TCR_Public/120830.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, August 30, 2012, Vol. 16, No. 241


                            Headlines

ACCURIDE CORP: S&P Keeps 'B' Rating on $310MM Senior Secured Notes
AFA FOODS: MIddlebrook JV's $2.21MM Is Opening Bid for Assets
AMERICAN AIRLINES: In Talks for Equity Financing From Hedge Funds
AMERICAN HOME: Bankruptcy Court Won't Handle Triad Lawsuit
ASHAPURA MINECHEM: On Cusp of Ejection From Chapter 15

ASPECT SOFTWARE: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg
AXION INTERNATIONAL: Sells $5MM Convertible Notes to MLTM, et al.
B & T OLSON: Has Plan to Pay Creditors in Installments
BAKERS FOOTWEAR: To Shut 77 Stores as Part of Restructuring
BLACKWATER ENTERPRISES: Case Summary & Largest Unsecured Creditor

BROADVIEW NETWORKS: Taps, Evercore, KCC and Willkie Farr
CALIFORNIA PIZZA: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
CAPITOL BANCORP: Prepackaged Plan Hearing on Sept. 18
CAPMARK FINANCIAL: Suit Against Dawson Lin Survives Dismissal Bid
CENTRAL FEDERAL: Five New Members Appointed to Board

CHARLIE MCGLAMRY: To Give Up Parkway Property to Synovus Bank
CHENIERE ENERGY: S&P Assigns 'B+' Corporate Credit Rating
CITY NATIONAL: Louis Prezeau Resigns from Board of Directors
CLIFFS CLUB: Community Exits Ch. 11 Under Silver Sun Ownership
COLONIAL BANCGROUP: FDIC Protests Hedge Funds' Financing

COMMERCETEL CORP: Officially Known as "Mobivity Holdings Corp."
CORNERSTONE BANCSHARES: FDIC Terminates Consent Order with Bank
DAFFY'S INC: Wins Final OK for $10 Million DIP Loan
DELTEK INC: S&P Puts 'BB-' CCR on Watch Neg After Announced LBO
DUNMORE HOMES: Judge Sanctions Owner in $20MM Travelers Bond Row

ENERGY CONVERSION: Liquidation Plan Effective Date Delayed
FIRST INDUSTRIAL: S&P Ups CCR to 'BB-' on Improving Debt Coverage
FOREST OIL: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
FULLER BRUSH: Names Victory Park Lead Bidder in Upcoming Auction
GEOPETRO RESOURCES: NYSE MKT Accepts Plan to Regain Compliance

GENELINK INC: Enters Into Separation Agreement with Former CFO
GETTY PETROLEUM: Wins Confirmation of Liquidating Plan
GOODMAN GROUP: Moody's Issues Summary Credit Opinion
HARRISBURG, PA: Commonwealth Court Judge Okays 1% Income Tax Hike
HARRISBURG, PA: Receiver May Skip Bond Payment Due Sept. 15

HAYDEL PROPERTIES: Must File Plan by Sept. 5 or Face Conversion
HMC/CAH CONSOLIDATED: Creditors Say Plan Patently Unconfirmable
HOLSTED MARKETING: Files for Chapter 11; Business as Usual
HORIZON LINES: Adopts Shareholder Rights Plan to Protect NOLs
HOSTESS BRANDS: Silver Point Loan Maturity Extended to Nov. 30

HOSTESS BRANDS: Judge Urges Union Members to Ratify Labor Deal
HOWREY LLP: Trustee Wants to Question Ex-CFO on Firm's Demise
KYLE STEVEN MILLER: Court Revises Plan Discharge Provision
LEXI DEVELOPMENT: Lender Consents to Cash Use Until November
LIBERTY BRANDS: Avoidance Suit Survives Motion to Dismiss

LUMBER PRODUCTS: Trustee Hiring Campbell to Sell Eugene Property
LUMBER PRODUCTS: Macadam Forbes Tapped to Sell Tualatin Property
LUMBER PRODUCTS: Trustee Hiring Maestas to Sell Albuquerque Asset
IMPACT SERVICES: Babcock Services Buys Equipment
M&T BANK: Fitch Affirms 'BB+' Rating on Preferred Stock

MADISON MANOR: Case Summary & 7 Largest Unsecured Creditors
MAMMOTH LAKES: Plan Confirmation Hearing Scheduled for Dec. 10
MAMMOTH LAKES: Settlement May Inspire More Ch. 9 Mediation
MARITIMES & NORTHEAST: Moody's Cuts Sr. Unsecured Rating to 'Ba1'
MARY HAD: Case Summary & 20 Largest Unsecured Creditors

MDU COMMUNICATIONS: Whetstone Capital Discloses 5.1% Equity Stake
MF GLOBAL: Holdings Trustee Seeks Settlement Talks
MOUNTAIN PROVINCE: Gahcho Kue Enviro. Impact Review in Final Steps
MSR RESORT: Wins Conditional OK to Nix Hilton Deals for $124-MM
MUSCLEPHARM CORP: Inks Indemnification Agreements with D&Os

NEW YORK TIMES: Moody's Changes Ratings Outlook to Stable
NORTEL NETWORKS: Alvarez & Marsal May Hire Subcontractors
NP GAS: Chapter 11 Case Summary & 3 Unsecured Creditors
OCEAN DRIVE: Cavalier Hotel Miami Files for Chapter 11
OWENS-ILLINOIS INC: Fitch Withdraws Ratings on All Loan Classes

PATRIOT COAL: Debtor, Committee Want Case to Remain in New York
PATRIOT COAL: Shareholders Want Equity Committee Appointed
PMI GROUP: Authorized to Expand Scope of Ernst & Young Employment
POYNT CORPORATION: Creditor Protection Expires Aug. 30
PRATT, WV: In the Brink of Receivership on Poor Management

RAHWAY HOSPITAL: S&P Revises Outlook on 'BB' Rating for 1998 Bonds
RAVENWOOD HEALTHCARE: Has Access to Cash Collateral Until December
RAVENWOOD HEALTHCARE: Proposes to Borrow $1-Mil. From Naples
RESIDENTIAL CAPITAL: SEC Probes Possible Mortgage Fraud
REX VENTURE: Zeek Investors to Get Some of Their Money Back

RONDAXE PROPERTIES: Case Summary & 2 Unsecured Creditors
ROTECH HEALTHCARE: Moody's Cuts Corp. Family Rating to 'Caa3'
ROTHSTEIN ROSENFELDT: Banyon Trustee Sues Insurers
SABINE PASS: S&P Gives 'BB+' Rating on $3.6 Billion Term Loan
SANITARY AND IMPROVEMENT: Files Chapter 9 Petition in Omaha

SDA-JSI LLC: Case Summary & 5 Unsecured Creditors
SHEARER'S FOODS: Moody's Says Ratings Under Review for Downgrade
SISU, PROPERTIES: Case Summary & Unsecured Creditor
SOLYNDRA LLC: DOE Seeks More Disclosure on Solyndra Tax Breaks
SOLYNDRA LLC: IRS Says Plan Preserves Tax Losses for Equity

SOUTHFIELD OFFICE: Files for Chapter 11 in Delaware
SPECIALTY PRODUCTS: Asbestos Claimants' Plan Has $1.3BB Threshold
ST. JOSEPH'S HOSPITAL: Moody's Rates Fixed Rate Bonds 'Ba1'
ST. JOSEPH'S HOSPITAL: S&P Rates $143.7MM Revenue Bonds 'BB+'
STRONG STEEL: Voluntary Chapter 11 Case Summary

SUMMIT METALS: Suit Against Committee Lawyers Dismissed
SYMS CORP: Filene's Basement Files Second Amended Co. 11 Plan
TERRESTAR CORP: Pays Elektrobit $13.5-Mil. to Settle Claim
TITANIUM GROUP: Incurs $25,650 Net Loss in Second Quarter
TOPS HOLDING: Reports $9.5 Million Net Income in July 14 Quarter

TOUSA INC: Sells $43.5 Million in Judgments for $300,000
TPC CONTROLS: Case Summary & 13 Unsecured Creditors
UNITED STATES OIL: D. Lindemann & M. Taylor Resign from Board
UNIVERSITY GENERAL: Acquires Robert Horry Clinic in Houston
US GASUP: Case Summary & 4 Unsecured Creditors

VERTICAL COMPUTER: Freddy Holder Quits as Chief Financial Officer
VEY FINANCE: Bank's Plan Set for Oct. 9 Confirmation
VITRO SAB: Sustains Another Defeat, This Time in Dallas
WOONSOCKET, RI: Moody's Confirms 'B2' Gen. Obligation Rating

* Moody's Says Macroeconomic Factors Dampen Insurer Life Growth

* NJ Laws Apply in Claims Against Insurers in Liquidation
* Refusing to Return Car Justifies $69,000 in 'Punies'

* Lehman, MF Global Lead the Pack in Claims Trading

* Chadbourne & Parke Names Frix as Managing Partner of D.C. Office

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

ACCURIDE CORP: S&P Keeps 'B' Rating on $310MM Senior Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Evansville, Ind.-based Accuride Corp.'s $310 million senior
secured notes to '4' from '3' because of a higher asset-based
lending (ABL) commitment and increased capital leases. The issue-
level rating on the notes remains unchanged at 'B'. "The '4'
recovery rating indicates our expectation that lenders would
receive average (30% to 50%) recovery in the event of a payment
default," S&P said.

"The 'B' corporate credit rating and stable outlook on commercial-
vehicle component supplier Accuride reflect its significant
leverage and substantial exposure to the highly cyclical
commercial-vehicle markets," S&P said.

RATINGS LIST

Accuride Corp.
Corporate Credit Rating       B/Stable/--

Recovery Rating Revised
                               To          From
Accuride Corp.
Senior Secured                B           B
  Recovery Rating              4           3


AFA FOODS: MIddlebrook JV's $2.21MM Is Opening Bid for Assets
-------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that a joint
venture formed by Middlebrook Acquisition Partners LLC, New Mill
Capital LLC, LiquiTec Industries Inc. and M. Davis Group LLC is
seeking to buy AFA Foods Inc.'s New York assets for $2.21 million,
subject to higher offers.

                          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%
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.

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.

The Chapter 11 case is being financed with a loan of about $60
million provided by existing lenders General Electric Capital
Corp. and Bank of America Corp.  Prepetition liabilities included
$11.5 million on a term loan and $47.9 million on a revolving
credit owed to first-lien lenders GECC and Bank of America.

Sales of the assets generated enough to cover the first lien, AFA
said.  An affiliate of Yucaipa Cos. has a $75.6 million second
lien.  There was $60 million owing to trade suppliers, according
to court filing.


AMERICAN AIRLINES: In Talks for Equity Financing From Hedge Funds
-----------------------------------------------------------------
Dow Jones Newswires' Joseph Checkler and The Wall Street Journal's
Matt Wirz report that AMR Corp. is in talks with a group of hedge
funds interested in providing equity financing that would help the
American Airlines parent emerge from bankruptcy protection.
According to the report, three people involved the group of
distressed-debt funds holds more than $600 million in AMR bonds
and is discussing a rights-offering backstop with the company that
could help it exit bankruptcy on a stand-alone basis.

According to the report, two of the people said the equity
financing currently under consideration is between $1 billion and
$2 billion.  They said committed funding from bondholders for a
stand-alone exit would give AMR stronger footing as it negotiates
a potential merger with US Airways Group Inc.

The report notes AMR on Wednesday sought Bankruptcy Court
permission to pay the legal and professional fees for
representatives of the group, which includes several hedge funds
as well as an affiliate of J.P. Morgan Chase & Co.  Aside from
paying hourly fees to Milbank, Tweed, Hadley & McCloy LLP, the law
firm representing the creditors, AMR will also ask a judge if it
can pay $150,000 per month to the creditor group's financial
adviser, Houlihan Lokey Howard & Zukin.  The investor group
includes hedge-fund managers Carlson Capital LP, Claren Road Asset
Management LLC, Pentwater Capital Management LP and Litespeed
Management LLC, as well as J.P. Morgan Securities LLC.

A hearing on whether AMR can pay the fees was set for Sept. 20.

"The negotiations with the Group are an integral part of
American's efforts to move forward to achieve the objectives of
Chapter 11," AMR said in its filing, according to the report.

The report says the filing includes a letter to AMR from the
creditors, who say they have been informed by the company that it
is seeking financing and exploring a merger. In the letter, the
creditors say they are not making a commitment to provide
financing.

"It is not at all unusual for large debtholders to express an
interest in participating in the formulation of a plan of
reorganization and to potentially provide equity or other
financing as part of a plan," AMR spokesman Sean Collins said,
according to the report. "These debtholders have a direct interest
in ensuring that AMR emerges as a healthy company. It also is not
uncommon for the debtor to pay fees related to this effort."


AMERICAN HOME: Bankruptcy Court Won't Handle Triad Lawsuit
----------------------------------------------------------
Bankruptcy Judge Christopher Sontchi dismissed a post-confirmation
amended complaint filed by Triad Guaranty Insurance Co., a non-
debtor affiliate of American Home Mortgage Holdings Inc.  Through
the Amended Complaint, and based upon non-bankruptcy law, Triad
seeks to rescind insurance obligations against a defensive class
that consists of all current "owners" of Triad-insured loans.  The
Court, however, held Triad has failed to provide sufficient reason
to conclude that Triad's action is integral to the restructuring
process.  More specifically, Triad has failed to meet its burden
to demonstrate a sufficient connection -- a "close nexus" --
between Triad's post-confirmation rescission action and the
Debtors' Plan or Proceeding.  In addition, Triad's action arises
solely under state law, independent of the bankruptcy petition.
The class action does not "arise in" the bankruptcy or "arise
under" the Bankruptcy Code.  On the face of the Amended Complaint,
the Court said it does not have jurisdiction over Triad's dispute
with the putative defensive class.

Before filing for bankruptcy protection, AHM was involved in the
origination of mortgage loans.  Triad, a private mortgage insurer
and plaintiff in this action, offered mortgage default insurance
on many loans originated by AHM.

The case is TRIAD GUARANTY INSURANCE, Plaintiff, v. AMERICAN HOME
MORTGAGE INVESTMENT CORP,: AMERICAN CORP., AHM SV, INC. (f/k/a
AMERICAN HOME SERVICING, INC.); COUNTRYWIDE BANK, FSB, f/k/a
COUNTRYWIDE BANK, N.A. n/k/a BANK OF AMERICA, N.A.; COUNTRYWIDE
HOME LOANS, INC.; COUNTRYWIDE HOME LOANS SERVICING LP n/k/a BAC
HOME LOANS SERVICING LP; FEDERAL HOME LOAN MORTGAGE CORPORATION;
and CERTAIN SECURITIZATION TRUSTS IDENTIFIED IN EXHIBITS D AND E
FOR THEMSELVES AND AS A REPRESENTATIVE OF A CLASS CONSISTING OF
ALL OTHERS SIMILARLY SITUATED AS OWNERS OF MORTGAGE LOAN INSURANCE
ISSUED BY TRIAD GUARANTY CORP. TO AMERICAN HOME MORTGAGE,
Defendants, Adv. Proc. Case No. 09-52193 (Bankr. D. Del.).

A copy of the Court's Aug. 27, 2012 Opinion is available at
http://is.gd/UYR53Ifrom Leagle.com.

                        About American Home

Defunct subprime mortgage lender American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- based in
Melville, New York, and seven affiliates filed for Chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
counsel.  The Creditors Committee also retained Hennigan, Bennett
& Dorman LLP, as special conflicts counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000 and total liabilities of $19,330,191,000.

AHM filed a de-consolidated plan of liquidation on Aug. 15, 2008.
The plan was confirmed in February 2009.  The plan was implemented
in November 2010.


ASHAPURA MINECHEM: On Cusp of Ejection From Chapter 15
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ashapura Minechem Ltd. may be ejected from Chapter 15
protection by early October, even though the Mumbai-based mining
company's right to be in U.S. bankruptcy was upheld in June by a
U.S. district judge in Manhattan.

According to the report, in November, U.S. Bankruptcy Judge James
M. Peck ruled that Ashapura qualified for Chapter 15 protection,
even though the company committed "a strategic error of colossal
portions" by allowing judgments for more than $100 million to be
entered unopposed in London arbitrations.  In June, U.S. District
Judge Shira A. Scheindlin found that Judge Peck was correct in
giving the company protection in the U.S.

The report relates that Judge Peck said he allowed the company to
have protection in the U.S. even though the Chapter 15 filing in
October was the "latest example" of "coordinated efforts" by the
company and its managing directors indicating that they "are not
acting in good faith."

The report notes that in early August, the judgment creditors
filed a new set of papers seeking dismissal of the Chapter 15
petition, saying circumstances have changed and the company isn't
operating in good faith.  This week, Judge Peck gave the company
45 days to straighten up and fly right.  First, Judge Peck said he
will dismiss the Chapter 15 case if the claims of the two
creditors aren't recognized so they can participate in the
bankruptcy in India.

The Bloomberg report disclosed that Judge Peck is also requiring
the company to post a bond in 45 days equal to 10% of each
creditor's judgment.  Armada (Singapore) PTE Ltd. has a $70.2
million judgment.  The judgment of Eitzen Bulk A/S is $36.6
million.

The appeal was Armada (Singapore) Pte Ltd. v. Shah (In re Ashapura
Minechem Ltd.), 12-257, U.S. District Court, Southern District of
New York (Manhattan).

                          About Ashapura

Ashapura Minechem Ltd. is an industrial company incorporated
under the provisions of the Companies Act 1956, having its
registered office in Mumbai, India.  It is listed with the Bombay
Stock Exchange and National Stock Exchange of India, Ltd.  It is
engaged in the business of mining, processing and trading
minerals and ores, namely: Bentonite, a versatile clay having
applications in foundries, iron ore pellatization, oil well
drilling and civil engineering; Bauxite, the principal ore used
for manufacturing alumina which is in turn used to produce
Aluminum metal; Barytes, a clay with high specific gravity and is
mainly used in oil well drilling; Iron ore, the principal ore for
manufacturing steel.

Ashapura is also engaged in the manufacturing of value added
Bentonite for advanced applications for usage in paper, cosmetic
and edible oil industries.  The company also offers to arrange
for logistical support for transportation and shipping of
minerals which it sells to its customers.

Chetan Shah, as foreign representative of Ashapura, filed a
petition for protection under Chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 11-14668) on Oct. 4, 2011.
Attorney for the foreign representative is Ira A. Reid, Esq., at
Baker & McKenzie LLP.  The Chapter 15 petition estimated the
Debtor's assets and debts to be between $100 million and
$500 million.  It owes $70.1 million to secured lenders.
Unsecured claims, not including the arbitration awards, total
$29 million.


ASPECT SOFTWARE: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chelmsford, Mass.-based Aspect Software Inc. to 'B-'
from 'B'. The outlook is negative, reflecting weak near-term
earning prospects and limited covenant headroom at current debt
levels.

"At the same time, we lowered our issue-level rating on Aspect's
first-lien credit facility to 'B' from 'B+' and our issue-level
rating on its senior second-lien notes to 'CCC+' from 'B-'. The
recovery ratings on the debt remain unchanged," S&P said.

"The ratings reflect the company's recent revenue decline and
diminished profitability, as well as tightening covenant cushion,"
said Standard & Poor's credit analyst Katarzyna Nolan. "We view
Aspect's business risk profile as 'weak,' reflecting the company's
modest overall market position and vulnerability to competition
from larger and more diversified companies. Aspect's 'highly
leveraged' financial risk profile incorporates our expectation
that declines in revenue and EBITDA will lead to leverage of
approximately 7x at fiscal year-end. These factors are partially
offset by the company's recurring revenue base, ample cash
balances and positive year-to-date free operating cash flow."

"The negative outlook reflects our expectation of a decline in
revenues and EBITDA over the near term and limited covenant
headroom. We could lower the rating if a continuing decline in
Aspect's revenues and EBITDA result in materially diminished
liquidity or failure to comply with covenants. We could revise the
outlook to stable if the company demonstrates revenue
stabilization, and restores adequate covenant headroom," S&P said.


AXION INTERNATIONAL: Sells $5MM Convertible Notes to MLTM, et al.
-----------------------------------------------------------------
On Aug. 24, 2012, Axion International Holdings, Inc., entered into
a Note Purchase Agreement with MLTM Lending, LLC, Samuel Rose,
Allen Kronstadt and the other investors.  Pursuant to the terms of
the Purchase Agreement, the Company issued and sold to the
Investors an aggregate principal amount of $5,128,519 of the
Company's 8.0% convertible promissory notes which are initially
convertible into shares of the Company's common stock, no par
value, at a conversion price equal to $0.40 per share of Common
Stock, subject to adjustment as provided on the terms of the
Notes, and associated warrants to purchase, in the aggregate,
12,821,302 shares of Common Stock, subject to adjustment as
provided on the terms of the Warrants.  In consideration for the
issuance of the Notes and the Warrants, the Investors converted
the aggregate principal amount outstanding, together with all
accrued and unpaid interest, under the Company's demand promissory
notes which were issued by the Company to the Investors pursuant
to the Memorandum of Understanding dated April 25, 2012, among the
Company, Melvin Lenkin, an affiliate of MLTM, Rose and Kronstadt.

The Notes and the Warrants were offered and sold to the Investors
in a private placement transaction made in reliance upon
exemptions from registration pursuant to Section 4(2) under the
Securities Act of 1933, as amended, and Rule 506 of Regulation D
promulgated thereunder.  The Investors are accredited investors as
defined in Rule 501 of Regulation D promulgated under the
Securities Act.

Under the terms of the Purchase Agreement, the Investors agreed to
purchase up to an aggregate principal amount of $5,000,000 of
additional Notes at one or more subsequent closings subject to the
satisfaction of certain conditions to such closings.  The Purchase
Agreement provides that the board of directors of the Company will
create two new directorships following the initial closing on
Aug. 24, 2012, and that the Investors will have the right to
designate two nominees to be appointed by the Board to fill such
directorships, and if the Investors purchase an aggregate
principal amount of $5,000,000 of additional Notes, the Board will
create one new directorship and the Investors will have the right
to designate one nominee to be appointed by the Board to fill such
newly created directorship.  The Investors agreed that the three
newly created directorships will be reduced to two, and one of the
Investor's designees will resign from the Board, upon the
occurrence of a Listing Event.

