuclear waste disposal industry; a $215 million credit facility
for a large integrated telecommunications company; a $160 million
facility for the acquisition and working capital financing for a
multistate drug store chain; a $130 million facility for the
refinancing of a multistate retail clothing chain and a $75
million multiple tranche DIP financing credit facility for a
retail jewelry chain; and a $60 million multiple tranche DIP
financing credit facility, providing bridge financing for the
orderly liquidation of a memory chip manufacturer.

A graduate of the University of Wisconsin (B.B.A. with distinction
1977) and Emory University (J.D. with distinction 1980) who has
been recognized by Chambers USA as a leading lawyer in the area of
Banking & Finance (2006-2011), Mr. Moorhead is admitted to the
bars of Georgia, New York, and the U.S. Bankruptcy Courts for the
Northern District of Georgia and the Southern District of New
York.


* Steptoe & Johnson's George R. Calhoun Moves to Fried Frank
------------------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP disclosed that George
R. Calhoun V has joined the Firm's litigation practice as special
counsel resident in the Washington, DC office.  Mr. Calhoun is a
noted commercial litigator specializing in complex commercial
disputes, insolvency and creditors' rights.  He joins Fried Frank
from Steptoe & Johnson LLP.

Mr. Calhoun's practice primarily focuses on the litigation of
complex disputes for clients in a broad array of disciplines,
including contracts, real estate, fraud and bankruptcy.  He has an
extensive background in dispute resolution, having appeared before
numerous state and federal courts on behalf of clients ranging
from large multinational corporations to individuals.  He also
regularly appears before bankruptcy courts on behalf of creditors
and other interested parties.

"We are pleased to welcome George to our litigation practice,"
said Fried Frank litigation partner Howard Stahl.  "The depth of
his experience in complex commercial disputes and insolvency
related litigation will be a tremendous asset to our clients
across practice areas."

"George's expertise will be a valuable complement to our
commercial litigation practice, which continues to flourish and
expand in the United States and internationally.  We welcome him
to the Firm," added Valerie Ford Jacob, Fried Frank's Chairperson.

Mr. Calhoun received his JD, with honors, from University of
Maryland School of Law (Order of the Coif) in 1997, and his BA
from Vanderbilt University in 1994.  He is admitted to practice in
the District of Columbia and Maryland.

Fried Frank's litigators represent clients across multiple
jurisdictions in a broad range of matters, including complex
contract, bankruptcy, financial services, insurance, real estate
and antitrust litigation.

Fried FrankFried, Frank, Harris, Shriver & Jacobson LLP is a
leading international law firm.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Aug. 2-4, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

November 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

October 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.


                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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