The Notes, including all outstanding principal and accrued and
unpaid interest, are due and payable on the earlier of Aug. 24,
2017, or upon the occurrence of an Event of Default.  The Company
may prepay the Notes, in whole or in part, upon 60 calendar days
prior written notice to the holders thereof.  Interest accrues on
the Notes at a rate of 8.0% per annum, payable during the first
three years that the Notes are outstanding in shares of Common
Stock, valued at the weighted average price of a share of Common
Stock for the twenty consecutive trading days prior to the
interest payment date, pursuant to the terms of the Notes.  During
the fourth and fifth years that the Notes are outstanding,
interest that accrues under the Notes shall be payable in cash.

Immediately prior to this financing, the Investors held
approximately 4,450,000 shares of Common Stock, inclusive of
approximately 2,750,000 shares of Common Stock issuable upon
conversion of the Company's 10% convertible preferred stock.

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

                       http://is.gd/oQtgOn

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.

B & T OLSON: Has Plan to Pay Creditors in Installments
------------------------------------------------------
B & T Olson Family LLC filed early this month a proposed Chapter
11 plan of reorganization.  According to the disclosure statement,
under the Plan:

     * The $12.21 million secured claim of Opus Bank, as successor
to Cascade Bank, will be reduced to $7.58 million.  TON the
effective date, the remaining balance of the claim will be
amortized for paying in 102 equal monthly installments of
principal and interest based upon a 30-year amortization, with
interest accruing on the unpaid principal balance at the rate of
4.0% per annum.  The bank will retain its security interests in
certain assets of the Debtor.

     * Union Bank's secured claim of $1.1172 will be amortized for
payment based upon a seven-year amortization, with all amount due
and payable in December 2017.  Interest will accrue at a fixed
rate of 5% per annum.

     * KeyBank, holder of a secured claim of $2.20 million, will
receive property of the Debtor identified as the Camano Buildings
D, E & F in full satisfaction of the claim.

     * Unsecured claims -- totaling $2.159 million in the
schedules -- will be paid in full in two payments, which will be
due on the 10th day of the 12th and 18th full month following the
effective date.  Interest will accrue on the unpaid balance of
each allowed claim following the Effective Date the Federal
Judgment Rate.

     * Holders of equity interests in the Debtor will retain their
interests following confirmation.

The secured creditors, the unsecured creditors, and interest
holders are impaired under the Plan and thus are entitled to vote.

In its liquidation analysis, the Debtor says no creditor (other
than Union Bank) would receive as much in a Chapter 7 liquidation
as it would under the Plan.  It notes that in a liquidation
scenario, the Chapter 7 trustee would be unlikely to hold and
operate the Debtor's properties indefinitely, so as to permit
their sale for a market price.

B & T Olson has access to cash collateral of Key Bank until
Aug. 31, 2012, pursuant to a second interim order entered by the
bankruptcy judge in June.

A copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/BT_Plan_Outline_080212.pdf

                      About B&T Olson Family

Based in Snohomish, Washington, B&T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B&T Olson disclosed
$18.3 million in assets and $17.5 million in assets in its
schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
serve as the Debtor's counsel.

Opus Bank is represented by Brian C. Free, Esq., and Amit D.
Ranade, Esq., at Hillis Clark Martin & Peterson P.S.


BAKERS FOOTWEAR: To Shut 77 Stores as Part of Restructuring
-----------------------------------------------------------
Bakers Footwear Group, Inc. disclosed a broad series of actions
designed to restructure its business for improved results,
liquidity and long-term growth.

The plan will streamline the Company's operations to focus solely
on its Bakers brand through actions taken to optimize its store
base and realign its design and merchandising operations.

Proceeds generated from the exit of stores and reduction of costs
will be used to reduce debt.

The plan includes a reduction of between 72 to 77 stores, which
will be fully in place by year-end fiscal 2012 through the second
quarter of 2013.  The smaller store base is expected to result in:

-- Fiscal 2013 net sales of approximately $140 million with e-
   commerce sales representing 15% to 20% of this total;

-- 141 to 146 Bakers stores, a decline from 218 today; and

-- Significantly improved operating results, with potential
   profitability on an annual basis from the smaller store base

Peter Edison, Chairman and Chief Executive Officer of Bakers
Footwear Group commented, "We are pleased to announce this
restructuring to refocus Bakers as a premier destination for
moderate priced fashion forward footwear and accelerate our path
to profitability and growth.  We expect to generate significant
short term cash and savings over the next 12 months which will
enable us to reduce outstanding debt and improve cash flow.

Upon completion of this plan we will operate a more productive
chain of approximately 145 stores with a team that is passionate
and focused on our Bakers brand and possess increased financial
flexibility to execute our business plan."

A copy of the Form 8-K filed with the Securities and Exchange
Commission is available for free at:

                        http://is.gd/jT91ci

Elements of the plan include:

-- Selling leases and other assets for up to 52 store locations to
   Aldo U.S., Inc. for $6.4 million, subject to landlord consents.
This transaction is expected to close in three phases from January
2013 through June 2013.

-- Closing 20-25 underperforming stores in fall 2012 in connection
with natural lease expirations, agreements with landlords, or
otherwise.

-- Liquidating inventory in connection with the Aldo transaction
and other planned store closings is expected to raise
approximately $6 million to $8 million.  These funds are in
addition to the cash generated by the Aldo lease sales.  The
Company will use these proceeds to pay down its bank debt and
trade creditors.

-- Generating up to $7 million in annual expense reductions once
fully implemented through the reduction of the Company's workforce
and other selling, general and administrative expenses to reflect
its smaller more focused enterprise.

-- Terminating its license for H by Halston, effective Dec. 31,
2012, to reflect a smaller store base and allow the Company to
focus on building its Bakers brand.

-- Restoring its Flagship Bakers brand as a leader in moderate
price footwear with new leadership in buying and merchandising.

The buying and merchandising departments will report directly to
Chairman and CEO Peter Edison.

The Company expects to incur accounting charges throughout the
plan, which have not yet been quantified, beginning in the second
quarter of fiscal 2012.

The Company also announced that it is continuing to work with
Crystal Financial, its senior lender on its revolving credit
facility.  Crystal consented to the Aldo transaction.  In
addition, although the Company is in default on its credit line,
primarily relating to over-advances in excess of the contractual
limit generally between $1 million and $1.5 million, Crystal has
continued to fund the Company and has not taken collection action
against it.  The Company is in negotiations to secure a
forbearance agreement with Crystal and, ultimately, an amendment
and waiver agreement to return it to compliance.

On July 23, 2012, the Company's ticker symbol "BKRS" was moved
from the OTC Bulletin Board to be quoted on the OTCQB, the OTC
Markets Group's quotation platform.

                           Executives Out


As part of the restructuring, Joseph R. VanderPluym, the Company's
Executive Vice President and Chief Operations Officer; Stanley K.
Tusman, the Company's Executive Vice President and Chief Planning
Officer; and Mark D. Ianni, the Company's Executive Vice President
and Chief Merchandising Officer, were relieved of their duties,
with any future assignments or further arrangements to be
determined.

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $10.95 million for the
year ended Jan. 28, 2012, a net loss of $9.29 million for the year
ended Jan. 29, 2011, and a net loss of $9.08 million for the year
ended Jan. 30, 2010.

After auditing the Company's financial results for fiscal 2012,
Ernst & Young LLP, in St. Louis, Missouri, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.

The Company reported a net loss of $10.95 million on
$185.09 million of net sales for the 52 weeks ended Jan. 28, 2012,
compared with a net loss of $9.29 million on $185.62 million of
net sales for the 52 weeks ended Jan. 29, 2011.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

                         Bankruptcy Warning

The Company said in the Form 10-K for the year ended Jan. 28,
2012, that if it does not achieve its updated business plan and
its margin improvement and cost reduction plan, or if the Company
were to incur significant unplanned cash outlays, it would become
necessary for the Company to quickly seek additional sources of
liquidity, or to find additional cost cutting measures.  Any
future financing would be subject to the Company's financial
results, market conditions and the consent of the Company's
lenders.  The Company may not be able to obtain additional
financing or it may only be able to obtain such financing on terms
that are substantially dilutive to the Company's current
shareholders and that may further restrict the Company's business
activities.  If the Company cannot obtain needed financing, its
operations may be materially negatively impacted and the Company
may be forced into bankruptcy or to cease operations.


BLACKWATER ENTERPRISES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Blackwater Enterprises, Inc.
        3475 Olympia Road
        Davidsonville, MD 21035

Bankruptcy Case No.: 12-25471

Chapter 11 Petition Date: August 23, 2012

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

Debtor's Counsel: Geri Lyons Chase, Esq.
                  LAW OFFICE OF GERI LYONS CHASE
                  2007 Tidewater Colony Drive, Suite 2A
                  Annapolis, MD 21401
                  Tel: (410) 573-9004
                  Fax: (410) 266-8269
                  E-mail: gerichase@verizon.net

Scheduled Assets: $2,900,000

Scheduled Liabilities: $719,290

The petition was signed by Rainer T. Rose, president.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Comptroller of Maryland            Annual Fees for          $1,800
Room 409, 301 West Preston Street  corporation
Baltimore, MD 21201

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Rainer T. Rose                        11-29470            09/28/11


BROADVIEW NETWORKS: Taps, Evercore, KCC and Willkie Farr
--------------------------------------------------------
BankruptcyData.com reports that Broadview Networks Holdings filed
with the U.S. Bankruptcy Court motions to retain:

   -- Evercore Group (Contact: Daniel B. Mendelow) as investment
      banker and financial advisor for a monthly fee of $150,000
      and a $3.2 million restructuring fee;

   -- Kurtzman Carson Consultants (Contact: Albert Kass) as claims
      and notice and administrative agent; and

   -- Willkie Farr & Gallagher (Contact: Rachel C. Strickland) as
      counsel at these hourly ranges: attorney at $400 to $1,090
      and paralegal at $120 to $310.

                      About Broadview Networks

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

Broadview Networks and 27 affiliates on Aug. 22 sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-13579) with a plan
that will eliminate half of the debt under the Company's existing
senior secured notes and lower interest expense by roughly
$17 million annually.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.
Bingham McCutchen LLP is the special regulatory counsel.  Kurtzman
Carson Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.


CALIFORNIA PIZZA: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Los
Angeles-based California Pizza Kitchen Inc. (CPK) to negative from
stable. "At the same time, we affirmed all of our ratings on the
company, including our 'B' corporate credit rating," S&P said.

'The outlook revision reflects the latest two quarters of
performance, when de-leveraging was below our expectations, and
our view that sales are likely to decline over the near term due
to continued negative comparable-store sales and expected
commodity cost inflation," explained Standard & Poor's credit
analyst Diya Iyer. "It also incorporates our view that credit
metrics and covenant cushions will remain weak relative to the
rating category over the coming year."

"The speculative-grade rating on CPK reflects its 'highly
leveraged' financial risk profile as a result of the Golden Gate
Capital LBO. It also incorporates our 'vulnerable' assessment of
the company's business risk profile, reflecting its participation
in the highly competitive casual dining segment of the restaurant
industry, limited format diversity, exposure to volatile commodity
costs, and geographic concentration in California, where more than
30% of the company's units are located," S&P said.

"Our negative rating outlook on CPK reflects our base-case
forecast that the company's operating performance and credit
measures will worsen slightly over the near term. We could lower
the rating if poor execution of CPK's strategic initiatives,
greater-than-expected commodity cost pressure, and intensified
competition result in 50 basis points (bps) of gross margin
deterioration or an annual sales decline in the mid-single-digit
percent range for fiscal 2012. This would result in flat EBITDA,
with leverage remaining close to 7x and coverage remaining below
2x. A lower rating could also result from a tightening of the
leverage covenant cushion to below 10%," S&P said.

"We could revise the outlook to stable if CPK demonstrates a
consistent commitment to de-leveraging, successfully driving
sustainable positive sales in the low-single-digit percent range
or improving gross margin about 50 bps. This would result in
EBITDA growing in the mid-double-digit percent, pushing leverage
down to the mid-5x range and coverage to the mid-2x range. It
would also result in the covenant cushion remaining above 15% for
the remainder of fiscal 2012," S&P said.


CAPITOL BANCORP: Prepackaged Plan Hearing on Sept. 18
-----------------------------------------------------
Bankruptcy Judge Walter Shapero will convene a hearing Sept. 18,
2012, at 10:30 a.m. to consider confirmation of Capitol Bancorp's
prepackaged Chapter 11 plan of reorganization.  The judge will
also consider approval of the explanatory disclosure statement at
the hearing.

As reported in the Aug. 10, 2012 edition of the TCR, Capitol
Bancorp before filing for bankruptcy solicited votes from all debt
and equity holders for a prepackaged Chapter 11 plan of
reorganization.  Votes on the prepack plan were solicited
simultaneously with an out-of-court exchange offer, which failed
to obtain the requisite support.

The Prepack Plan contemplates the conversion of all current trust
preferred security holders, unsecured senior note holders, current
preferred equity shareholders and current common equity
shareholders into new classes of common stock which will retain
53% of the voting control and value of the restructured company.

Capitol said it has been actively seeking to identify external
capital sources sufficient to restore all affiliate institutions
to "well-capitalized" status in exchange for 47% of the
restructured company.  The Plan contemplates an equity infusion of
at least $70 million and up to $115 million, pursuant to a
separate equity commitment agreement to be entered into with
third-party investors.

Capitol said holders of senior notes, trust preferred securities,
Series A preferred and common stock overwhelmingly voted to accept
the Prepack Plan.

According to the Disclosure Statement, under the Plan, general
unsecured creditors are unimpaired under the Plan.  They are
deemed to have accepted the Plan.

With respect to other claimants and interest-holders, the
estimated recoveries under the Prepackaged Plan are:

  Creditor/               Equity
  Interest Holder         Instrument      Value    Recovery
  ---------------         ----------      -----    --------
  Senior Notes            Class A Common    $7MM     $100%
  ($7 million)            Class B Common

  Trust Pref. Securities  HoldCaps         $50MM       33%
  ($151.3 million)        Redeemable

  Series A Pref. Stock    Class A Common    $1MM       20%
  ($5 million)            Class B Common

  Common Stock            Class A Common   $15MM       N/A
                          Class B Common

   * Holders of the approximately $7 million outstanding in Senior
     Notes would receive $7 million in Standby Plan value
     consisting of 1/3 in the form of New Capitol Bancorp Class B
     Common and 2/3 in the form of New Capitol Bancorp Class A
     Common, representing an estimated recovery of 100%.

   * Holders of the $151.3 million outstanding in Trust Preferred
     Securities would receive $50 million in Standby Plan value
     consisting of New Capitol Bancorp Class C Redeemable Common
     Stock, representing an estimated recovery of approximately
     33% (based on principal balance and on average, accrued
     interest may vary for each holder).

   * Holders of the $5 million outstanding with respect to the
     Company's Series A Preferred Stock would receive $1,000,000
     in Standby Plan value consisting of 2/3 in the form of New
     Capitol Bancorp Class A Common and 1/3 in the form of
     New Capitol Bancorp Class B Common, representing an
     estimated recovery of 20%.

   * Holders of the Company's Common Stock would receive $15
     million in Standby Plan value consisting of shares, 1/3 in
     the form of New Capitol Bancorp Class B Common and 2/3 in
     the form of New Capitol Bancorp Class A Common

A copy of the disclosure statement explaining the terms of the
Plan are:

    http://bankrupt.com/misc/Capitol_DS_Amendment1.pdf
    http://bankrupt.com/misc/Capitol_Plan_Disclosure.pdf

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  Financial Commerce,
formerly known as Michigan Commerce Bancorp Limited, is a Michigan
corporation.  CBC owns roughly 97% of FCC, with a number of CBC
affiliates owning the remainder.  FCC, in turn, is the holding
company for five of the banks in CBC's network.  CBC is registered
as a bank holding company under the Bank Holding Company Act of
1956, as amended, 12 U.S.C. Sec. 1841, et seq., and trades on the
OTCQB under the symbol "CBCR."

CBC's banks are community banks, relatively small in market size,
emphasizing personalized banking relationships. The banks are
located in Arizona, Georgia, Indiana, Michigan, Missouri, Nevada,
New Mexico, North Carolina, Ohio and Oregon.  CBC's consolidated
financial position was significantly adversely affected by large
operating losses in 2011, 2010 and 2009.  Those operating losses
resulted in an equity deficit and a regulatory-capital
classification as "undercapitalized" or "significantly
undercapitalized" as of Dec. 31, 2011.

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

Capitol Bancorp disclosed total assets of $112.2 million and debt
of $195.6 million.  Its largest unsecured creditors are M&T Trust
Co. of Wilmington, Delaware, with $44.4 million in trust preferred
securities, and US Bank of Boston with $22.5 million of similar
securities.


CAPMARK FINANCIAL: Suit Against Dawson Lin Survives Dismissal Bid
-----------------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi declined requests to
dismiss a series of complaints filed by Capmark Financial Group
Inc. and Capmark Finance LLC against an individual, Dawson Steven
Lin.  In the complaints, Capmark seek to recover under federal and
state fraudulent conveyance law two payments made to Mr. Lin in
connection with Mr. Lin's resignation from the CFGI and/or CFI --
a stock redemption payment of approximately $2.8 million made by
CFGI and a severance payment of $600,000 made by CFI.

Mr. Lin seeks dismissal of the claims asserted against him because
(1) the amended complaints filed (without consent or court
approval) on June 6 and July 2, 2012, were untimely under Fed. R.
Bankr. Proc. 7015(a) and should be stricken -- leaving Capmark
with the allegations in the original complaint filed on Oct. 24,
2011; (2) the original complaint should be dismissed pursuant to
Bankruptcy Rule 7012(b)(6) for failure to state a claim upon which
relief can be granted due to Capmark's bare bone allegations that
fail to satisfy the pleading standards in Bell Atlantic Corp. v.
Twombly and Ashcroft v. Iqbal; and (3) the original and/or amended
complaints should be dismissed pursuant to Bankruptcy Rule
7012(b)(2) for the Court's lack of personal jurisdiction over Mr.
Lin.

The Court finds that the July 2nd amended complaint was properly
filed under Bankruptcy Rule 7015(a) and, assuming arguendo that it
was not, the Court will grant the Plaintiffs leave retroactive to
July 2, 2012 to amend the complaint.  The allegations in the July
2nd Amended Complaint easily satisfy the Twombly/Iqbal pleading
standards and the motion to dismiss under Rule 7012(b)(6) will be
denied.  Finally, the controlling test as to whether the Court has
personal jurisdiction over Mr. Lin is whether he has minimum
contacts with the United States (not, as Mr. Lin argues, the State
of Delaware).  As Capmark alleged that Mr. Lin has minimum
contacts with the State of Washington and Mr. Lin has not
submitted the necessary affidavit disputing his contact with
Washington, the judge said the motion to dismiss under Rule
7012(b)(2) will be denied.

The case is CAPMARK FINANCIAL GROUP INC. and CAPMARK FINANCE LLC,
Plaintiffs, v. DAWSON STEVEN LIN, Defendant, Adv. Proc. Case No.
11-53438 (Bankr. D. Del.).  A copy of the Court's Aug. 27, 2012
Opinion is available at http://is.gd/ImHkfAfrom Leagle.com.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CENTRAL FEDERAL: Five New Members Appointed to Board
----------------------------------------------------
Central Federal Corporation announced the appointment of Timothy
T. O'Dell, Thad R. Perry, Robert E. Hoeweler, James Howard
Frauenberg II, and Donal Malenick as directors of the Company and
CFBank.  Mr. Hoeweler was also elected as Chairman of the Boards
of the Company and CFBank.  In addition, Mr. O'Dell was appointed
as Chief Executive Officer and Mr. Perry was appointed as
President of the Company and CFBank.  These appointments were
effective Aug. 23, 2012, and were made pursuant to the terms of
the Standby Purchase Agreements associated with the Company's
recently completed stock offering.

Messrs. O'Dell, Perry and Hoeweler led a group of investors,
including Messrs. Frauenberg and Malenick, that contributed
significantly to the successful completion of the Company's stock
offering.

Mr. O'Dell is the founder and principal of the Chetwood Group,
which provides advisory services to a number of privately held
enterprises in construction, health care, real estate and
professional services.  Prior to founding Chetwood in 2003, Mr.
O'Dell spent 22 years at Fifth Third Bank, and was a senior
executive with Fifth Third's Central Ohio operations for 12 of
those years, concluding his tenure serving as President and Chief
Executive Officer.  For 10 of his years with Fifth Third - Central
Ohio, Mr. O'Dell also served as a senior lender and managed its
commercial banking and residential and commercial real estate
divisions.  During his tenure, Fifth Third's Central Ohio division
grew by $4 billion in deposits and $5 billion in loans from
organic growth and through strategic acquisitions.  Mr. O'Dell has
served on the board of the Columbus Chamber of Commerce and The
Ohio State University Medical Center, and he was a founding
investor in the Ohio TechAngel Venture Fund. Mr. O'Dell is a
graduate of Marshall University and has taken classes towards an
MBA at Xavier University.

Mr. Perry was a Senior Partner with Accenture for over 30 years
where he was involved in consulting, transaction structuring and
management of operations.  He operated the firm's Columbus, Ohio
practice and developed its regulated industries practice.  Mr.
Perry obtained considerable international experience during his
time at Accenture.  From 1988 through 1998, Mr. Perry managed
Accenture's German, Austrian and Swiss practices, which accounted
for nearly $1 billion in gross revenues.  He was also the Chief
Operating Officer of Western Europe operations, and served on
Accenture's European Management Board and the Global Strategic
Planning, Management, Markets, Executive, Outsourcing and
Technology Committees.  He was heavily involved in directing the
firm's strategy and mobilization initiatives associated with East
Europe, and supervised ongoing operations there. His experiences
in banking include the transformation of both the technical and
business processes for credit card, internet banking and security,
stock and trading exchanges, international banking and customer
relationship management. Mr. Perry has an engineering degree and
MBA from The Ohio State University, and has been honored as a
Distinguished Alumnus from both colleges. Mr. Perry is also a
Certified Public Accountant (inactive).

Mr. Hoeweler is Chief Executive Officer of a diverse group of
companies owned by the Hoeweler family.  The Hoeweler holdings
include manufacturing, communication, distribution, business
services and venture capital entities.  Mr. Hoeweler has served on
the boards of directors of one of the country's largest privately
owned waste and recycling companies since 1986 and a privately
owned commercial bakery since 1988.  Past board affiliations
include Skipjack Financial Services from 1996-2009, a provider of
payment processing services, which the Hoeweler family led from
its inception through the sale to a super-regional banking company
that is a global top five payment processor, and Winton Financial
Corporation from 1989-2005, a savings and loan holding company
located in Cincinnati, Ohio.  Mr. Hoeweler's tenure at Winton
included its initial public offering in 1998 and he was Vice
Chairman at the time of its ultimate sale in 2005 to WesBanco,
Inc.  Mr. Hoeweler is a graduate of the University of Cincinnati.

James Howard Frauenberg II is the principal owner of Addison
Holding, LLC which manages investments of private individuals and
has been active in opening new franchises for two retail chains,
Five Guys Burgers and Fries and Flip Flops.  Mr. Frauenberg was a
senior officer with Check Smart Financial in Dublin, Ohio from
1995 to 2008, when he resigned.

Donal Malenick was Chief Executive Officer of Columbus Steel
Castings from 2003 through 2008.  Prior to that, Mr. Malenick was
president of Worthington Steel from 1976 to 1999.  Mr. Malenick
was a board member of Max and Erma's Restaurants of Columbus, Ohio
from 2006 until it was sold in 2008, and was a member of KeyBank's
advisory board from 2001 to 2005.  Mr. Malenick has been a private
investor since 2008.

Mr. Hoeweler, Chairman of the Board, commented, "We believe the
completion of this transaction is good for all stakeholders,
including stockholders, customers, employees and the communities
in which we operate."  Mr. O'Dell, CEO, added, "We are truly
excited by this opportunity to build upon the solid CFBank base
and to expand our products and services to better serve our
customers."

Also in accordance with the terms of the Standby Purchase
Agreements associated with the Company's stock offering, and
effective Aug. 23, 2012: Jerry F. Whitmer resigned as Chairman of
the Boards of the Company and CFBank and will remain a member of
both Boards; Therese A. Liutkus, resigned as President and will
remain with the Company and CFBank as Chief Financial Officer and
Treasurer.

Eloise L. Mackus resigned as Chief Executive Officer effective
Aug. 23, 2012, in accordance with the terms of the Standby
Purchase Agreements, and as General Counsel and Secretary
effective Sept. 12, 2012.  Ms. Mackus served as Chief Executive
Officer of the Company and CFBank since February 2011, after being
named interim Chief Executive Officer in May 2010.  She joined the
Company and CFBank in July 2003, and was previously Executive Vice
President, General Counsel and Secretary.  Ms. Mackus will
continue her more than 20 year banking career as a director,
President and Chief Executive Officer of Security Bank in
Springfield, Illinois.

Jerry F. Whitmer, former Chairman of the Board, commented, "Elly's
leadership was integral in our ability to successfully complete
the capital raise and secure a solid future for CFBank.  We were
proud to have her as the first woman CEO of a publicly traded bank
in Northeast Ohio.  We thank her for her leadership and wish her
much success in her future endeavors."

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $225.61
million in total assets, $217.33 million in total liabilities and
$8.28 million in stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CHARLIE MCGLAMRY: To Give Up Parkway Property to Synovus Bank
-------------------------------------------------------------
Charlie N. McGlamry has filed a proposed Chapter 11 plan that
contemplates the creation of a liquidating trust and the
appointment as plan trustee of Ward Stone, Esquire, a prominent,
well-known bankruptcy lawyer in the Middle District of Georgia.

According to the Disclosure Statement, non-exempted assets of the
Debtor will be transferred to a liquidating trust.  The trustee
also will have the power to pursue any causes of action provided
for under the bankruptcy code or state law against third parties.
Finally, the Debtor will make certain payments to the trust of his
disposable income over a period of three years from the Effective
Date of the Plan.

The Debtor owes Synovus Bank on a $5.559 million loan secured by
74 acres of undeveloped commercial property at the intersection of
Russell Parkway and Corder Road in Houston County, Georgia.  The
Debtor will convey his right to the property in full satisfaction
of the secured claim.

The Debtor has an unsecured debt of $4.5 million on an obligation
relating to his interest in a non-Debtor entity known as Oaky
Timberlands, LLC.  In addition, the Debtor owes $20 million to
unsecured creditors on account of a personal guarantee of the
indebtedness of his affiliated companies.  The unsecured creditors
will share pro rata with Synovus in the proceeds from the
liquidating trust.

A copy of the Disclosure Statement dated Aug. 24, 2012, is
available at http://bankrupt.com/misc/Charlie_McGlamry_DS.pdf

                     About Charlie N. McGlamry

Centerville, Georgia-based real estate developer Charlie N.
McGlamry filed a petition for Chapter 11 protection, along with
his 14 companies, in Macon, Georgia on May 9, 2012.

Over the past 44 years, Mr. McGlamry has managed to successfully
develop numerous real estate developments in and around Houston
County, Georgia.  Mr. McGlamry continues to operate his real
estate development business through sole proprietorship McGlamry
Properties -- http://www.mcglamryproperties.com-- and USA Land
Development Inc.  Mr. McGlamry individually owns, through his sole
proprietorship, approximately, 74 acres of undeveloped commercial
property at the intersection of Russell Parkway and Corder Road in
Houston County, Georgia.  Mr. McGlamry established a number of
single member limited liability companies and sole shareholder
corporations to own and develop specific tracts of land.

Mr. McGlamry and his affiliated companies sought joint
administration of their Chapter 11 cases and have Mr. McGlamry's
as the lead case (Bankr. M.D. Ga. Case No. 12-51197).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHENIERE ENERGY: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Cheniere Energy Partners, a master limited
partnership (MLP) in the midstream energy sector. "At the same
time, we withdrew our preliminary 'B+' term loan B rating on CQP
after it cancelled the issuance. The outlook is stable," S&P said.

"We base our rating on CQP on a consolidated approach to CQP and
its general partner parent CEI," said Standard & Poor's credit
analyst Mark Habib. "The rating reflects a 'fair' business risk
profile and an 'aggressive' financial risk profile under our
criteria. The fair business risk profile reflects our expectation
of stable cash flows from CQP's Sabine Pass LNG L.P. (SPLNG;
BB+/Stable/--) regasification terminal, SPL's more substantial
future cash flows once completed, and our expectation that CQP may
seek to grow through drop-downs from its parent and additional
project development in the meantime. Both of CQP's subsidiary
liquefied natural gas (LNG) projects rely primarily on long-term,
take-or-pay capacity-based fee contracts with creditworthy
counterparties that should provide predictable distributions to
CQP assuming SPL's construction is completed on time and within
budget," S&P said.

"The partnership's 'aggressive' financial profile reflects CQP and
general partner parent CEI's aggressive financial and expansion
policies. We expect the entities could lever up in the future to
pursue other growth projects and to drop-down the Creole Trail
Pipeline at a later date. Given the partnership's weak cash flow
until 2017 when SPL comes on line and begins to distribute cash to
CQP, we believe any additional leverage would result in debt to
EBITDA ratios in line with the 'B+' rating," S&P said.

"The stable outlook reflects our expectation that CQP and CEI's
cash flows will likely remain weak for the next several years, but
sufficient to meet their modest obligations until the SPL project
begins to distribute cash and financial measures strengthen. We
could raise our ratings on CQP over time if construction at SPL is
completed, and CQP's financial strength improves as a result.
However, we think a ratings upgrade is unlikely in the near term,
given the aggressive financial and growth policies that management
has displayed in the past. We could lower our ratings on CQP if
the SPL project encounters construction problems that could reduce
or delay distributions. We could also lower the ratings if CQP or
CEI significantly increase leverage or aggressively pursue growth
opportunities that raise our long-term forecast for CQP's debt to
EBITDA above 5x," S&P said.


CITY NATIONAL: Louis Prezeau Resigns from Board of Directors
------------------------------------------------------------
Louis E. Prezeau resigned as a director of City National
Bancshares Corporation, and its subsidiary, City National Bank of
New Jersey, on Aug. 23, 2012.

                   About City National Bancshares

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

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

The Company's balance sheet at March 31, 2012, showed $359.39
million in total assets, $339.90 million in total liabilities, and
$19.49 million in total stockholders' equity.

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


CLIFFS CLUB: Community Exits Ch. 11 Under Silver Sun Ownership
-------------------------------------------------------------
The Cliffs Communities, a lifestyle community in the heart of the
Carolinas, said Aug. 29 that the entities known as the Cliffs Club
and Hospitality Group, Inc., have emerged from Chapter 11
bankruptcy proceedings under the ownership of Silver Sun Partners,
LLC.

Formed as a partnership between The Carlile Group, a diversified
company based in Marshall, Texas, Arendale Holdings, a real estate
investment and development company specializing in residential
communities and golf course operations, and SunTx Urbana, a real
estate management and development company - Silver Sun Partners
provides The Cliffs with the capital to deleverage, operate and
improve a network of clubs and amenities.  Collectively, the
partnership offers the professional management, club operations
and real estate development experience needed to deliver a global
solution that ensures a strong future while upholding the
distinctive lifestyle and brand of The Cliffs Communities.

"We want to express our sincere gratitude to the members,
management team and employees who have helped shape the future
direction of the clubs," said Steve Carlile, Board Member of
Silver Sun Partners.  "Your patience and cooperation throughout
this challenging process has allowed us to reorganize in a way
that positions The Cliffs to emerge as the preeminent luxury golf
and wellness community in the country."

"The collaborative effort of the Silver Sun partnership and the
various stakeholders resulted in a swift resolution to an
extremely complex transaction.  I am confident that Silver Sun
provides the depth of capital and management experience to best
position The Cliffs for the future," according to Katie Goodman,
Chief Restructuring Officer for the Cliffs Club and Hospitality
Group and Managing Partner of GGG Partners, LLC.

Effective immediately, Silver Sun Partners will begin club
operations under the management of its subsidiary, Cliffs Club
Partners, LLC, while leveraging real estate sales and marketing
programs through another subsidiary, Cliffs Land Partners, LLC.

The partnership has committed significant capital resources that
will create immediate stability within the clubs while preserving
and enhancing real estate values within The Cliffs Communities.
Cliffs Club Partners is also planning continued amenity
improvement and development, which was halted during bankruptcy
proceedings.

The executive team of Silver Sun Partners expects to announce
additional operational and real estate updates in the near future.
For more information, please visit http://www.cliffsinfo.com/

                         About Cliffs Club

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


COLONIAL BANCGROUP: FDIC Protests Hedge Funds' Financing
--------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that the Federal Deposit Insurance Corp. is balking at a plan by a
group of hedge funds to fund several lawsuits by Colonial Bank's
former parent against the banking regulator.

                     About Colonial BancGroup

The Colonial BancGroup, Inc., is a financial services company that
provides diversified services, including retail and commercial
banking, wealth management services, mortgage banking and
insurance products.  The principal activity of the BancGroup wass
to supervise and coordinate the business of its subsidiaries. The
BancGroup derived substantially all of its income from Colonial
Bank, N.A (Colonial Bank) its banking subsidiary.  The BancGroup's
subsidiary Colonial Brokerage, Inc. provides full service, and
discount brokerage services and investment advice.  As of December
31, 2008, Colonial Bank had a total of 347 branches, with 197
branches in Florida, 90 branches in Alabama, 19 branches in
Georgia, 21 branches in Texas and 20 branches in Nevada.


COMMERCETEL CORP: Officially Known as "Mobivity Holdings Corp."
---------------------------------------------------------------
On Aug. 23, 2012, the corporate name of CommerceTel Corporation
was officially changed to Mobivity Holdings Corp. following an
announcement by the FINRA.  The name change was effectuated by
merging the Company's wholly owned subsidiary into itself without
shareholder approval, as permitted by Nevada law.

The Company's trading symbol, MFON, will remain unchanged.
Certificates bearing the new corporate name will be issued in
exchange for existing certificates as they are submitted for
transfer.

                    About CommerceTel Corporation

CommerceTel Corporation, headquartered in Chandler, Ariz., is a
provider of technology that enables major brands and enterprises
to engage consumers via their mobile phone.

The Company's balance sheet at March 31, 2012, showed
$4.57 million in total assets, $9.19 million in total liabilities,
and a stockholders' deficit of $4.62 million.

M&K CPAs, PLLC, in Houston, Texas, expressed substantial doubt
about CommerceTel 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 incurred recurring operating losses and negative cash flows
from operations and is dependent on additional financing to fund
operations.


CORNERSTONE BANCSHARES: FDIC Terminates Consent Order with Bank
---------------------------------------------------------------
On Aug. 17, 2012, the Federal Deposit Insurance Corporation issued
written confirmation to Cornerstone Community Bank's Board of
Directors that the Consent Order entered into by the Bank with the
FDIC on April 2, 2010, had been terminated.  Also on Aug. 17,
2012, the Tennessee Department of Financial Institutions issued
written confirmation to the Bank's Board of Directors that the
Written Agreement executed with the Bank on April 5, 2010, had
been terminated.
   
Effective Aug. 15, 2012, Senior Vice President and Chief Risk
Officer Anthony Ray tendered his resignation from Cornerstone
Community Bank.

                   About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc., is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

Cornerstone reported net income of $1.03 million in 2011, compared
with a net loss of $4.70 million in 2010.

The Company's balance sheet at June 30, 2012, showed $420.87
million in total assets, $384.11 million in total liabilities and
$36.75 million in total stockholders' equity.

Cornerstone said in its 2011 annual report that as of Dec. 31,
2011, the Company had one loan, currently being serviced by
Midland Loan Services for the FDIC, which totaled approximately $3
million.  The loan contains certain compliance covenants which
include stated minimum or maximum target amounts for Cornerstone's
capital levels, the Bank's capital levels, nonperforming asset
levels at the Bank and the ability of Cornerstone to meet the
required debt service coverage ratio, which is computed on the
four most recent consecutive fiscal quarters.  Due to the level of
nonperforming assets of the Bank and not currently meeting the
required debt service coverage ratio, Cornerstone was not in
compliance with these two covenants at Dec. 31, 2011.  However,
Cornerstone had previously obtained waivers through Dec. 31, 2011.
During March 2012, Cornerstone obtained from the FDIC a waiver of
the covenant compliance requirements through Dec. 31, 2012,
granted that all payments are made in accordance with the
aforementioned repayment schedule.  However, if the Company is
unable to comply with those covenants or obtain an additional
waiver from the lender for violations that occur after Dec. 31,
2012, if any, the lender may declare the loan in default and take
possession of the Bank's common stock.  If this event were to
occur, Cornerstone's assets and operations would be substantially
reduced and therefore its ability to continue as a going concern
would be in substantial doubt.

                           Consent Order

The Company disclosed in the Form 10-Q for the quarter ended
June 30, 2010, that following the issuance of a written report by
the Federal Deposit Insurance Corporation and the Tennessee
Department of Financial Institutions concerning their joint
examination of Cornerstone Community Bank in October 2009, the
Bank entered a consent order with the FDIC on April 2, 2010, and a
written agreement with the TDFI on April 8, 2010, each concerning
areas of the Bank's operations identified in the report as
warranting improvement and presenting substantially similar plans
for making those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


DAFFY'S INC: Wins Final OK for $10 Million DIP Loan
---------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Martin Glenn on Monday gave final approval to Daffy's Inc.'s
first-day motions, including one for a $10 million debtor-in-
possession loan from Wells Fargo NA and the use of cash
collateral, as the discount clothing retailer continues going-out-
of-business sales.

Judge Glenn approved four motions, which also included bids for an
order prohibiting utilities providers from discontinuing service,
authorization to employ professionals used in the ordinary course
of business and authorization to retain Weil Gotshal & Manges LLP
as the debtor's lawyer, according to Bankruptcy Law360.

                        About Daffy's Inc.

Daffy's Inc., the 19-store chain selling discount designer brands
in the U.S. Northeast, will shut the business and has a bankruptcy
plan that would pay off creditors in full.

Daffy's, which has 1,162 employees, filed simultaneously with its
Aug. 1 bankruptcy petition a Chapter 11 plan that would pay all
holders of allowed claims in full, with interest.

An affiliate of JEMB Realty Corporation has agreed to purchase
Daffy's leasehold interests, certain real estate fixtures and
certain intellectual property.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.

The Debtor is represented by Andrea Bernstein, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP.  Donlin, Recano &
Company, Inc., is the claims and notice agent.


DELTEK INC: S&P Puts 'BB-' CCR on Watch Neg After Announced LBO
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Herdon, Va.-based Deltek Inc. on CreditWatch with
negative implications due to the announcement of its prospective
leveraged buyout (LBO) by private-equity firm Thoma Bravo LLC.

"We have not placed the company's existing senior secured credit
facilities on CreditWatch as we expect the amount outstanding on
the existing credit facilities to be fully repaid with proceeds
from the proposed new senior secured debt facilities and/or new
equity investment," S&P said.

Deltek outlined in an 8K filed yesterday with the Securities and
Exchange Commission that lenders have committed to provide up to
$680 million of senior secured debt facilities to help partially
fund the LBO. The proposed financing consists of a first-lien
senior secured revolver of up to $30 million, a first-lien senior
secured term loan of up to $425 million, and a second-lien term
loan of up to $225 million. Based on the maximum commitment
levels, Deltek's pro forma leverage could rise to as much as 9.0x,
from 2.7x on June 30, 2012.

"Given this potential significant increase in leverage and our
current 'weak' business risk profile assessment for Deltek, we
expect to lower the company's corporate credit rating by at least
one notch, depending on the final capital structure at the close
of the transaction," said Standard & Poor's credit analyst Alfred
Bonfantini.

Standard & Poor's will meet with both management and the new
owners to review the final capital structure and discuss future
business strategies and financial policies to determine the
corporate credit, issue-level, and recovery ratings. The
transaction is expected to close in the fourth quarter of 2012.


DUNMORE HOMES: Judge Sanctions Owner in $20MM Travelers Bond Row
----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that U.S. District Judge
Lawrence K. Karlton on Monday sanctioned the former owner of
Dunmore Homes Inc. for fighting an order to turn over personal tax
information to Travelers Casualty and Surety Co. of America, which
is seeking to recoup $20 million in bond guarantees.

According to Bankruptcy Law360, Judge Karlton sanctioned Sidney B.
Dunmore about $8,500, representing costs that Travelers incurred
while defending against Dunmore's rejected March 9 motion for
reconsideration regarding the tax documents.

                         About Dunmore Homes

Dunmore Homes Inc. is a privately owned residential homebuilder
based in Granite Bay, California.  Michael A. Kane of Granite Bay
is Company's owner.

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The Company filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 07-13533) on Nov. 8, 2007.
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors selected
Morrison & Foerster LLP as its counsel.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor's Plan of Liquidation
was confirmed in September 2008.


ENERGY CONVERSION: Liquidation Plan Effective Date Delayed
----------------------------------------------------------
BankruptcyData.com reports that Energy Conversion Devices filed
with the U.S. Bankruptcy Court a second notice that the effective
date of its Second Amended Joint Plan of Liquidation, which had
been anticipated to be August 25, 2012, has been delayed.  The new
effective date for the Liquidating Plan is anticipated to be
August 28, 2012.

The TCR, citing Bill Rochelle, the bankruptcy columnist at
Bloomberg News, reported on Aug. 9, 2012, that the U.S. Bankruptcy
Court in Detroit in July signed a confirmation order approving a
reorganization plan where unsecured creditors with up to
$337 million in claims were told they could expect a recovery
between 50.1% and 59.3%.  The plan creates a trust to sell
remaining assets and distribute proceeds in the order of priority
laid out in bankruptcy law.  A liquidation analysis attached to
the disclosure statement showed cash of $139.5 million.  When
other assets are liquidated, the company projected total proceeds
would be $182 million to $196 million.  After expenses and claims
of higher priority are paid, the disclosure statement predicted
that $168.7 million to $182.2 million would remain for unsecured
creditors.

                     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 canceled an auction to sell USO as a going concern and
discontinued the court-approved sale process after failing to
receive an acceptable qualified bid by the bid deadline.  Quarton
Partners served as the companies' investment banker.  The Debtors
also hired auction services provider Hilco Industrial to prepare
for an orderly sale of the companies' assets.


FIRST INDUSTRIAL: S&P Ups CCR to 'BB-' on Improving Debt Coverage
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on First Industrial Realty Trust and First Industrial L.P.
(collectively, First Industrial) to 'BB-' from 'B+'. "We also
raised our rating on the company's preferred stock to 'B-' from
'CCC+' and raised our issue-level rating on the company's senior
unsecured notes to 'BB' from 'BB-'; the recovery rating for the
unsecured debt remains '2'. Our outlook on the company is stable,"
S&P said.

"The upgrade reflects First Industrial's improved liquidity
position, reduced leverage, and strengthened portfolio occupancy,"
said credit analyst Elizabeth Campbell. "We expect First
Industrial to continue to slowly improve portfolio occupancy
through 2013, offsetting the earnings erosion from rent roll-
downs."

"Our stable outlook acknowledges our expectation that the company
can sustain its improved portfolio NOI and debt coverage measures.
Stabilizing portfolio performance and contribution from the lease-
up of its large Inland Empire development project should support
continued gradual improvement in fixed-charge coverage over the
next year. Longer term, we would consider raising the corporate
credit rating if the company further deleverages its portfolio,
such that fixed-charge coverage improves to the low-2x area. We do
not foresee taking any negative rating actions in the near term,"
S&P said.


FOREST OIL: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Forest
Oil Corp. to stable from negative and affirmed the 'B+' corporate
credit rating.

"We also affirmed the 'BB' rating on Forest's senior secured debt.
The recovery rating on this debt remains '1', indicating our
expectation of very high (90% to 100%) recovery in the event of a
default. We affirmed the 'B-' issue-level rating on its unsecured
debt. The recovery rating on this debt is '6', indicating our
expectation of negligible (0% to 10%) recovery for lenders in
the event of a default," S&P said.

"The outlook revision follows the recent increase in our natural
gas price assumptions through 2013 and the associated improvement
in Forest's expected cash flows and profitability measures," said
credit analyst Marc Bromberg. "Although the company plans to spend
nearly all of its capital on more profitable liquids, the shift to
more liquids production takes time. We expect that natural gas
will represent approximately two-thirds of next year's production.
As a result of our revised price assumption for natural gas, along
with some downward revisions to our cost assumptions, we think
that Forest will maintain leverage near 4x by the end of 2013."

"The stable outlook reflects our expectation that Forest is likely
to meet leverage of approximately 4x in 2013. We could lower the
rating to 'B' if we expect that leverage will exceed 4.5x, which
we could foresee if oil production does not ramp up in the Eagle
Ford as expected, if Forest pursues a more aggressive capital
spending program, or if hydrocarbon prices weaken. We could
upgrade the company if we believe that Forest will maintain
leverage below 3.5x for a sustained period. Given our assessment
that there is greater operational risk following recent management
turnover and uncertainty about potential asset monetizations, we
consider a positive action unlikely before the end of 2013," S&P
said.


FULLER BRUSH: Names Victory Park Lead Bidder in Upcoming Auction
----------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
Fuller Brush Co. is asking the bankruptcy court to approve rules
next month for an auction of its assets and named its senior
secured lender the lead bidder.

                         About Fuller Brush

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.

Fuller said it will be business as usual while undergoing Chapter
11 restructuring.  But it said that while in reorganization, it
intends to trim about half of the current catalog of cleaning
products.

Herrick Feinstein LP is the bankruptcy counsel.

Fuller, which has 180 employees as of the Chapter 11 filing,
disclosed $22.9 million in assets and $50.9 million in debt.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.

The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million that plans to buy the business
in exchange for debt.


GEOPETRO RESOURCES: NYSE MKT Accepts Plan to Regain Compliance
--------------------------------------------------------------
GeoPetro Resources Company disclosed that the NYSE MKT LLC has
accepted its compliance plan for continued listing.

As previously reported, the Company received notice on June 28,
2012 from the Exchange that the Company was not in compliance with
Section 1003(a)(iv) of the Exchange's Company Guide (the "Company
Guide") in that the Exchange believes that the Company has
sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether it
will be able to continue operations and/or meet its obligations as
they mature.

The Company was afforded the opportunity to submit a plan of
compliance, which the Company submitted on July 30, 2012.

On Aug. 27, 2012, the Exchange notified the Company that it
accepted the Company's plan of compliance and granted the Company
an extension until Sep. 28, 2012 to regain compliance with the
continued listing standards.  The Company will be subject to
periodic review by Exchange Staff during the extension period.

Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of the
extension period could result in the Company being delisted from
the NYSE MKT LLC.

                          About GeoPetro

GeoPetro is an independent oil and natural gas company
headquartered in San Francisco, California. GeoPetro currently has
projects in the United States, Canada and Indonesia. GeoPetro has
developed an oil and gas property in its Madisonville Field
Project in Texas. Elsewhere, GeoPetro has assembled a
geographically-diversified portfolio of exploratory and appraisal
prospects.


GENELINK INC: Enters Into Separation Agreement with Former CFO
--------------------------------------------------------------
John A. Webb, GeneLink, Inc.,'s former Chief Financial Officer,
entered into a Separation Agreement and Release with the Company
effective Aug. 21, 2012, after the 7-day revocation period,
pursuant to which he will receive 3 months base salary, medical
benefits and vesting of outstanding options.  On July 13, 2012,
GeneLink ended the engagement of John A. Webb as CFO.

                           About Genelink

Based in Orlando, Fla., GeneLink, Inc., is a solution provider in
the genetically customized nutritional and personal care
marketplace.

Hancock Askew & Co., LLP, in Savannah, Georgia, expressed
substantial doubt about GeneLink'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 a working capital deficit of $436,310, has incurred recurring
operating losses since inception including a loss of $3.8 million
in 2011 and had an accumulated deficit at Dec. 31, 2011, of
$24,560,315.

The Company's balance sheet at June 30, 2012, showed $2.12 million
in total assets, $4.41 million in total liabilities and a $2.29
million total stockholders' deficit.


GETTY PETROLEUM: Wins Confirmation of Liquidating Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official creditors' committee for Getty Petroleum
Marketing Inc. revised the liquidating Chapter 11 plan twice and
won approval from the bankruptcy judge in an Aug. 24 confirmation
order.  Confirming the plan required the use of the cramdown
procedure because only 40% of $240 million in unsecured claims
voted in favor.

According to the report, the disclosure statement told unsecured
creditors why they could expect to recover nothing to a maximum of
28.5%, largely depending on the outcome of lawsuits.

In a class of its own, Getty Properties had the largest claim of
$242 million, including a $10.5 million priority claim to be paid
in full.  Unsecured claims could total as much as $650 million,
according to the disclosure statement.

The Bloomberg report disclosed that on behalf of Getty Petroleum,
the creditors are pursuing a fraudulent transfer lawsuit against
Lukoil Americas Corp., a former owner of the business.  Getty
Petroleum claims it discovered environmental contamination at
leased gas stations after acquiring the business in February 2011
from Lukoil.

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GOODMAN GROUP: Moody's Issues Summary Credit Opinion
----------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Goodman Group and includes certain regulatory disclosures
regarding its ratings. This release does not constitute any change
in Moody's ratings or rating rationale for Goodman Group and its
affiliates.

Moody's current ratings on Goodman Group and its affiliates are:

  Long Term Issuer (domestic currency) rating of Baa2

  Senior Unsecured Bank Credit Facility (domestic currency)
  ratings of Baa2

Goodman Australia Finance Pty Limited

  BACKED Senior Unsecured (foreign currency) ratings of Baa2

  BACKED Senior Unsecured MTN Program (foreign currency) ratings
  of (P)Baa2

Goodman Funding (Jersey) Limited

  BACKED Senior Unsecured MTN Program (foreign currency) ratings
  of (P)Baa2

Goodman Funding Singapore Pte. Ltd.

  BACKED Senior Unsecured MTN Program (foreign currency) ratings
  of (P)Baa2

Goodman Plus Trust

  Junior Subordinate (domestic currency) ratings of Ba1

Goodman Funding Pty Limited

  BACKED Senior Unsecured (foreign currency) rating of Baa2

Ratings Rationale

Goodman's Baa2 issuer and senior unsecured ratings are driven by
the group's portfolio of directly and indirectly owned high
quality and well-diversified industrial property assets, its track
record and established client relationships within its funds
platform, and its leading market position as a developer of
industrial property assets. The rating also reflects Moody's view
that earnings will be inherently more volatile at Goodman than at
a traditional REIT - given the quantum of its funds management and
development business, and the higher leveraged nature of around
40% of its gross rental income derived from its cornerstone
investments - and that its gearing should therefore be
commensurately lower at any given rating level compared to
traditional REITs.

The ratings are supported by Goodman's business model which is now
more robust to deal with external factors such as cyclical
volatility in its core markets. This has included a significant
capital raising in late 2009, equity raisings and extended debt
maturity profile at its funds, and the substantial de-risking of
its development business. This represents an important shift in
the Goodman model. Take-out risk is mitigated through pre-sales,
particularly when compared to 2008 when Goodman was warehousing
properties to seed new funds.

When looking at Goodman's financial profile, Moody's has
considered both headstock and look-through financial metrics given
the strategic importance of the managed funds. Goodman is expected
to sustain Net Debt/EBITDA of around 4 times on a headstock basis
over the next 2-3 years, Moody's considers to be appropriate at
the current rating level.

Exerting a restraining influence on the rating, however, is
relatively high look-through leverage -- as indicated by pro-forma
look-through Net Debt/EBITDA of around 6 times. For the look-
through metrics Moody's has partially consolidated the earnings
and debt at the funds, up to Goodman's ownership interest in each
fund. This is consistent with Goodman's intention to maintain net
debt/assets at 40% or lower.

Rating Outlook

The stable outlook reflects Moody's view that the current
operating model is sustainable with development activity being
undertaken in a prudent manner and via funds or capital partners
funded substantially through retained earnings.

What Could Change the Rating - UP

The group's ratings could be considered for an upgrade if look-
through Net Debt/EBITDA ratio falls below 4 times (and 2.5 times
at the headstock level), and look-through fixed charge coverage
rising above 4 times on a sustained basis. When considering these
metrics, Moody's would exclude any profit from asset recycling. In
addition, Moody's would look for Goodman to maintain a well-
laddered debt maturity profile that is more consistent with its
asset structure.

What Could Change the Rating -- DOWN

Downward rating pressures could eventuate if its look-through Net
Debt/EBITDA ratio rose above 6.5 times (or headstock to above 5
times), and look-through fixed charge coverage fell below 2.2
times on a consistent basis. A material deterioration in the
group's liquidity position (through a material reduction in
available liquidity or build-up of short-term debt maturities), or
evidence of meaningful increase in development risk or financial
support for its managed funds, could also lead to rating
pressures.

The principal methodology used in these ratings was Moody's
Approach to REITS and Other Commercial Property Firms Methodology
published in July 2010.


HARRISBURG, PA: Commonwealth Court Judge Okays 1% Income Tax Hike
-----------------------------------------------------------------
According to an article by Today's The Day Harrisburg,
Commonwealth Court Judge Bonnie Brigance Leadbetter on Aug. 27
ordered the Harrisburg City Council to "enact" a 1% Earned Income
Tax increase on Harrisburg city residents within 15 days.  The
report says the tax will be considered "temporary" and will be in
place for one year.  However, subsequent increases can be
petitioned for.

According to the Court's order, the revenues generated as a result
of the increase in the earned income tax rate will be used only to
pay for the services essential to the public health, safety or
welfare.  The revenues will not be subject to sharing with a
school district.  No payments shall be made on debt associated
with the Resource Recovery Facility until further Court order.

The Court denied a Petition for Writ to mandate the City Council
to amend the budget to provide for the hiring of a Director of
Communications at an annual salary of $75,500, without prejudice
to further application if circumstances arise creating a
compelling necessity.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HARRISBURG, PA: Receiver May Skip Bond Payment Due Sept. 15
-----------------------------------------------------------
According to an article by Today's The Day Harrisburg, Mayor Linda
Thompson -- during her press conference on Aug. 27 in response to
City Controller Dan Miller's statement -- said Harrisburg receiver
William Lynch has made the decision not to make the City's general
obligation bond payment due Sept. 15.  The payment of $3.93
million will be skipped to give the City a greater cash flow to
make operational expenditures such as payroll.

The report notes former Receiver David Unkovic in March decided
not to make the City's March general obligation bond payment of
$5.3 million. The bond insurer of the City general obligation
bonds, AMBAC Assurance, made the payment to bondholders, there by
becoming part of the list of city creditors.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HAYDEL PROPERTIES: Must File Plan by Sept. 5 or Face Conversion
---------------------------------------------------------------
U.S. Bankruptcy Judge Katharine M. Samson on Aug. 21, 2012,
entered an order extending until Sept. 5, Haydel Properties LP's
exclusive period to propose a Chapter 11 plan.

Sept. 5 is also the deadline for the Debtor to file a disclosure
statement and a confirmable plan.  The order provides that if the
Debtor fails to comply with the terms of the order, the case will
be converted to a Chapter 7 proceeding without further notice of
hearing.

The order was entered after an agreement was reached by the
parties.

The Debtor, in a second exclusivity extension motion, asked the
Court to extend its exclusive period to propose a Chapter 11 plan
by 30 days.  Henry G. Hobbs, Jr., Acting United States Trustee for
Region 5, early this month opposed an extension.  The U.S. Trustee
noted that the Debtor missed two previously agreed upon deadlines
to file a Plan.  The U.S. Trustee also noted that the Debtor has
not paid its quarterly fee for the second quarter of 2012.

In the extension motion, the Debtor said it still has issues that
must be resolved, including insuring that all 2009 taxes are paid
in August 2012, and the Court still has not made a determination
as to whether the Debtor is entitled to retain the property which
is collateral for BancorpSouth as a result of its motion for
relief from the automatic stay.

The case docket says the hearing to consider Community Bank's
request to lift the automatic stay has been reset to Sept. 27,
2012, at 1:30 p.m.

The Debtor said in a court filing that BancorpSouth has a total
claim of $3.90 million, secured with parcels of real property with
a value of $6 million.  The Debtor said the property is necessary
for an effective reorganization.

Peoples Bank has a pending motion to convert the case to a
Chapter 7 liquidation or to dismiss the case.  The Debtor is
opposing conversion and noted in a court filing that because of
the substantial equity cushion held by Peoples Bank, adequate
protection payments are not needed.  A Sept. 7 hearing has been
scheduled for the motion to convert.

                      About Haydel Properties

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Michael D. Haydel,
manager of general partner.


HMC/CAH CONSOLIDATED: Creditors Say Plan Patently Unconfirmable
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of HMC/CAH Consolidated Inc., et al., said, "The
Debtors have filed a patently unconfirmable plan of
reorganization, the main goal of which is to provide a method for
the Debtors' shareholders to maintain their interests while
providing the Debtors' unsecured creditors with as little as a 1%
distribution."

The Creditors Committee says the Court should not even approve the
Disclosure Statement as the Plan is "so flawed that it cannot be
confirmed under any scenario."  A hearing on the Disclosure
Statement was scheduled for Aug. 29.  Approval would allow the
Debtors to begin soliciting votes on the Plan and then scheduled a
confirmation hearing on the Plan.

"The Plan does not provide that unsecured creditors electing to be
paid their pro-rata share of $50,000 are being paid their full
claim with interest. Similarly, under the Plan, unsecured
creditors that do not make an election of non-voting shares are
deemed to have selected that they will be paid from their
respective pot of $50,000. Non-voting shares, the alternative, may
not be redeemable for as much as 20 years from the Plan's
Effective Date. This does not represent payment in full with
interest, either as a matter of law or as a matter of fact,"
argues the Committee's counsel.

The Committee is represented by:

         Todd C. Meyers, Esq.
         Colin M. Bernardino, Esq.
         Jeffrey P. Fuller, Esq.
         KILPATRICK TOWNSEND & STOCKTON LLP
         1100 Peachtree Street, Suite 2800
         Atlanta, GA 30309-4530
         Tel: (404) 815-6500
         Fax: (404) 815-6555
         E-mail: tmeyers@kilpatricktownsend.com
                 cbernardino@kilpatricktownsend.com
                 jfuller@kilpatricktownsend.com

              - and -

         Jeffrey A. Deines, Esq.
         LENTZ CLARK DEINES PA
         9260 Glenwood
         Overland Park, KS 66212
         Tel: (913) 648-0600
         Fax: (913) 648-0664
         E-mail: jdeines@lcdlaw.com

                        The Chapter 11 Plan

As reported in the Aug. 1, 2012 edition of the Troubled Company
Reporter, HMC/CAH Consolidated, Inc., and 12 of its wholly owned
subsidiaries have structured their respective Plans to ensure the
ongoing availability to the Reorganized Debtors of $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.,
Marshall C. Turner, Esq., and Matthew Gartner, Esq., at Husch
Blackwell LLP, in Kansas City, Mo., represent 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.


HOLSTED MARKETING: Files for Chapter 11; Business as Usual
----------------------------------------------------------
Holsted Marketing, Inc., a New York-based multichannel direct-
marketing company, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 12-13672) on Aug. 28.

Holsted Marketing estimated assets and debts of less than
$10 million.

The Company said in a statement that it intends to reorganize its
operations in an effort to position itself for the opportunity of
renewed growth and profitability in the near future.

"A filing of this nature is always regrettable," said Victor
Benson, Holsted Marketing president and chief executive officer.

"Holsted has been in business for more than 40 years and we have
weathered numerous economic downturns to emerge as an industry
leader and supplier of fashion jewelry and accessories to millions
of customers, while creating incremental revenue opportunities for
companies that have been our marketing partners."

"In response to the current downturn," Mr. Benson noted, "we've
reduced our overhead position by more than 27%; we have
restructured our order-processing capabilities to further reduce
operating expense; we have launched a direct-to-consumer marketing
effort; and have refined our marketing strategies to increase our
revenue base and revenue-per-customer contact."

"But after careful consideration of our debt position, near-term
cash flow needs, and the stubbornly sluggish economy, we've
realized this filing process is necessary to best position Holsted
for an economic recovery," Mr. Benson added.  "Holsted has
undergone a major transformation in the past two years, but needs
additional time and flexibility to undertake the remaining
initiatives to move the company forward and emerge as a more
competitive and sustainable enterprise.  Holsted will continue
normal operations throughout this process, subject to court
approval; our line of credit will be intact, which we believe is
providing sufficient liquidity to assure that all our loyal
vendors, suppliers and other business partners will be paid in
full for goods and services they provide us going forward; and our
valued employees will be able to continue to provide superior
service to our marketing partners and customers.  We believe in
our business model and its viability going forward and plan to
exit Chapter 11 very quickly, which will benefit Holsted and all
parties involved."

Rosenthal & Rosenthal, Inc., recently named by Crain's as one of
the top ten privately held businesses in New York, is acting as
secured lender to Holsted Marketing.  Rosenthal provides
factoring, asset-based lending and specialty lending to clients in
various industries.

Chapter 11 permits a company to continue normal operations while
it develops a plan to reorganize.  The Company's Board of
Directors has determined that filing the Chapter 11 case is in the
best interests of the Company, its creditors and other
stakeholders.  The financing will provide the Company with
sufficient capital to fund operations through the Chapter 11
process.

Holsted Marketing's bankruptcy counsel is SilvermanAcampora
located in Jericho, N.Y.

                      About Holsted Marketing

Holsted Marketing -- http://www.holstedmarketing.com/-- founded
in 1971 and a member of the Direct Marketing Association since
1978, is a leading multichannel direct-marketing company and has
supplied fashion jewelry and accessories to millions of customers
in the United States, Canada and the United Kingdom. The company's
areas of specialty include advertising, direct mail, loyalty,
retention, rewards and database marketing. Holsted Marketing
partners with companies to bring them closer to their customers
through strategic marketing programs designed to provide new,
independent revenue streams. The company deploys a merchandise-
based business model, marketing expertise and brand sensitivity to
create customized communications to help partners expand their
connection with customers and re-invigorate their brands. Its
partner companies have included many of the major national
retailers and catalog/mail-order companies as well as financial
and service companies.


HORIZON LINES: Adopts Shareholder Rights Plan to Protect NOLs
-------------------------------------------------------------
Horizon Lines, Inc.'s Board of Directors has adopted a shareholder
rights plan designed to preserve the value of its significant net
operating loss carryforwards and other related tax assets under
Section 382 of the Internal Revenue Code.

The Company's ability to utilize these tax assets would be
substantially limited upon an "ownership change," which is
generally defined in Section 382 of the Code as a more than 50
percentage point increase in stock ownership, during a rolling
three-year testing period, by "5% shareholders".  The Rights Plan
was adopted to reduce the likelihood of this occurring by
deterring the acquisition of Company stock, or securities that are
exercisable for or convertible into Company stock, by persons or
groups that would create such "5% shareholders."  The Company's
estimated NOLs for United States federal income tax purposes as of
Dec. 5, 2011, were approximately $117.4 million.

"The Company has a significant asset in its NOLs and the Board
took this prudent step to protect this asset," said Jeffrey A.
Brodsky, Chairman of the Board of Directors.

Under the Rights Plan, one right will attach to each share of
common stock of Horizon Lines.  Pursuant to the Rights Plan, if
any person or group acquires "beneficial ownership" of 4.9% or
more of the "outstanding shares" of the Company's common stock
without the Board's approval, significant dilution in the economic
interest and voting power of such person or group would occur.
For purposes of calculating percentage ownership under the Rights
Plan, "outstanding shares" of the Company's common stock will
include all of the shares of common stock actually issued and
outstanding, as well as all of the shares of common stock issuable
upon the exercise of all outstanding warrants.  The Rights Plan
also provides that a person or group will be deemed to
"beneficially own" all of the shares of the Company's common stock
that such person or group would have the right to acquire if it
had been a "U.S. Citizen".  Existing shareholders who currently
beneficially own 4.9% or more of the "outstanding shares" of
common stock will cause this dilutive event to occur only if they
acquire beneficial ownership of additional stock of the Company
in an amount in excess of 0.5% of the "outstanding shares" of
common stock.  In its discretion, the Board may exempt certain
transactions from the provisions of the Rights Plan, including if
it determines that the transaction will not jeopardize the
deferred tax assets or the transaction will otherwise serve the
Company's best interests.  The Rights Plan may be terminated by
the Board of Directors of Horizon Lines at any time prior to the
rights becoming exercisable.

The rights are not exercisable until a later date and will expire
on Aug. 27, 2015, or earlier upon the date that: (1) the Board
determines that the plan is no longer needed to preserve the
deferred tax assets or is no longer in the best interest of the
Company and its stockholders, (2) the Board determines, at the
beginning of a specified period, that no tax benefits may be
carried forward, or (3) the rights are redeemed or exchanged by
the Board pursuant to the Rights Plan.  The issuance of the rights
is not a taxable event and will not affect the Company's reported
financial condition or results of operations.

In connection with the adoption of the Rights Plan, Horizon Lines
announced that its Board of Directors has amended the Company's
bylaws to require any person or group who acquires beneficial
ownership of 4.9% or more of the "outstanding shares" of the
Company's common stock, taking into account all of the shares of
the Company's common stock that such person or group would have
the right to acquire if it had been a "U.S. Citizen", to notify
the Company of its ownership and provide certain additional
information.  These amendments are designed to enhance the
Company's ability to monitor beneficial ownership levels under the
Rights Plan.

                        About Horizon Lines

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

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

                            Refinancing

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

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

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

The Company's balance sheet at June 24, 2012, showed $620.40
million in total assets, $619.62 million in total liabilities and
$786,000 in total stockholders' equity.

                           *     *     *

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.


HOSTESS BRANDS: Silver Point Loan Maturity Extended to Nov. 30
--------------------------------------------------------------
Hostess Brands, Inc., and its affiliated debtors entered into a
third stipulation with General Electric Capital Corporation, the
prepetition revolving agent, and Silver Point Finance LLC, as
agent to the DIP lenders, regarding the Debtors' postpetition
financing facility.

The parties agree to amend the Final DIP Order to replace the
expiry of the DIP Financing to Nov. 30, 2012.  The Debtors agree
to pay $2 million to the Pre-Petition Revolving Agent, for the
benefit of the ABL Lenders, in partial payment of the outstanding
principal amount of the Revolving Loans, with the payment to be
applied by the Pre-Petition Agent without further Court order.

The parties also agree to revise the "Total Borrowing Base
Availability" provision in the Final DIP Order to provide that the
Debtors will maintain actual "Total Borrowing Base Availability"
as set forth in the line item projection of the Budget in an
amount no less than $27.5 million; provided, however, that if
actual "Total Borrowing Base Availability" drops below $27.5
million for a period of more than seven consecutive calendar days,
the Debtors will have the option of making an immediate payment to
the Pre-Petition Revolving Agent, for the benefit of the ABL
Lenders, in partial payment of the outstanding principal amount of
the Revolving Loans, in an amount sufficient to result in $27.5
million of actual "Total Borrowing Base Availability" to avoid the
occurrence of a Cash Collateral Termination Event.

Meanwhile, the Court on July 26, 2012, signed off on a Stipulation
and Agreed Order between the Debtors, the Pre-Petition Revolving
Agent, the DIP Agent and the Pre-Petition First Lien Agent
extending the Cash Collateral Termination Date until Aug. 7 from
July 31.

As reported in the Troubled Company Reporter on May 23, 2012, the
Debtors have said that the up to $75 million of secured DIP
term loan facility and access to cash collateral are necessary to
meet ongoing working capital and general business needs.  The
initial DIP lenders are Silver Point, Monarch Alternative Capital,
LP, Gannett Peak CLO I, Ltd. and Credit Value Partners, LP.  The
DIP facility will mature within the first anniversary of the
closing date.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HOSTESS BRANDS: Judge Urges Union Members to Ratify Labor Deal
--------------------------------------------------------------
Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that a bankruptcy judge urged union members to vote in favor of
the final contract offered up by Hostess Brands Inc., a proposal
both sides acknowledge represents the last hope for saving the
struggling maker of Twinkies.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HOWREY LLP: Trustee Wants to Question Ex-CFO on Firm's Demise
-------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Howrey LLP's
bankruptcy trustee on Friday asked a California federal judge for
a subpoena of the defunct firm's former chief financial officer,
saying he was "uniquely qualified" to help the trustee understand
the firm's finances and what drove it to ruin.

In a motion, Howrey Chapter 11 trustee Allan B. Diamond, a partner
at Diamond McCarthy LLP, told U.S. Bankruptcy Judge Dennis Montali
that he needed to speak with former Howrey CFO Patrick Hennessy,
Bankruptcy Law360 relates.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


KYLE STEVEN MILLER: Court Revises Plan Discharge Provision
----------------------------------------------------------
Bankruptcy Judge Robert N. Kwan took back his prior order dated
Aug. 14 confirming the Chapter 11 plan of Kyle Steven Miller and
Carmen Lorraine Miller.  The Court on its own motion reconsiders
and modifies the prior Confirmation Order on grounds that the
Confirmation Order contains language providing for a discharge of
the Debtors' prepetition debts upon confirmation of the plan.  The
Court said this is inconsistent with 11 U.S.C. Sec. 1141(d)(5).

The Second Amended Chapter 11 Plan of Reorganization states: "This
Plan provides that upon confirmation of the Plan, Debtor shall be
discharged of liability for payment of debts incurred before
confirmation of the Plan, to the extent specified in 11 U.S.C.
Sec. 1141. However, the discharge will not discharge any liability
imposed by the Plan."

11 U.S.C. Sec. 1141(d)(5)(A) provides: "(5) In a case in which the
debtor is an individual -- (A) unless after notice and a hearing
the court orders otherwise for cause, confirmation of the plan
does not discharge any debt provided for in the plan until the
court grants a discharge on completion of all payments under the
plan; . . . ."

Arguably, the Discharge may be read to be consistent with the
express terms of 11 U.S.C. Sec. 1141, including 11 U.S.C. Sec.
1141(d)(5), because the plan states that the Debtors will be
discharged "to the extent specified in 11 U.S.C. Sec. 1141."
However, the plan language states that the debtors are to be
discharged upon confirmation of the plan, which is not consistent
with the terms of the statute, and thus, the plan language
providing for the discharge of debtors upon confirmation may be
seriously misleading to the affected parties, including the
debtors and creditors.

The Court on its own motion reconsiders and modifies the
Confirmation Order and orders that the following language of the
Discharge be deleted: "This Plan provides that upon confirmation
of the Plan, Debtor shall be discharged of liability for payment
of debts incurred before confirmation of the Plan, to the extent
specified in 11 U.S.C. Sec. 1141.  However, the discharge will not
discharge any liability imposed by the Plan."

The Court further orders that in place of the deleted language,
the following language be added to Section IV.A of the Second
Amended Plan: "Pursuant to 11 U.S.C. Sec. 1141(d)(5)(A), unless
after notice and a hearing the court orders otherwise for cause,
confirmation of the plan does not discharge any debt provided for
in the plan until the court grants a discharge on completion of
all payments under the plan. Alternatively, the court may grant a
discharge pursuant to other provisions of 11 U.S.C. Sec.
1141(d)(5)."  If the Debtors or other parties wish to be heard
with respect to the reconsideration order, they may file a request
for rehearing within 14 days of entry of the order and give notice
of hearing to all affected parties pursuant to Local Bankruptcy
Rule 9013-1.

A copy of the Court's Aug. 23, 2012 Order is available at
http://is.gd/0u3OyUfrom Leagle.com.

Kyle Steven Miller and Carmen Lorraine Miller filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 12-15622) in Los Angeles
Division.


LEXI DEVELOPMENT: Lender Consents to Cash Use Until November
------------------------------------------------------------
Lexi Development Company Inc. has access to cash collateral
derived from its income until Nov. 30, 2012.  The additional
90-day period to access cash was granted pursuant to an interim
order signed by Judge A. Jay Cristol mid-August.  The lender, Lexi
North Bay LLC, has consented to the use of cash paving for the
judge's entry of his eight interim order.

North Bay will be granted an administrative expense claim to the
extent of any diminution in value of its cash collateral, as well
as replacement liens.  The Debtor has agreed to pay to North Bay
net income from the property.

The interim cash collateral order authorizes payment to an
insider.  The budget includes payments to Jerome Miller, cousin of
the Debtor's president Scott Gerenwald, who, in exchange for
acting as property manager for the Debtor, receives $2,000 per
month as a 1099 independent contractor.  Further, he has the use
of unit 1407 to live in and work from which has an approximate
value of $2,000 per month.

The initial amount of $100,000 from the sales of the Debtor's
units will be held in reserve for certain budgeted items,
including the build-out of the space subject to the lease with
North Bay Village for its City Hall.

A final hearing on the cash collateral motion is scheduled for
Nov. 29, at 10:30 a.m.

                       About Lexi Development

South Miami, Florida-based Lexi Development Company, Inc., owns
and is developing a 164 Unit, 19-story, mixed-use residential and
retail bay view condominium development at 1700 Kennedy Causeway,
North Bay Village, Florida, known as "The Lexi".  It filed for
Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. S.D.
Fla. Case No. 10-27573).  Joshua W. Dobin, Esq., at Meland Russin
& Budwick, P.A., in Miami, Florida, serves as counsel.  In its
schedules, the Debtor disclosed $22,601,336 in total assets and
$21,558,876 in total liabilities as of the Petition Date.


LIBERTY BRANDS: Avoidance Suit Survives Motion to Dismiss
---------------------------------------------------------
In the lawsuit, MICHAEL JOSEPH, as Liquidating Trustee for Liberty
Brands, LLC, Plaintiff, v. SCOTT FEIT, SJF ASSOCIATES, INC.,
NATIONAL DISTRIBUTION NETWORK, BARRY GARNER, DISCOUNT TOBACCO
WAREHOUSE, INC., A&A OF TUPELO, INC., d/b/a GLOBE DISTRIBUTING,
SUNFLOWER SUPPLY COMPANY, INC. GARY L. HALL, BENTLEY INVESTMENTS
OF NEVADA, LLC, HALL RETAINED ANNUITY TRUST I, and THE HALL FAMILY
TRUST Defendants, Adv. Proc. No. 09-50965 (Bankr. D. Del.),
Bankruptcy Judge Mary F. Walrath denied the Liquidating Trustee's
Motion for Partial Summary Judgment and the Motions of the
Remaining Defendants to Dismiss the Complaint and for Summary
Judgment on all counts related to them.

On May 8, 2009, the Liquidating Trustee filed a complaint against
numerous defendants seeking to avoid and recover certain
transfers, under theories of conversion, fraud, fraudulent
conversion, preferences, civil conspiracy, disallowance of claims,
and unjust enrichment.  The Complaint was amended on Jan. 24,
2011, to add more counts and additional defendants.  The
Liquidating Trustee settled with some of the Defendants (Scott
Feit, SJF Associates, and National Distribution Network) and
another, A&A of Tupelo, Inc., d/b/a Globe Distributing, filed a
chapter 7 bankruptcy petition staying the action against it.

On Feb. 23, certain of the Defendants, Bentley Investments of
Nevada, LLC, Hall Retained Annuity Trust I, and The Hall Family
Trust filed a Motion to Dismiss the Amended Complaint for failure
to allege sufficient facts to support the conversion, preference,
fraudulent conveyance and unjust enrichment claims against them.
On March 3, 2011, the other Defendants filed a Motion to Dismiss
the Amended Complaint contending that it failed to allege
sufficient facts to support the count for committing a fraud on
the court.

The next day, the Liquidating Trustee filed a Motion for Partial
Summary Judgment on certain of the counts against Gary L. Hall,
Barry Garner, Discount Tobacco Warehouse, Inc., Sunflower Supply
Company, Bentley, Trust I and Family Trust.  On that same date the
Remaining Defendants filed a Cross Motion for Summary Judgment.
Briefing on the Cross Motions for Summary Judgment was completed
on May 12, 2011, and the matters are ripe for decision.

A copy of the Court's Aug. 27, 2012 Memorandum Opinion is
available at http://is.gd/cdsNDRfrom Leagle.com.

                       About Liberty Brands

Headquartered in Richmond, Virginia, Liberty Brands LLC was in the
business of manufacturing, marketing and selling deeply discounted
cigarettes in the United States.  The Debtor was party to an
agreement, as a cigarette manufacturer, to make annual payments to
certain states.  When the Debtor was unable to make a required
payment to the Settling States, it filed a voluntary Chapter 11
petition (Bankr. D. Del. Case No. 07-10645) on May 10, 2007.

William David Sullivan, Esq., in Wilmington, Del., represented the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors was appointed in the case.  When the Debtor
filed for bankruptcy, it listed total assets of $9,256,685 and
total debts of $25,573,877.

Post-petition, the Debtor was unable to obtain financing or to
sell its inventory in the ordinary course of business.  The Debtor
conducted an auction of its manufacturing equipment and the sales
were approved by the Court on Nov. 5 and Dec. 12, 2007.  On Nov.
27, 2007, the Court authorized the Debtor to destroy its unsold
inventory in accordance with Tobacco Tax and Trade Bureau
procedures.  A Plan of Liquidation was proposed by settling states
which was confirmed by the Court on March 12, 2009.  Pursuant to
the Plan, Michael Joseph was appointed as the Liquidating Trustee
to administer the estate and pursue certain litigation.


LUMBER PRODUCTS: Trustee Hiring Campbell to Sell Eugene Property
----------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 Trustee of Lumber Products'
bankruptcy case, asks the Bankruptcy Court for entry of an order
approving the employment of Campbell Commercial Real Estate as
real estate broker for the Trustee.

The Chapter 11 Trustee seeks to engage the Broker to assist the
Trustee in selling the Debtor's real property located at 70 South
Bertelsen Road in Eugene, Ore.

The Chapter 11 Trustee believes the Broker is well suited for this
engagement because of its considerable experience providing real
estate brokerage, sales and marketing services in Eugene, Ore.

The Chapter 11 Trustee seeks to compensate the Broker at a
commission rate of 4% of the gross sale price of the Property,
which will be paid directly out of the proceeds from the sale of
the Property without the need for a fee application.

To the best of the Chapter 11 Trustee's knowledge, Campbell
Commercial Real Estate is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                    About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Macadam Forbes Tapped to Sell Tualatin Property
----------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 Trustee of Lumber Products'
bankruptcy case, asks the Bankruptcy Court for an order approving
the employment of the firm of Macadam Forbes, Inc., as real estate
broker for the Trustee.

The Chapter 11 Trustee seeks to engage the Broker to assist the
Trustee in selling Debtor's real property located at 19700 SW
124th Avenue in Tualatin, Ore.

The Trustee believes Broker is well suited for this engagement
because of its considerable experience providing real estate
brokerage, sales and marketing services in Tualatin, Ore.

Subject to Court approval, the Trustee seeks to compensate Broker
at a commission rate of 5% of the sale price of the Property, with
such commission to be paid directly out of the proceeds from the
sale of the Property without the need for a fee application.

To the best of the Chapter 11 Trustee's knowledge, Macadam Forbes
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                    About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Trustee Hiring Maestas to Sell Albuquerque Asset
-----------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 Trustee of Lumber Products'
bankruptcy case, asks the Bankruptcy Court for an order approving
the employment of the firm of Maestas & Ward Commercial Real
Estate, LLC, as real estate broker.

The Chapter 11 Trustee seeks to engage the Broker to assist the
Trustee in selling Debtor's real property located at 1050 18th
Street in Albuquerque, N.M.

The Chapter 11 Trustee believes Broker is well suited for this
engagement because of its considerable experience providing real
estate brokerage, sales and marketing services in Albuquerque,
N.M.

Subject to Court approval, the Trustee seeks to compensate Broker
at a commission rate of 5% of the gross sale price of the
Property, with such commission to be paid directly out of the
proceeds from the sale of the Property without the need for a fee
application.

To the best of the Chapter 11 Trustee's knowledge, Maestas & Ward
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                    About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


IMPACT SERVICES: Babcock Services Buys Equipment
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Impact Services Inc. was authorized
this week to sell the assets of the company's Fluid Tech division
for $62,500 to Babcock Services Inc. from Kennewick, Washington.

According to the report, there was an auction last week.  No buyer
was under contract in advance.  Babcock provides services for the
nuclear industry.  Impact filed a petition in May in U.S.
Bankruptcy Court in Delaware for liquidation in Chapter 7, where a
trustee was appointed.

The Bloomberg report discloses that assets for sale included a
device called a pyrolysis machine that heats waste to 1,800
degrees Fahrenheit, reducing the waste to ash and lowering the
cost of disposal.  There is a $13 million claim secured by the
assets.  The trustee said he needed to sell the assets before he
ran out of cash.

                       About Impact Services

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

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

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

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

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


M&T BANK: Fitch Affirms 'BB+' Rating on Preferred Stock
-------------------------------------------------------
Fitch Ratings has affirmed the long-term and short-term Issuer
Default Ratings (IDRs) of M&T Bank Corporation (MTB) at 'A-' and
'F1', respectively.  The Rating Outlook is Stable.

MTB has announced that it has signed a definitive agreement to
purchase Hudson City Bancorp (HCBK), based in New Jersey.

In Fitch's view the deal is a positive for both banks given the
benefits of the combined institution.  The impact to MTB's balance
sheet and financial profile is positive given that the acquisition
is accretive to earnings and capital at closing (expected in
2Q13).  MTB's Tier 1 common capital is projected to improve by 30-
40bps.  Although MTB does have a presence in New Jersey through
its commercial lending activities, the deal gives MTB a retail
franchise that fits well within its footprint.  For HCBK, the deal
addresses its challenges regarding earnings pressures and interest
rate risk.  Fitch does not rate HCBK.

Although HCBK is presently operating with higher NPLs versus its
historical averages, Fitch considers MTB's 1.5% credit mark
appropriate given it represents six years of HCBK's annualized
year-to-date NCOs at June 30, 2012.  Further, Fitch notes that
HCBK's NCOs have remained low and peaked in 2010 at 31bps.
Additionally, HCBK's residential portfolio is mainly first-lien,
with 80% of loans exposed to NJ, NY, CT, which are markets that
have experienced less real estate deprecation than other areas in
the country.

Fitch also views the premium of 12%, or 0.8x tangible book value
as a reasonable price given the forecasted revenues, positive
impact to capital, and expected cost saves of 24%.

The affirmation and Stable Outlook continue to reflect MTB's
consistently sound financial and credit performance during a
difficult operating environment.  Additionally, Fitch views the
company's solid franchise, veteran management team, and good
revenue diversification as rating strengths.

Offsetting these positives, MTB manages with capital levels lower
than its peers, although Fitch considers current capitalization to
be adequate.  In Fitch's view, MTB is able to operate with leaner
capital given strong equity generation, good asset quality, solid
reserves when compared to net charge-offs (NCOs) and moderate
dividend payout.

Nonetheless, Fitch recognizes that MTB faces some challenges
regarding Basel III.  Particularly, MTB has a large portion of
trust preferred securities in its capital structure which will
wind down, a sizeable DTA and negative impacts from its Bayview
investment and private label MBS.  However, this transaction
should help in achieving the required minimum Tier 1 Common ratio
plus countercyclical buffer in advance of required implementation
dates.

Positive momentum could result as MTB continues to build capital
up to peer averages while maintaining strong asset quality,
reserves, and earnings.  Although not anticipated, a more
aggressive approach to capital management, or should MTB announce
an acquisition in the near term that pressures current capital,
negative rating action may follow.

Fitch has affirmed the following ratings with a Stable Outlook:

M&T Bank Corporation

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Preferred stock at 'BB';
  -- Support at '5'
  -- Support floor 'NF'.

Manufacturers and Traders Trust Co

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Senior unsecured debt at 'A-';
  -- Subordinated debt at 'BBB+'
  -- Long-term deposits at 'A';
  -- Short-term deposits at 'F1';
  -- Support at '5';
  -- Support floor 'NF'.

Wilmington Trust, N.A. (formerly M&T Bank, NA)

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Long-term deposits at 'A';
  -- Short-term deposits at 'F1';
  -- Support at '5';
  -- Support floor 'NF'.

Wilmington Trust Corporation

  -- Long-term IDR at 'A-';
  -- Subordinated debt at 'BBB+';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Support at '5';
  -- Support floor at `NF'.

Wilmington Trust Company

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability at 'a-';
  -- Support at '5';
  -- Support floor at `NF'

M&T Capital Trust I - IV

  -- Preferred stock at 'BB+'

Provident Bankshares Corp.

  -- Preferred stock at 'BB'.

Provident Bank of Maryland

  -- Subordinated debt at 'BBB+'.

Provident (MD) Capital Trust I

  -- Preferred stock at 'BB+'.


MADISON MANOR: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Madison Manor, LLC
        199 Lee Avenue, #557
        Brooklyn, NY 11211

Bankruptcy Case No.: 12-46093

Chapter 11 Petition Date: August 23, 2012

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

Judge: Jerome Feller

Debtor's Counsel: Ronald M. Terenzi, Esq.
                  STAGG, TERENZI, CONFUSIONE, & WABNIK, LLP
                  401 Franklin Avenue, Suite 300
                  Garden City, NY 11530
                  Tel: (516) 812-4500
                  Fax: (516) 812-4600
                  E-mail: rterenzi@stcwlaw.com

Scheduled Assets: $2,000,000

Scheduled Liabilities: $2,220,541

The Company's list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-46093.pdf

The petition was signed by Lazar Waldman, member.


MAMMOTH LAKES: Plan Confirmation Hearing Scheduled for Dec. 10
--------------------------------------------------------------
The city of Mammoth Lakes, California, may be in line with its
target to emerge from bankruptcy by the end of the year.  The
bankruptcy judge has entered a scheduling order setting a hearing
on Dec. 10 at 10:00 a.m. to consider confirmation of the city's
Chapter 9 bankruptcy plan.

As reported in the Aug. 27, 2012 edition of the Troubled Company
Reporter, the Debtor has negotiated a settlement with the
developer whose $43 million judgment forced the resort town into
filing for Chapter 9 municipal bankruptcy.  The settlement was
reached following mediation.

As reported in the TCR on July 11, 2012, the Debtor has filed a
Chapter 9 bankruptcy plan premised on the Long-Term Financial
Forecast and Business Plan, which is the final planning document
adopted by the town council on June 20, 2012, that presents
strategies for the town to maintain a balanced operating budget,
address its debts, rebuild fiscal stability, and enable the town
to continue to provide municipal services through June 30, 2017.

The Plan involves the restructuring or discharge of:

     (a) roughly $3.3 million of publicly held and privately held
         financing obligations;

     (b) obligations to current employees;

     (c) claims of the California Joint Powers Insurance
         Authority, through which the town obtains its general
         liability, real property and workers' compensation
         coverage, for over $1.4 million owed for retroactive
         adjustment payment calculations relating to retroactive
         adjustment payment calculations relating to prepetition
         date periods;

     (d) an unsecured judgment in favor of Mammoth Lakes Land
         Acquisition LLC in the amount of $42,746,754 as of
         April 30, 2012;

     (e) claims arising from tort and breach of contract lawsuits
         against the town; and

     (f) various other unsecured claims, including $600,000 in
         debt owed to state agencies for capital improvement loans
         and claims arising from the rejection of executory
         contracts.

Under the Plan, general unsecured creditors are expected to
recover 5% to 12% of their claims.  The Plan does not impair the
town's obligations to either the California Public Employees'
Retirement System in its capacity as trustee for the pension
trusts or the town's retired workers and their dependents who are
the beneficiaries of the trusts.

                        About Mammoth Lakes

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

According to the report, the bankruptcy judge in Sacramento,
California, will hold a status conference on Aug. 29 regarding
eligibility for Chapter 9.


MAMMOTH LAKES: Settlement May Inspire More Ch. 9 Mediation
----------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that Mammoth Lakes, Calif.'s
settlement last week of the real estate dispute that drove the ski
resort town into insolvency is likely to speed up its Chapter 9
proceedings and encourage other municipalities in bankruptcy to
use mediation in conjunction with their cases, attorneys say.

The TCR reported on Aug. 27, 2012, the city of Mammoth Lakes,
California, negotiated a settlement with the developer whose $43
million judgment forced the resort town into filing for Chapter 9
municipal bankruptcy on July 3.

Bankruptcy Law360 related that the town and Mammoth Lakes Land
Acquisition LLC, its opponent in the dispute, announced the
settlement, which they attributed to mediation implemented by a
California bankruptcy court, saying they have reached a tentative
deal on MLLA's judgment against the town.

                        About Mammoth Lakes

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

According to the report, the bankruptcy judge in Sacramento,
California, will hold a status conference on Aug. 29 regarding
eligibility for Chapter 9.


MARITIMES & NORTHEAST: Moody's Cuts Sr. Unsecured Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded Maritimes & Northeast
Pipeline, LLC's ("MNE LLC") senior unsecured rating to Ba1 from
Baa3. The outlook is negative. This action concludes the review
for downgrade initiated by Moody's on April 20, 2012. The
downgrade and outlook is primarily the result of the recent
downgrade and negative outlook assigned to Repsol S.A., which
guarantees 88% of MNE LLC's capacity usage.

Ratings Rationale

MNE's Ba1 Corporate Family Rating primarily reflects the Baa3
rating of Repsol S.A., which guarantees 88% of the MNE LLC's
capacity usage, a likely end to gas production offshore Nova
Scotia which feeds MNE LLC, usual contract risk associated with
Repsol's guarantee, an uncertain future ownership for the Repsol-
controlled LNG import terminal that also partially feeds MNE LLC,
and a possible pipeline expansion to transport Marcellus gas into
the Boston market.

Repsol, through its guarantee of the contract of its subsidiary,
Repsol Energy North America ("RENA"), is ultimately committed for
approximately 88% of MNE LLC's pipeline capacity through 2034 and
responsible for approximately 86% of MNE LLC's annual revenue. In
addition, one of the pipeline's two main supply sources for
natural gas comes through the Canaport LNG facility which is owned
75% by Repsol. The one notch lower rating for MNE LLC is
attributable to general contract risk, Repsol's outlook and
overall concern about developing weakness in the underlying
Maritimes & Northeast Pipeline system fundamentals related to its
historical sources of supply of natural gas and the expected
changes in supply sources for the northeast United States market.

It has been reported that Repsol is considering the sale of its
global LNG business to generate funds to reduce overall
indebtedness. Moody's expects that such a sale would include
Repsol's majority interest in the Canaport LNG facility and might
involve an attempt to renegotiate or mitigate Repsol's long term
exposure to MNE LLC. The outcome for MNE LLC could potentially be
credit positive or credit negative depending on the ultimate
counterparty risk.

At the same time, the underlying pipeline fundamentals for the
full Maritimes & Northeast Pipeline system are weakening, causing
Moody's to place much greater reliance on the strength of
counterparties and related contractual commitments and support
agreements. The initial pipeline was developed as a project
financing with multiple levels of support provided through
contractual agreements with investment grade sponsors and
counterparties. As the primary source of natural gas supply, the
Sable Offshore Energy Project, nears the end of its economic life
earlier than originally expected without certainty as to
replacement supply and the system's primary Boston/New England
market looks vulnerable as early as 2016 with the possible
expansion of the Algonquin Pipeline System to move Marcellus shale
gas into the Boston area; MNE LLC's ability to maintain cash flow
and coverage ratios falls to the pipeline's contractual
underpinnings currently with mainly investment grade
counterparties.

Outlook

The outlook is negative, given the negative outlook assigned to
Repsol S.A.

What Could Change The Rating Up

The rating could be upgraded if the primary contracting party,
either Repsol or another firm, were to be rated Baa2 or better,
accompanied by greater clarity regarding the pipeline's future
utility.

What Could Change The Rating Down

Alone or in combination, the following would put downward pressure
on the rating:

Any further material deterioration in the credit quality of Repsol
as guarantor of RENA's contractual obligations or any material
change to the Firm Service Agreement that is detrimental to MNE
LLC.

A material increase in operating expenses that squeeze operating
margins and reduces coverage ratios.

Principal Methodology

The principal methodology used in this rating was Natural Gas
Pipelines published in December 2009.

Maritimes & Northeast Pipeline is a natural gas pipeline system
primarily owned by Spectra Energy (78%). MNE LLC operates the US
portion which runs from Maine to Massachusetts. The Canadian
portion is operated by MNE LP and runs from Nova Scotia to Maine.
The pipeline's original purpose was to transport natural gas from
offshore Nova Scotia to markets in Atlantic Canada and the
northeast US. The US portion also benefits from LNG supply from
the Canaport Terminal near St John, New Brunswick. Canaport is
owned 75% by Repsol S.A. The US and Canadian portions have
capacity of 833,000 Dth/day and 550,000 Dth/day, respectively.


MARY HAD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mary Had a Little Ram, LLC, a Tennessee limited liability
        company
        2117B Weaver Pike
        Bristol, TN 37620

Bankruptcy Case No.: 12-51542

Chapter 11 Petition Date: August 23, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Mary Foil Russell, Esq.
                  HALE, LYLE & RUSSELL
                  P.O. Box 274
                  Bristol, TN 37621-0274
                  Tel: (423) 989-6555
                  Fax: (423) 989-6550
                  E-mail: mrussell@halelyle.com

Scheduled Assets: $1,956,100

Scheduled Liabilities: $3,613,353

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/tneb12-51542.pdf

The petition was signed by Russell A. Morrell, sole
member/manager.


MDU COMMUNICATIONS: Whetstone Capital Discloses 5.1% Equity Stake
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Whetstone Capital, LP, disclosed that, as of Aug. 16,
2012, it beneficially owns 291,465 shares of common stock of MDU
Communications International, Inc., representing 5.14% of the
shares outstanding.  A copy of the filing is available at:

                       http://is.gd/zsDTzJ

                            About MDU

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital voice and other information and communication
services to residents living in the United States multi-dwelling
unit ("MDU") market - estimated to include 26 million residences.

The Company's balance sheet at June 30, 2012, showed $21.2 million
in total assets, $33.2 million in total liabilities, and a
stockholders' deficit of $12.0 million.

"Our ability to continue to operate our business is substantially
dependent on our ability to raise additional capital in the near
term," the Company said in its quarterly report for the period
ended June 30, 2012.  "We are actively pursuing a number of
possible funding options, but there can be no assurance that these
efforts will be successful.  Our expected continued losses from
operations and the uncertainty about our ability to obtain
sufficient additional capital raise substantial doubt about our
ability to continue as a going concern."


MF GLOBAL: Holdings Trustee Seeks Settlement Talks
--------------------------------------------------
Aaron Lucchetti, writing for The Wall Street Journal, reports
Louis Freeh, the trustee for bankrupt securities firm MF Global
Holdings Ltd., called for settlement talks with other bankruptcy
administrators in the U.S. and U.K. amid a clash over how to
recover money for the company's customers and creditors.

WSJ says the proposal was made by Mr. Freeh in a court filing
Wednesday afternoon that also outlined his opposition to a plan by
a separate trustee, James Giddens, to join several plaintiff
lawsuits against former MF Global officials.

WSJ notes the move by Mr. Freeh, a former director of the Federal
Bureau of Investigation, comes one month after he submitted
congressional testimony projecting that the various estates had
enough money to pay back customers.  Both steps indicate that Mr.
Freeh, whose interests as parent-company trustee have sometimes
diverged from lawyers trying to recover money for MF Global
customers, is looking to find ways to unlock the logjam.

Mr. Giddens was appointed to represent the customers of MF
Global's U.S. brokerage operation, while Mr. Freeh, as trustee for
the parent company, represents the company's creditors, which
include hedge funds and banks such as J.P. Morgan Chase & Co.

WSJ recounts Mr. Giddens has argued that customers of the firm's
U.S brokerage arm, which include farmers, ranchers and other
commodity market players, have about $1.6 billion missing from
their accounts. Much of that money is tied up overseas or at other
financial institutions. Mr. Giddens is trying to get some of it
back by joining plaintiff lawsuits against former MF Global
executives including Mr. Corzine.

Mr. Freeh opposed that idea, but added in a 15-page filing that
the trustees should try to get in a room and settle all their
issues, rather than sue each other and piling up legal bills that
ultimately take away money from customers and creditors.


MOUNTAIN PROVINCE: Gahcho Kue Enviro. Impact Review in Final Steps
------------------------------------------------------------------
Mountain Province Diamonds Inc. announced that the Mackenzie
Valley Environmental Impact Review Board has provided details of
the final steps for the Gahcho Kue environmental impact review.
The Gahcho Kue diamond mine is a joint venture between De Beers
Canada (51%). and Mountain Province Diamonds (49%).

Key dates include:

1. Sept. 13, 2012   - Final responses to information requests;
2. Oct. 22, 2012   - Technical report due date;
3. Nov. 1, 2012   - Pre-hearing conference; and
4. Dec. 4-7, 2012   - Public hearing.

Patrick Evans, Mountain Province President and CEO commented:
"With approximately three months to the final public hearing, we
are very pleased with the excellent progress that has been made.
The participants in the environmental review have focused on
ensuring that the Gahcho Kue diamond mine meets the highest
possible social and environmental standards."

Mr. Evans added, "Gahcho Kue will be the fourth diamond mine in
Canada's Northwest Territories.  Based on current plans,
production at Gahcho Kue will commence at a time when some of the
existing mines will see declining production.  The strength of
Canada's diamond industry in the Northwest Territories depends on
the timely permitting and construction of Gahcho Ku‚."

                      About Mountain Province

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

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

The Company's balance sheet at June 30, 2012, showed C$62.54
million in total assets, C$12.79 million in total liabilities and
C$49.74 million total shareholders' equity.

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


MSR RESORT: Wins Conditional OK to Nix Hilton Deals for $124-MM
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Sean H. Lane issued an order Monday conditionally allowing
MSR Resort Golf Course LLC to reject property management
agreements with a Hilton Worldwide Inc. unit and officially
pegging damages associated with the rejection at about $123.8
million.

Judge Lane issued the order estimating the damages resulting from
the rejection of the management agreements with Hilton unit
Waldorf-Astoria Management LLC, spelling out for the first time
the full damages amount and how much MSR must pay to cancel
agreements, Bankruptcy Law360 reports.

                         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.


MUSCLEPHARM CORP: Inks Indemnification Agreements with D&Os
-----------------------------------------------------------
MusclePharm Corporation entered into separate indemnification
agreements with each of its current directors and certain
officers, including the named executive officers, namely Brad J.
Pyatt, Donald W. Prosser, Gordon G. Burr, Mark E. Groussman, John
H. Bluher, Cory J. Gregory, Jeremy R. DeLuca, Lawrence S. Meer and
Lewis Gary Davis.  The Company's Board of Directors previously
approved the form of Indemnification Agreement that was entered
into with each of these individuals.

The Indemnification Agreement generally provides that the Company
will, to the fullest extent permitted by applicable law, indemnify
each indemnitee in accordance with and subject to the terms of the
Indemnification Agreement.  In addition, the Indemnification
Agreement provides for the advancement of expenses incurred by the
indemnitee in connection with any covered proceeding to the
fullest extent permitted by applicable law.  The rights provided
by the Indemnification Agreement are in addition to any other
rights to indemnification or advancement of expenses to which the
indemnitee may be entitled under applicable law, the Company's
articles of incorporation or bylaws, or otherwise.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at Dec.
31, 2011.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $15.73 million in total liabilities, and a
$11.01 million in total stockholders' deficit.


NEW YORK TIMES: Moody's Changes Ratings Outlook to Stable
---------------------------------------------------------
Moody's Investors Service changed The New York Times Company's
rating outlook to stable from positive and upgraded the company's
speculative-grade liquidity rating to SGL-1 from SGL-2. The
outlook change reflects Moody's view that NY Times' debt-to-EBITDA
leverage will remain in line with the existing ratings over the
next year even assuming the company utilizes a portion of its
sizable cash balance to reduce debt and for acquisitions. The
stable rating outlook also reflects Moody's opinion that revenue
pressure will persist. NY Times' B1 Corporate Family Rating (CFR)
and B1 senior unsecured note ratings are not affected.

Outlook Actions:

  Issuer: New York Times Company (The)

    Outlook, Changed To Stable From Positive

Upgrades:

  Issuer: New York Times Company (The)

     Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

Ratings Rationale

NY Times' announced sale of the About Group (About) to IAC for
$300 million will increase its gross debt-to-EBITDA leverage to
approximately 5.7x (LTM 6/24/12 incorporating Moody's standard
adjustments and excluding the earnings of About and the regional
newspaper group) and add to its already sizable cash position
($570 million as of 6/24/12). Moody's anticipates NY Times will
utilize the cash for a combination of debt reduction (including
pension contributions), investments/acquisitions and shareholder
distributions but there is a high level of uncertainty regarding
the allocation among these uses. A wide range of leverage outcomes
are possible given that net debt-to-EBITDA of roughly 3x
(incorporating Moody's standard adjustments and excluding the
earnings of About and the regional newspaper group) is
considerably lower than the 5.7x gross leverage level.

Moody's expects NY Times' gross debt-to-EBITDA leverage will fall
meaningfully as the company deploys the cash, but does not expect
in the near term the company will reduce and sustain debt-to-
EBITDA leverage in the mid to low 3x range that would be necessary
for an upgrade. This is based on Moody's view that NY Times could
take several years to deploy its cash balance, that a portion of
the cash will be used in a manner that does not reduce leverage,
and that ongoing erosion of print revenue will pressure EBITDA.
The sale of About combined with the disposition of the regional
newspapers earlier in 2012 negatively reduces NY Times' EBITDA by
roughly 25% and the company's revenue diversity.

Moody's believes NY Times will likely begin to deploy its cash
after incoming CEO Mark Thompson (expected to start in November)
has a chance to review strategic plans with the board. NY Times
may be comfortable holding a sizable cash position until economic
uncertainty diminishes as a primary objective of the board is to
preserve liquidity and the viability of the company's news and
information industry leadership. Moody's nevertheless expects the
company will introduce a modest recurring dividend in 2013 and to
consider other cash distributions to shareholders. High early
redemption costs on most of NY Times' funded debt (aside from $75
million of medium term notes due in September 2012) will likely
limit the amount of debt repayment until its senior notes mature
in 2015 ($250 million) and 2016 ($225 million), although sizable
pension contributions are expected over the next 12 months.

The About sale is another step under the current board to shed
assets (previous sales included television and radio stations, the
company's regional newspapers and its stake in Fenway Sports
Group) and retrench toward the core The New York Times
newspaper/digital operations. NY Times indicated as part of its
recent CEO appointment announcement that it would focus on growing
its business, digital innovation and international expansion.
Moody's expects these efforts will involve a mix of organic
investments and acquisitions, and be focused on the core New York
Times newspaper operations as a reversal of the retrenchment in
recent years is not anticipated.

NY Times' B1 CFR reflects its significant global news and
information infrastructure that supports high quality content and
strong brand names, the long-term pressure on print newspaper
revenue, and its high leverage. The company generates the majority
of its revenue from newspapers and companion digital assets. The
content appeals to a large and affluent customer base that is
attractive to advertisers. However, revenue is under significant
long-term pressure due to heightened competition from digital news
and information content providers and is also vulnerable to
cyclical downturns. The transition to a more digital-oriented
revenue base is disruptive as circulation and advertising rates
are lower than existing print rates. Debt-to-EBITDA leverage is
high, particularly for an industry that Moody's believes should be
conservatively levered given the cyclicality and long-term
competitive challenges. Moody's believes the company is targeting
a lower leverage level and maintains a sizable cash balance that
Moody's expects will in part be utilized to reduce debt (including
the pension) and leverage.

The upgrade of the speculative-grade liquidity rating to SGL-1
reflects the incremental flexibility provided by the build-up of
cash through free cash flow generation and asset sale proceeds.
Cash and investments are expected to be roughly $850 million
following completion of the About sale, which provides
considerable internal resources relative to cash needs. Moody's
expects NY Times to fund its $75 million September 2012 MTN
maturity and required pension contributions ($50 million range)
from cash. Moody's anticipates NY Times will make a sizable
discretionary pension plan contribution by the end of 2012 and
initiate a modest dividend in 2013. The company is not reliant on
its $125 million asset-based revolver over the next 12 months and
there is significant EBITDA cushion within the minimum 1.0x fixed
charge coverage ratio, although Moody's does not expect
availability to fall below the level (15% of the commitment) that
would trigger the covenant requirement.

The stable rating outlook reflects Moody's view that the U.S.
economy will continue to grow modestly, NY Times will aggressively
manage its cost structure, and the company will deploy a portion
of its sizable cash balance to reduce debt-to-EBITDA leverage to a
mid 4x range or lower within the next year.

Debt-to-EBITDA leverage sustained above 4.5x or free cash-to-debt
below 7.5% due to revenue weakness, acquisitions, or cash
distributions to shareholders could lead to a downgrade.
Deterioration in liquidity including diminished cushion to meet
debt maturities and pension contributions could also result in a
downgrade.

An easing of revenue pressure and debt reduction that leads to
debt-to-EBITDA sustained in a mid to low 3x range or lower and
free cash flow sustained above 10% of debt could lead to an
upgrade. The company would also need to maintain a good liquidity
position including sufficient cash, projected free cash flow and
unused revolver capacity to fund maturities and required pension
contributions to be considered for an upgrade.

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

NY Times, headquartered in New York, NY, operates newspapers
including The New York Times (The Times), the International Herald
Tribune and The Boston Globe, as well as various information
services and web sites including NYTimes.com. Revenue for the LTM
ended 6/24/12 pro forma for the Regional Media and About Group
sales was approximately $2 billion.


NORTEL NETWORKS: Alvarez & Marsal May Hire Subcontractors
---------------------------------------------------------
The U.S. Bankruptcy Court approved a stipulation between Nortel
Networks, Inc., et al., Nortel Networks' official committee of
retired employees and the official committee of long-term
disability participants, to retain Alvarez & Marsal Healthcare
Industry Group as financial advisor.

Under the terms of the stipulation, in connection with the
actuarial services to be provided by A&M, from time to time A&M
may utilize the services of Vincent Bodnar and other employees of
DaVinci Consulting Group, as subcontractors to perform a portion
of the services described in the Engagement Letter.  DaVinci's
fees and expenses will be included with request for fees and
expenses by A&M without any mark-up or profit to A&M on account of
such fees and expenses.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.


NP GAS: Chapter 11 Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: NP Gas Inc.
        2540 E. La Palma Avenue
        Anaheim, CA 92806

Bankruptcy Case No.: 12-20018

Chapter 11 Petition Date: August 23, 2012

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

Judge: Scott C. Clarkson

Debtor's Counsel: Richard E. Dwyer, Esq.
                  LAW OFFICE OF RICHARD DWYER
                  18101 Von Karmen Avenue, Suite 330
                  Irvine, CA 92612
                  Tel: (747) 224-7956
                  Fax: (888) 370-4593
                  E-mail: attorneyricharddwyer@gmail.com

Scheduled Assets: $0

Scheduled Liabilities: $1,830,496

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/cacb12-20018.pdf

The petition was signed by Naresh Patel, CEO.


OCEAN DRIVE: Cavalier Hotel Miami Files for Chapter 11
------------------------------------------------------
Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

The Debtors own the Cavalier Hotel located directly Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  Cavalier has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.

Ocean Drive estimated at least $10 million in assets and
liabilities.  Cavalier Hotel estimated under $50,000 in assets and
at least $10 million in liabilities.

The Debtors are represented by:

         Nicholas B. Bangos, Esq.
         100 SE 2 St #2600
         Miami, FL 33131
         Tel: (305) 375-9220
         Fax: (305) 375-8050
         E-mail: nbangos@diazreus.com


OWENS-ILLINOIS INC: Fitch Withdraws Ratings on All Loan Classes
---------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn all of its
ratings on Owens-Illinois Inc.'s (OI) and its subsidiaries as
follows:

Owens-Illinois Inc.

  -- IDR at 'BB';
  -- Senior unsecured notes at 'BB-'.

Owens Brockway Glass Containers Inc. (OBGC);

  -- IDR at 'BB';
  -- $900 million revolving credit facility at 'BBB-';
  -- $600 million secured term loan A at 'BBB-';
  -- Senior unsecured notes at 'BB+'.

OI European Group, B.V.;

  -- IDR at 'BB';
  -- EUR200 million secured term loan B at 'BBB-';
  -- Senior unsecured notes at 'BB+'.

The Rating Outlook is Stable.

Fitch will no longer provide rating coverage of OI.


PATRIOT COAL: Debtor, Committee Want Case to Remain in New York
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp., the official creditors'
committee, and secured lenders lined up in opposition to the idea
of moving the coal producer's bankruptcy reorganization from
Manhattan to Charleston, West Virginia.

According to the report, the bankruptcy judge will decide after a
Sept. 11 hearing whether the case should stay in New York or move.
Patriot said in papers filed Aug. 27 that New York "is the single
most convenient and cost-effective forum" for the St. Louis-based
company, creditors and their professionals.  Patriot and its
supporters all argue that the company's choice of New York is
entitled to "great weight" and those wanting transfer failed to
carry their "heavy burden."

According to the report, motions to transfer the case to West
Virginia were filed by the U.S. Trustee in New York, the
mineworkers' union, and several insurance companies that posted
bonds.  The company countered by saying that New York is more
convenient for the union, which is based in Washington.  One of
the secured lenders said that the bonding companies' potential
debt is "insignificant" compared with the debt owing to senior
lenders.  A lenders' agent said that "parties with the greatest
economic interest in these cases are not seeking to transfer
venue."

Bloomberg relates that those seeking to move the case pointed out
that Patriot had no connections with New York for venue purposes
until two subsidiaries were incorporated in New York within five
weeks of bankruptcy.

Patriot responded by saying that Congress made the use of a
subsidiary's state of incorporation a proper basis for lodging a
large Chapter 11 reorganization.  Patriot argued in its brief that
Congress on several occasions refused to change the law and
preclude use of a small subsidiary's location as the basis for
venue in a large case.

Jeffrey Tomich at St. Louis Post Dispatch reports the U.S. Trustee
for Region 2, Tracy Hope Davis, didn't specify another court just
that it should be moved from New York "in the interest of
justice."

St. Louis Post Dispatch notes that under bankruptcy law, a company
can file for bankruptcy in a district where it is domiciled or
where the case of an affiliate is pending.  Patriot's filing in
New York meet the requirement because two of its affiliates --
Patriot Beaver Dam Holdings LLC and PCX Enterprises Inc. -- are
headquartered in New York.

St. Louis Post Dispatch relates that both subsidiaries were
created just 38 days before Patriot sought Chapter 11 protection,
and expressly for the purpose of being able to land the case in
the Southern District of New York, as parties seeking the venue
change argued, along with the U.S. Trustee.

"Although there are nearly 100 affiliated debtors in the Patriot
Coal cases, as recently as six weeks before the bankruptcy
filings, not a single (then existing) Patriot company satisfied
any of the requirements" for filing a bankruptcy case in New York,
St. Louis Post Dispatch quotes the U.S. Trustee as saying.

According to Bloomberg, Patriot also argued that a New York
bankruptcy judge didn't properly follow the law in sending the
reorganization of Winn-Dixie Stores Inc. to Florida, where the
supermarket chain was based.  The company also noted that Winn-
Dixie didn't oppose moving the case.

The Bloomberg report disclosed that although Patriot is based in
St. Louis, eight of the 12 mines are in West Virginia, according
to the union.  If the bankruptcy judge in New York decides to move
the case, she might decide St. Louis is a better venue than
Charleston.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal 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.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Shareholders Want Equity Committee Appointed
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Patriot Coal Corp.
shareholders asked a New York bankruptcy judge Monday to appoint
an equity holders committee in the case, saying there should be
significant recovery for equity but that shareholders must have a
voice in the case to protect their rights.

Common stock holders CompassPoint Partners LP, Frank Williams and
Eric Wagoner submitted the motion asking U.S. Bankruptcy Judge
Shelley C. Chapman to direct the U.S. trustee to appoint an
official committee of equity securities holders, according to
Bankruptcy Law360.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal 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.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PMI GROUP: Authorized to Expand Scope of Ernst & Young Employment
-----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized The PMI Group Inc., to employ
Ernst & Young LLP to provide audit and financial reporting
services related to the benefit plans, nunc pro tunc to Aug. 10,
2012.

As reported in the Troubled Company Reporter on March 25, 2012,
the Hon. Brendan L. Shannon authorized The PMI Group Inc., to
employ Ernst & Young LLP as financial reporting advisor and tax
service provider effective as of April 14, 2012.

                        About The PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


POYNT CORPORATION: Creditor Protection Expires Aug. 30
------------------------------------------------------
Poynt Corporation disclosed that the Court of Queen's Bench of
Alberta granted an order extending its creditor protection until,
Aug. 30, 2012.  The extension will allow the Company additional
time to work towards closing additional debtor-in-possession
financings.

Hardie & Kelly Inc. of Calgary, Alberta, is the trustee appointed
for the Company's Notice of Intention to File a Proposal under the
Bankruptcy and Insolvency Act (Canada).

                      About Poynt Corporation

Poynt Corp. -- http://about.poynt.com/-- is a global leader in
the mobile local advertising space.  Its Location Based Search
(LBS) and advertising platform, Poynt, enhances a user's ability
to connect with the people, businesses and events most important
to them. Poynt is available on Android, iPhone, Windows Phone and
Nokia devices, along with BlackBerry smartphones and BlackBerry
PlayBook Tablets in Canada, the United States, Europe, India and
Australia.


PRATT, WV: In the Brink of Receivership on Poor Management
----------------------------------------------------------
Metro News reports that Kanawha County, West Virginia Commissioner
Dave Hardy said it's very disappointing to even have to consider
dissolving his hometown of Pratt.  The county commission has
instructed its attorney to look into dissolution or possible
receivership for the 107-year-old town, according to Metro News.

Metro News notes that Mr. Hardy said the county continues to
discover examples of poor management or dishonesty within the town
in eastern Kanawha County.  The commission learned there is more
than $140,000 in federal government tax liens against the town and
its water system for not paying federal tax withholding for
employees, Metro News relates.

Metro News says that Commissioner Hardy said you combine that with
other recent news of missed state retirement board payments for
Pratt employees and it points toward an uncertain future.

"We've got a huge problem there. . . . The town is insolvent,
that's obvious and I don't think under any circumstances the town
is going to come up with 140-thousand dollars in cash," the report
quoted Mr. Hardy as saying.

The report notes that Mr. Hardy added it wouldn't be fair to the
county's other 12 municipalities for the county commission to bail
Pratt out even if the county had the money in its budget.

A top priority of the county commission is to save Pratt's water
system, the report notes.

Commissioner Hardy said it's time for city leaders to come clean
and pass on any other bad financial news, the report adds.


RAHWAY HOSPITAL: S&P Revises Outlook on 'BB' Rating for 1998 Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its 'BB'
rating on New Jersey Health Care Facilities Financing Authority's
series 1998 revenue bonds, issued for Rahway Hospital, to stable
from negative.

At the same time, the rating service affirmed its 'BB' rating on
the series 1998 revenue bonds.

"The outlook revision reflects Standard & Poor's assessment of the
hospital's continued improvement in operating performance with a
return to profitability in fiscal 2011, as well as continued and
significant improvement through the second quarter of fiscal 2012,
ended June 30. The outlook revision also reflects the rating
service's view of management's ability to manage expenses compared
to revenue, which decreasing volume has recently pressured," S&P
said.

"We, however, believe it will become increasingly difficult for
management to cut expenses further. Therefore, we could consider a
lower rating if revenue continues to decrease at the current rate
or if progress toward maintaining 2x debt service coverage is not
possible," said Standard & Poor's credit analyst Margaret
McNamara. "The hospital's inability to maintain cash in excess of
debt or if volume stabilization were to stall could also lead to
our lowering the rating. A higher rating is very unlikely at this
time due to Rahway's light balance sheet and operational
pressure."

More specifically, the rating reflects Standard & Poor's opinion
of Rahway's:

-- Continued improvement, highlighted by profitable operations in
    fiscal 2011 and much stronger operations through June 30,
    2012, generating strong maximum annual debt service coverage;

-- Balance sheet that is commensurate with a speculative-grade
    rating, characterized by higher leverage at 64% and 80 days'
    cash on hand;

-- Three years of sharp volume decreases.  There, however,
    appears to be some stabilization through the second quarter of
    2012; and

-- Location in a competitive northern New Jersey market with a
    challenging payor mix.

A gross revenue pledge and a mortgage on the hospital secure the
bonds.


RAVENWOOD HEALTHCARE: Has Access to Cash Collateral Until December
------------------------------------------------------------------
Ravenwood Healthcare Inc. obtained from Bankruptcy Judge Douglas
D. Dodd a final order authorizing it to use cash collateral until
Dec. 31, 2012.

The final order says the Debtor's authority granted under a prior
interim order to obtain short-term, non-interest bearing,
unsecured advances from Foundation Health Services, Inc. or
Carrollwood Health Foundation, Inc. for the purpose of covering
temporary shortfalls, and to repay such advances from revenues at
any time and from time to time, in the ordinary course of business
is continued in effect, provided that the advances shall not
exceed $150,000 in the aggregate.

Carrollwood and Wells Fargo Bank, National Association, assert an
interest in the Debtor's cash.  Carrollwood in 2007 purchased from
National Century Financial Enterprises, Inc., a $1.1 million note
secured by a first lien on the Debtor's accounts receivable and
proceeds.  Wells Fargo is the trustee for the holders of
prepetition bonds issued in 1996 currently having a balance due in
the aggregate amount of $20 million.  Wells Fargo claims a second
lien on the Debtor's cash and accounts receivable, inferior only
to the lien securing the NCFE Plan Note.

                    About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RAVENWOOD HEALTHCARE: Proposes to Borrow $1-Mil. From Naples
------------------------------------------------------------
Ravenwood Healthcare, Inc., d/b/a Harborside Nursing and
Rehabilitation Center, filed an emergency motion to obtain debtor-
in-possession financing from Naples Lending Group, L.C.

Naples has agreed to provide the Debtor funding of up to
$1,000,000.  The loan will bear interest at 7.75% per annum and
will mature in six months.  In an event of default, interest rate
would be the lower of (a) 24% or (b) the maximum effective
interest rate allowable under applicable state or federal law.

At this time, the Debtor's cash requirements far exceed its
current revenues and the short-term financing available under the
final cash collateral order is insufficient to remedy the
deficiency.

As part of the credit agreement, Naples agreed to provide the
Debtor at least $200,000 by July 31, to fund the payroll and the
purchase of the residents' food and critical supplies.  The
bankruptcy judge on July 27 signed an interim order authorizing
the DIP financing.

The Debtor's ability to operate its skilled care facility is
dependent upon, inter alia, certification by state regulatory
agencies.  Deficiencies cited, following the government's Safety
Survey of the facility between Feb. 29, 2012 and March 2, 2012,
have prompted the immediate need for improvements, repairs and
maintenance to the facility.

The Debtor said that according to the deficiency citations, the
state and federal certifications necessary for continued
operations will be withdrawn, without further action by any party,
if implementation of an approved plan of correction is not
underway by Sept. 1, 2012

The Debtor said in the court filing it has solicited financing
options from multiple lenders including: (a) The Receivables
Exchange in New Orleans; (b) Gemino Health Care Financing in
Philadelphia; (c) General Capital Partners LLC in Denver; (d)
Healthcare Finance Group, LLC; (e) Muneris Capital Group, LLC;
and, (f) Healthcare Capital Investors.

The Debtor is granting Naples (a) claims having priority over any
and all administrative expenses of the kinds specified in sections
503(b) and 507(b) of the Bankruptcy Code; and, (b) first priority
liens on all property of the Debtor's estate pursuant to 11 U.S.C.
Sec. 364(d)(1).

                  Facility Has Potential Buyers

The Debtor, through RBC Capital Markets LLC, is actively marketing
its skilled care facility for sale and at this time is aware of at
least seven potential purchasers for the facility.  The parties'
interest in the facility, however, is contingent upon its existing
patient census.  If closed, the facility will become one of
several of its type, i.e., an older, non-operating medical
facility currently marketed for sale in a weak real estate market.
RBC reports that it is not unusual for such properties to remain
on the market in excess of one year before a sale can be
accomplished.

                    About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RESIDENTIAL CAPITAL: SEC Probes Possible Mortgage Fraud
-------------------------------------------------------
Andrew Ackerman and Andrew R. Johnson at Dow Jones' Daily
Bankruptcy Review reports that the Securities and Exchange
Commission is investigating the bankrupt mortgage subsidiary of
Ally Financial Inc., as part of a probe into possible fraud
related to the unit's loan-origination and underwriting practices.

                     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.

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.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

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).


REX VENTURE: Zeek Investors to Get Some of Their Money Back
-----------------------------------------------------------
MyFox8.com reports that Kenneth Bell, a lawyer in charge of the
receivership of Zeek Rewards in Lexington, North Carolina, said
that Zeek R investors will get some of their money back, but it
will likely be awhile.

The Washington D.C. based lawyer said at this point he is focused
on collecting as much money as he can, according to the report.

The report relates that Mr. Bell said he and his colleagues have
already gotten a substantial amount.

"I think we can perhaps get quite a bit more. . . .Then the
process begins of if we can find the things that weren't readily
available or obvious to the SEC or us," the report quoted Mr. Bell
as saying.

The report notes that Mr. Bell said the best thing Zeek investors
can do now is to stop emailing and calling him. He said he is
trying to work as quickly as possible to collect money, and
responding to thousands of victims is taking too much time.

The report discloses that Mr. Bell said he would soon put a refund
claim form on the Web site http://www.zeekrewardsreceivership.com/
for victims to detail their losses.  Victims can keep going to the
website for updates.

Mr. Bell called Zeekler a Ponzi scheme, but Zeek Rewards still has
some supporters, the report says.

                       Zeek Receivership

On Aug. 17, 2012, the Securities and Exchange Commission filed a
Complaint in United States District Court, Western District of
North Carolina, Charlotte Division, against Rex Venture Group, LLC
d/b/a ZeekRewards.com, and Paul R. Burks.  The SEC alleges that
Rex Venture and and Burks fraudulently offered and sold securities
in an unregistered offering as part of a combined Ponzi and
pyramid scheme.

On Aug. 17, 2012, Judge Graham C. Mullen issued an Order
appointing Kenneth D. Bell of McGuireWoods LLP as temporary
receiver for Rex Venture Group, LLC d/b/a ZeekRewards.com. The
Aug. 17 order directs the Receiver to, among other things, take
control and possession of and to operate the Receivership Estate,
and to perform all acts necessary to conserve, hold, manage and
preserve the value of the Receivership Estate.

The Receiver said that at this time there is no claims process and
no distribution.  The Receiver is currently gathering ZeekRewards
investment history and harmed investor information from the
Defendants in an effort to facilitate the claims process and
subsequent distribution to harmed investors.

The SEC claimed that since January 2011 through the filing of the
charges, the Zeek Rewards and its operators have raised more than
$600 million from 1 million investors nationwide and overseas by
making unregistered offers and sales of securities through the
Zeek Rewards Web site in the form of Premium Subscriptions and VIP
Bids.

But unbeknownst to its investors, Zeek Rewards is, in reality, a
massive Ponzi and pyramid scheme.  Approximately 98% of Zeek
Rewards' total revenues, and correspondingly the purported share
of "net profits" paid to current investors, are
comprised of funds received from new investors.

Defendants at the time of the filing of the suit allegedly held
approximately $225 million in investor funds in approximately 15
foreign and domestic financial institutions.


RONDAXE PROPERTIES: Case Summary & 2 Unsecured Creditors
--------------------------------------------------------
Debtor: Rondaxe Properties, LLC
        2 Main Street
        Penn Yan, NY 14527

Bankruptcy Case No.: 12-21401

Chapter 11 Petition Date: August 23, 2012

Court: U.S. Bankruptcy Court
       Western District of New York (Rochester)

Judge: Paul R. Warren

Debtor's Counsel: Peter D. Grubea, Esq.
                  LAW OFFICE OF PETER D. GRUBEA
                  482 Delaware Avenue
                  Buffalo, NY 14202
                  Tel: (716) 853-1366
                  Fax: (716) 853-1378
                  E-mail: grubealaw@hotmail.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nywb12-21401.pdf

The petition was signed by Craig Foster, managing member.


ROTECH HEALTHCARE: Moody's Cuts Corp. Family Rating to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service downgraded Rotech Healthcare, Inc.'s
Corporate Family Rating to Caa3 from B3 and Probability of Default
Rating to Caa3 from B2. Concurrently, the ratings on the
$230 million senior secured 1st lien notes were lowered to B3 from
B1 and the $290 million senior secured 2nd lien notes were lowered
to Ca from Caa1. The company's Speculative Grade Liquidity Rating
was lowered to SGL-4 from SGL-3 and the outlook is stable. The
equalization of the CFR and PDR reflects Moody's revised estimates
on recovery values.

This rating action is based on Moody's expectation that Rotech's
liquidity and credit metrics -- which are already weak -- will
deteriorate further over the next few quarters. Moody's expects
continued top-line pressure from Medicare reimbursement cuts in
2013. And with the company's cash balance at less than half
Moody's original expectation, the rating agency estimates that
Rotech will be free cash flow negative through 2013, with
negligible liquidity to maintain its capital expenditure
requirements and possibly interest payments. This creates a
situation where, given current and expected levels of operating
performance and capital structure, there is material probability
of default over the next year.

Ratings downgraded and LGD point estimates revised:

Rotech Healthcare, Inc.:

Corporate Family Rating to Caa3 from B3;

Probability of Default Rating to Caa3 from B2;

$230 million senior secured 1st lien notes to B3 (LGD 2, 19%)
from B1 (LGD 3, 38%);

$290 million senior secured 2nd lien notes due 2018 to Ca (LGD 5,
73) from Caa1 (LGD 5, 85%);

Speculative Grade Liquidity Rating to SGL-4 from SGL-3;

The outlook is stable.

Ratings Rationale

The Caa3 CFR reflects Moody's view that Rotech's capital structure
is unsustainable as the company's profitability and cash flow is
expected to deteriorate further from lower Medicare reimbursement
rates, challenges associated with rising bad debt expenses and a
longer receivable collection cycle. Rotech maintains a modest-
sized revolver, which Moody's believes the company has limited
access to, given its tight covenant. Moreover, the company is
likely to remain highly leveraged given Moody's expectation of
declining EBITDA over the next twelve to eighteen months.

These risks are somewhat mitigated by Rotech's competitive
advantage as one of the largest players in an industry that is
highly fragmented, with smaller competitors that are being forced
to exit due to reduced profitability and more onerous
accreditation and regulatory requirements.

The stable outlook reflects Moody's belief that the new ratings
accurately reflect the probability of default and loss given
default for the rated instruments.

The ratings could be upgraded if Rotech's financial performance
and liquidity profile improve such that the company becomes free
cash flow positive, while also achieving sufficient cushion under
its financial covenant to allow the company the ability to draw
upon its revolver.

The ratings could be downgraded if Rotech's liquidity weakens
further, if the company is not able to meet its interest
obligations, or if it otherwise pursues a transaction which
Moody's would consider a Distressed Exchange and hence a Default.

The principal methodology used in rating Rotech Healthcare, Inc.
was the Global Healthcare Service Providers Methodology published
in December 2011. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Rotech Healthcare Inc., headquartered in Orlando, Florida, is one
of the largest providers of home medical equipment and related
products and services in the US, with a comprehensive offering of
respiratory therapy and durable home medical equipment and related
services. Rotech provides equipment and services in 49 states
through approximately 420 operating centers located primarily in
non-urban markets. For the twelve months ended June 30, 2012,
Rotech reported revenue of approximately $474 million.


ROTHSTEIN ROSENFELDT: Banyon Trustee Sues Insurers
--------------------------------------------------
Gavin Broady at Bankruptcy Law360 reports that the trustee for the
bankrupt parent company of Banyon Capital LLP, a hedge fund linked
to convicted Ponzi schemer Scott W. Rothstein, sued a collection
of eight insurers in Florida bankruptcy court on Friday over their
attempts to dodge $70 million in commercial crime insurance
coverage.

Robert Furr, Chapter 7 trustee for Banyon 1030-32 LLC, filed an
adversary complaint in Banyon's bankruptcy proceeding against the
insurers, who say contracts indemnifying the company for losses
resulting from Rothstein's theft are void as a result of
misrepresentations made, according to Bankruptcy Law360.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SABINE PASS: S&P Gives 'BB+' Rating on $3.6 Billion Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' project
rating to Sabine Pass Liquefaction LLC's (SPL) $3.6 billion term
loan. "At the same time, we withdrew our 'BB+' preliminary term
loan B rating on SPL after it cancelled the issuance. The outlook
is stable and the recovery rating on SPL's term loan A is '3',
indicating a meaningful (50% to 70%) recovery if a payment default
occurs," S&P said.

"The rating at SPL reflects our expectation of stable cash flows
from 20-year SPAs [sale and purchase agreements] guaranteed by
investment-grade parents of BG Gulf Coast LNG LLC [BG; unrated]
and Gas Natural Aprovisionamientos SDG S.A. [Gas Natural;
unrated], with performance requirements that SPL will likely be
able to meet, and termination conditions that we believe are
unlikely to occur," said Standard & Poor's credit analyst Mark
Habib. "We forecast strong debt service coverage ratios, averaging
about 2x. Construction will use proven ConocoPhillips liquefaction
technology and will be performed under a date-certain, fixed-price
engineering, procurement, and construction (EPC) contract with
well-experienced contractor Bechtel Oil Gas & Chemicals Inc.
(BOGCI; unrated). BOGCI has contractual incentives to achieve
scheduled completion and the construction budget has adequate
contingency. Detailed construction design has progressed and is
now about 18% complete compared with 5% in our presale analysis, a
level of completion that we no longer view as a material risk at
the current rating. We believe operation and maintenance (O&M)
risk is manageable at the rating level, and that the project will
be able to get sufficient gas from the robust U.S. natural gas
supply market, and deliver it via extensive pipeline connectivity
across the Creole Trail Pipeline."

"At the same time, we view the 'BB+' SPL rating as constrained by
several factors, including the 'B+' credit quality of its sole
parent Cheniere Energy Partners L.P. (CQP) because its current or
future creditors would want to break SPL's structural ring-fencing
if CQP is in distress. Although SPL's project structure should
provide insulation from CQP's credit quality, CQP's guarantee of
terminal use payments to affiliate Sabine Pass LNG L.P. and its
pledge of rights under the Unit Purchase Agreement with Blackstone
CQP Holdco L.P. (unrated) to SPL lenders could support an argument
for substantive consolidation if CQP files for bankruptcy, and
therefore limit the project's ratings separation," S&P said.

"We base the stable outlook on our assessment of current
construction arrangements and counterparty dependency assessments.
We consider an upgrade unlikely during construction, even if the
project is fully financed and we upgrade the counterparties, based
on the construction, structural, business, and financial risks.
After construction, we could raise the rating if performance meets
or exceeds our current expectations over the debt's tenor and the
reserve account is fully funded. We could lower the rating if
major construction problems result in significantly higher costs
or a delay in the schedule, if key counterparties' credit quality
deteriorates, if the project is not fully funded, or if the credit
profile at CQP, which currently caps the SPL rating,
deteriorates," S&P said.


SANITARY AND IMPROVEMENT: Files Chapter 9 Petition in Omaha
-----------------------------------------------------------
Sanitary and Improvement District No. 270 of Sarpy County,
Nebraska, filed a bankruptcy petition under Chapter 9 of the
Bankruptcy Code (Bankr. D. Neb. Case No. 12-81926) in Omaha on
Aug. 28.

The Debtor disclosed $3.267 million in assets and $11.36 million
in liabilities.  There is no secured debt, according to the
schedules, a copy of which is available for free at:
http://bankrupt.com/misc/neb12-81926.pdf

According to court filings, the Debtor has already prepared a Plan
of Adjustment.  The Debtor has sent ballots to 228 creditors that
are impaired under the Plan.

The Debtor is represented by Ronald W. Hunter, Esq. --
rwhre@hunterlaw.omhcoxmail.com -- in Omaha.  Mr. Hunter, according
to a court filing has spent a total of 308.60 hours and has billed
the Debtor a total of $20,935 for services provided since May
2010.  Mr. Hunter studied the plans of adjustment of other
sanitary and improvement districts that have sought Chapter 9
bankruptcy.


SDA-JSI LLC: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: SDA-JSI LLC.
        252 W. First Street, #3D
        Reno, NV 89501

Bankruptcy Case No.: 12-51993

Chapter 11 Petition Date: August 23, 2012

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

Judge: Bruce T. Beesley

Debtor's Counsel: Gloria M. Petroni, Esq.
                  PETRONI & NICHOLS, LTD
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786 7764
                  E-mail: topgun@renolaw.biz

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 five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-51993.pdf

The petition was signed by Richard T. Murphy, managing member.


SHEARER'S FOODS: Moody's Says Ratings Under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service said that Shearer's Foods Inc.'s ratings
remain on review for downgrade following the announcement made on
Aug. 27 by Wind Point Partners that it has signed an agreement to
acquire Shearer's. The transaction is expected to close in
October.

Ratings Rationale

Under terms of the existing credit agreement, a sale of the
company would trigger a change of control provision under which
lenders would be able to accelerate repayment. If the sale occurs
as planned, Moody's will withdraw Shearer's credit facility
ratings following repayment of the credit facilities.

Absent the sale of the company, the review will continue because
Moody's does not expect the cushion over the covenant to improve
materially until the first quarter of fiscal 2013 due to slower
than expected improvement in cash flows and continued step downs
in the bank covenant levels. While the company's cash position has
improved, Moody's still view liquidity as strained because
covenant cushions are tight. Furthermore, Shearer's is still
facing operational challenges which can negatively affect the
company's ability to improve and maintain sufficient cushion under
its credit facility covenants in the next 12-18 months.

The principal methodology used in rating Shearer's Foods, Inc. was
the Global Packaged Goods Industry Methodology, published July
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published June 2009.

Shearer's, headquartered in Brewster, Ohio, is a leading producer
of high quality, co-pack, private label and branded food products,
with LTM 6/2012 net sales of approximately $477 million.

As reported by the Troubled Company Reporter on June 11, 2012,
Moody's Investors Service lowered Shearer's Foods, Inc.'s
probability of default rating (PDR) to Caa1 from B3. All of the
company's ratings, including its B3 CFR, were placed on review for
downgrade.


SISU, PROPERTIES: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: SISU, Properties LLC
        39 Old Carriage Lane
        Lapeer, MI 48446

Bankruptcy Case No.: 12-07683

Chapter 11 Petition Date: August 23, 2012

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Louis R. Lint, Esq.
                  LOUIS R. LINT, P.L.L.C.
                  433 Seminole Road, Suite 200A
                  Muskegon, MI 49444-3743
                  Tel: (231) 739-1200
                  E-mail: esq@thelawbuilding.com

Scheduled Assets: $825,815

Scheduled Liabilities: $660,000

The petition was signed by John Peter Karppinen, managing member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Fremont                    Notice Only             Unknown
101 East Main Street
Fremont, MI 49412


SOLYNDRA LLC: DOE Seeks More Disclosure on Solyndra Tax Breaks
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that clamoring for some
semblance of a return on its controversial $535 million loan to
Solyndra LLC, the U.S. Department of Energy on Friday demanded
more information on tax breaks that the defunct solar panel maker
hopes to cash in upon exiting bankruptcy.

Bankruptcy Law360 relates that in an objection filed in Delaware
bankruptcy court, the DOE, joined by the Internal Revenue Service,
said the disclosure statement on Solyndra's Chapter 11 plan should
be rejected because it explains little about how the company's
private equity owners -- plan sponsors Argonaut Ventures.

                        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 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.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6%
to unsecured creditors with claims totaling as much as $120
million. Unsecured creditors with $27 million in claims against
the holding company are projected to have a 3% dividend.


SOLYNDRA LLC: IRS Says Plan Preserves Tax Losses for Equity
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Energy Department and the Internal Revenue
Service fault Solyndra LLC, the liquidating solar-panel maker, for
not disclosing how the proposed Chapter 11 plan would allow two
shareholders to utilize a half-billion dollars in tax losses.

According to the report, the objection was contained in papers
filed Aug. 24 in anticipation of the Sept. 7 hearing where the
U.S. Bankruptcy Court in Delaware will decide whether Solyndra's
disclosure materials sufficiently describe the plan.  Once the
disclosure statement is approved, creditors can begin voting.  The
government says that even after the cancellation of debt reduces
accumulated tax losses, Solyndra will still have "significantly
more than one-half-billion dollars" in tax losses to offset future
net income.

The report relates that plan sponsors Argonaut Ventures I LLC and
Madrone Partners LP will be able to use the losses, the government
says, "to avoid hundreds of millions of dollars in future income
taxes that they would owe on business ventures wholly unrelated"
to Solyndra.  The government describes the two plan sponsors as
existing shareholders.

The report notes that the IRS and the Energy Department want the
disclosure statement modified to contain a more detailed
description of the income tax effect on everyone, including the
plan sponsors.  The Energy Department has a claim for $528 million
resulting from a guarantee of debt.

Solyndra filed a liquidating Chapter 11 plan at the end of July,
intended to pay 2.5% to 6% to unsecured creditors with claims
totaling as much as $120 million.  Unsecured creditors with $27
million in claims against the holding company are projected to
have a 3% dividend.

                        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 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.


SOUTHFIELD OFFICE: Files for Chapter 11 in Delaware
---------------------------------------------------
Southfield Office Building 14, LP and Southfield Office Building
13, LP filed bare-bones Chapter 11 bankruptcy petitions (Bankr. D.
Del. Case Nos. 12-12415 and 12-12416) on Aug. 28.  According to
the case dockets, the schedules of assets and liabilities and the
statements of financial affairs are due Sept. 12.  The Debtors
each estimated assets of less than $1 million and debts in excess
of $10 million.  The Debtors' principal assets are located in
Austin, Texas.


SPECIALTY PRODUCTS: Asbestos Claimants' Plan Has $1.3BB Threshold
-----------------------------------------------------------------
The official committee of Asbestos Personal Injury Claimants and
the Future Claimants' Representative in Specialty Products
Holdings Corp.'s Chapter 11 cases filed a Chapter 11 plan for the
Debtor that provides for two alternatives.

According to the First Amended Disclosure Statement, the terms of
the Plan are:

* Alternative A.  In the event the Bankruptcy Court determines
   that the Debtors' liabilities exceed the value of the
   Debtors' assets and the Debtors' asbestos liabilities are or
   exceed $1.3 billion:

   -- All of SPH's access will be transferred to an Asbestos PI
      Trust.

   -- Any valid administrative, priority and secured claims will
      be Unimpaired by the Plan.

   -- General unsecured claims will be impaired and will receive
      "pro rata share of cash."

   -- Holders of equity interests won't receive anything.

* Alternative B. In the event the Court determines at a contested
   estimation hearing that the Debtors' liabilities do not exceed
   the value of the Debtors' assets, then under the confirmed
   Plan:

   -- Settled Asbestos PI Claims will be impaired and be paid by
      the Reorganized Debtors without interest on the Effective
      Date of the Plan.

   -- No other class of claims and equity interests will be
      impaired by the Plan and each will pass through the Chapter
      11 cases with all of their rights intact.

The Plan Proponents submitted alternative plan structures to
eliminate the possibility that the Plan may prove to have been
premised on inaccurate assumptions.

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

Judge Judith K. Fitzgerald on Aug. 24 entered an order requiring
ACC FCR to file by Aug. 31, a blacklined version of the amended
Chapter 11 plan, as well as summaries of the amended plan,
disclosure statement, changes from the prior versions of the plan,
with each summary limited by 5 pages.

                          Asbestos Claims

As of the Petition Date, SPHC and/or Bondex was named as a
defendant in over 15,000 suits by plaintiffs seeking damages for
personal injuries allegedly caused by exposure to asbestos-
containing products manufactured or distributed by Bondex, SPHC
and/or other entities which were predecessors in interest to the
Debtors.  In light of its asbestos-related liabilities and the
increasing costs to resolving asbestos-related lawsuits, the
Debtors filed their Chapter 11 Cases for the purpose of utilizing
section 524(g) of the Bankruptcy Code to globally and fairly
resolve their asbestos liabilities.

The Plan contemplates the establishment of the Asbestos PI Trust
pursuant to Section 524(g) of the Bankruptcy Code.  The Plan
provides that the Asbestos Trust will be funded with: (i) the
stock of each SPHC or Bondex Affiliate in the Control of SPHC or
Bondex; (ii) all assets of the Debtors, wherever located and in
whatever form, including, but not limited to, any Claims
or Cause of Action held against third parties, provided however
that the Asbestos PI Trust Contribution will exclude any asset,
Claim, or Cause of Action necessary to reduce, defend against, pay
or satisfy all Claims asserted against the Debtors that are not
Asbestos PI Claims.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

SPH filed for Chapter 11 bankruptcy protection on May 31, 2010
(Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq., Dan
B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve as
bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary I.
Shapiro, Esq., at Richards Layton & Finger, serve as co-counsel.
Logan and Company is the Company's claims and notice agent.

The Company estimated its assets and debts at $100 million to
$500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.


ST. JOSEPH'S HOSPITAL: Moody's Rates Fixed Rate Bonds 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has assigned an initial Ba1 rating to
St. Joseph's Hospital Health Center's Series 2012 fixed rate bonds
($143 million). The rating outlook is stable. The bonds will be
issued through the Onondaga Civic Development Corporation.

Issue: Fixed Rate Bonds, Series 2012; Rating: Ba1; Sale Amount:
$143,415,000; Expected Sale Date: 9/12/12; Rating Description:
Revenue: Other

Summary Ratings Rationale

The Ba1 rating is based on the system's low operating margins,
moderate investment position, weak debt measures, and competitive
market with little physician loyalty in the past. Strengths
include an increasing total market share and dominant position in
cardiology, strong certificate of need regulations in the state of
New York and conservative investment allocation. The stable
outlook is based on Moody's expectations that operating margins
will continue to improve as indicated by six-month performance in
fiscal year 2012, the proforma investment position will be
maintained at a minimum and the construction project will be
completed on time and on budget.

Strengths

* Growing overall market share of 35% with a meaningful increase
   of 1.4% in the last six months in part as a result of several
   large physician groups shifting alliances to St. Joseph's; the
   hospital has distinctly leading or dominant market share in
   profitable services lines including invasive cardiology and
   surgery, both of which have experienced significant growth

* Good revenue growth, averaging around 5% annually on a same-
   facility basis, reflecting notable volume increases and a
   comparatively favorable commercial reimbursement market

* Strict certificate of need regulations in New York, which
   limits new competitive threats

* Conservative investment allocation with all investments in cash
   or fixed income

Challenges

* Low operating and operating cashflow margins, averaging 0-1%
   and 4-5%, respectively, over the last five years through fiscal
   year 2011, reflecting underperformance given relatively
   favorable market and hospital-specific characteristics that
   suggest the hospital should be achieving higher margins; six-
   month results in fiscal year 2012 indicate some improvement

* Moderate investment position with 64 days of cash on hand as of
   June 30, 2012, resulting in low cash-to-direct debt (proforma)
   of 66%

* Weak proforma debt measures with very high debt-to-cashflow of
   11 times and low maximum annual debt service coverage of 1.2
   times; additionally, the hospital has indirect debt, including
   pension and operating lease obligations, of $100 million

* Competitive market with market share roughly evening split
   among three large healthcare systems and a physician market
   that historically has been fluid with little loyalty to
   hospitals and largely independent specialty groups

Outlook

The stable outlook is based on Moody's expectations that operating
margins will continue to improve as indicated by six-month
performance in fiscal year 2012, the proforma investment position
will be maintained at a minimum and the construction project will
be completed on time and on budget.

WHAT COULD MAKE THE RATING GO UP

Higher operating margins and unrestricted investments to levels
more consistent with medians, no additional debt, completion of
project on time and on budget, at least stable volumes and market
share

What Could Make The Rating Go Down

Decline in operating margins or unrestricted investment levels
from fiscal year 2011 proforma levels, weakening of debt measures,
prolonged volume declines

Rating Methodology

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


ST. JOSEPH'S HOSPITAL: S&P Rates $143.7MM Revenue Bonds 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating and
stable outlook to Onondaga Civic Development Corp., N.Y.'s
$143.705 million series 2012 tax-exempt revenue bonds, issued
for St. Joseph's Hospital Health Center.

"The rating reflects Standard & Poor's assessment of the system's
weak financial profile, including its very limited liquidity,
history of erratic operating performance, and very low pro forma
debt service coverage. Standard & Poor's, however, believes the
system's recent operating improvement, increasing volume, and
market share somewhat offset these weaknesses," S&P said.

"The stable outlook reflects Standard & Poor's expectation that
the system's operating results will likely continue to improve due
to management's cost-reduction efforts and other strategic
initiatives, in particular physician alignment and the completion
of phases 1 and 2 of the master facilities project, which has led
to enhanced service line performance," S&P said.

"A higher rating over the outlook's two-year period is possible if
the system were to complete the master facility plan's final phase
successfully while demonstrating continued operation and cash flow
improvement, such that maximum annual debt service coverage
increases to near 2x over a sustained period, and if liquidity
were to improve to levels we consider more commensurate with an
investment-grade rating, including with days' cash on hand and the
cash-to-long-term-debt ratio trending toward 85% and 80%,
respectively," said Standard & Poor's credit analyst Margaret
McNamara. "A lower rating, however, could occur if the system were
unable to maintain improvements over the outlook's two-year
period, if liquidity were to decrease, or if the competitive
landscape were to change to the extent it would have an effect on
the system's market share or volume."

More specifically, the rating reflects the rating service's
opinion of the system's:

-- Balance sheet commensurate with a speculative-grade rating,
    characterized by high pro forma leverage and weak liquidity;

-- Four years of inconsistent operating performance, generating
    slim debt service coverage; and

-- Risks associated with the bond project and related costs.

Standard & Poor's believes somewhat offsetting rating factors
include the system's:

-- Improved operating performance at fiscal year-end Dec. 31,
    2011, with continued improvement through the second quarter of
    fiscal 2012, ended June 30, 2012;

-- Increasing utilization, highlighted by inpatient admission and
    surgery growth; and

-- Leading, but not dominant, market position in the central New
    York market of Onondaga County (AA+/Stable general obligation
    debt rating) and the surrounding counties, capturing a growing
    34.7% market share compared with SUNY Upstate (28.6%) and
    Crouse Hospital (28.1%), its main competitors.

Management intends to use series 2012 bond proceeds to refund
approximately $22.8 million of principal on the series 1997 bonds
outstanding, issued through the Dormitory Authority of the State
of New York, and the remaining bond proceeds to fund the
construction and equipping of a new patient tower, as well as
finance various capital updates, the debt service reserve, and
issuance costs. A gross revenue pledge and a mortgage lien on the
hospital secure the bonds.


STRONG STEEL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Strong Steel Door Corp.
        429 Sutter Avenue
        Brooklyn, NY 11212

Bankruptcy Case No.: 12-46130

Chapter 11 Petition Date: August 23, 2012

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

Judge: Nancy Hershey Lord

Debtor's Counsel: Gerard DiConza, Esq.
                  DICONZA TRAURIG MAGALIFF LLP
                  630 Third Avenue
                  New York, NY 10017
                  Tel: (212) 682-4940
                  Fax: (212) 682-4942
                  E-mail: gdiconza@dtmlawgroup.com

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

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

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

The petition was signed by Feng Qing Wei aka David Wei.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Feng Qing Wei
  aka David Wei                       12-46132         08/23/2012


SUMMIT METALS: Suit Against Committee Lawyers Dismissed
-------------------------------------------------------
Bankruptcy Judge Kevin J. Carey dismissed, with prejudice, a
lawsuit filed by the chairman of the official committee of
unsecured creditors appointed in the Chapter 11 case of Summit
Metals Inc. against the committee's lawyers as well as the
bankruptcy trustee and its lawyers.

Committee chairman Ambrose M. Richardson, himself an attorney,
sued Francis A. Monaco, Esq., at Womble Carlyle Sandridge & Rice
PLLC, who served as the bankruptcy trustee for Summit Metals since
2004; Womble Carlyle, which served as counsel to the Trustee since
2007; and Wolf Block Schorr & Solis-Cohen LLP, which served as
counsel to the Committee from 1999 to 2007:

     -- saying, among others, that Mr. Monaco and Womble Carlyle
wasted the assets of The Chariot Group Inc. and its successor,
Summit Metals, by selling its operating companies for inadequate
prices, or even by selling them at all, and by charging and
allowing excessive administrative expenses; and failing to
investigate claims for recovery, especially against alter ego
entities and third party aiders and abettors; and

     -- citing lapses on WolfBlock's part, hence failing efforts
to maximize recovery to unsecured creditors.

Mr. Richardson, pursuant to section 487 of the New York Judiciary
Law, said WolfBlock, Mr. Monaco and Womble Carlyle are "guilty of
deceit and collusion, and consented to deceit and collusion, with
intent to deceive various courts, and the creditors and
stockholders of Chariot/Summit" and, additionally, that WolfBlock
"delayed proceedings with a view to its own gain."

The Defendants sought dismissal of the adversary proceeding with
prejudice, pursuant to Rules 12(b)(1) and 12(b)(6) of the Federal
Rules of Civil Procedure, and for imposition of attorneys' fees,
costs, and expenses.

According to Judge Carey, the motions to dismiss with prejudice
will be granted for lack of subject matter jurisdiction, or, in
the alternative, for failure to state a claim upon which relief
can be granted.  Whether attorneys' fees, costs, and expenses
should be imposed will be addressed at a later date.

The case is AMBROSE M. RICHARDSON, Plaintiff, v. FRANCIS MONACO,
WOMBLE CARLYLE SANDRIDGE & RICE, PLLC, WOLFBLOCK, LLP and RICHARD
E. GRAY, Defendants, Adv. Proc. No. 11-51772 (Bankr. D. Del.).  A
copy of the Court's Aug. 27, 2012 Opinion is available at
http://is.gd/2UXCbtfrom Leagle.com.

Headquartered in Mountainside, New Jersey, Summit Metals, Inc.,
filed for chapter 11 protection on Dec. 30, 1998 (Bankr. D. Del.
Case No. 98-2870).  Joanne B. Wills, Esq., at Klehr, Harrison,
Harvey, Branzburg LLP, represented the Debtor.  Francis A. Monaco,
Jr., was appointed chapter 11 Trustee on Sept. 17, 2004.  Joe
Bodnar, Esq., at Monzack & Monaco, served as counsel to the
Trustee.  Defunct law firm Wolf, Block, Schorr & Solis-Cohen LLP
represented the Official Committee of Unsecured Creditors.

By Order dated Aug. 9, 2007, the Court confirmed the Second
Amended Liquidating Plan of the Chapter 11 Trustee for Summit
Metals.  The Confirmed Plan provided for the liquidation of Summit
Metals' assets, released pre-confirmation claims, enjoined actions
based on a pre-confirmation claims, and reserved "exclusive
jurisdiction of all matters arising out of, arising in or related
to, the Chapter 11 Case."  Womble Carlyle was approved as counsel
for the Chapter 11 Trustee by Court order on Sept. 10, 2007.


SYMS CORP: Filene's Basement Files Second Amended Co. 11 Plan
-------------------------------------------------------------
BankruptcyData.com reports that Filene's Basement filed with the
U.S. Bankruptcy Court a Modified Second Amended Joint Chapter 11
Plan of Reorganization for Syms Corp.  The non-defaulting backstop
parties exculpation has been removed from the Modified Plan. The
Court approved the Disclosure Statement related to the Plan on
July 13, 2012 and previously scheduled an August 29, 2012 hearing
to consider confirming the Plan.

               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.


TERRESTAR CORP: Pays Elektrobit $13.5-Mil. to Settle Claim
----------------------------------------------------------
On Aug. 28, 2012 U.S. time, Elektrobit Inc., a subsidiary of EB,
Elektrobit Corporation, received a cash payment of USD 13.5
million (EUR 10.8 million as per exchange rate of Aug. 28, 2012)
in full and final satisfaction of its claim against TerreStar
Corporation and in resolution of all disputes between EB and the
other parties in the TerreStar Corporation Chapter 11
reorganization cases under United States Bankruptcy Code.  Upon
receipt by Elektrobit Inc. of the Settlement Payment, certain
mutual releases of liability and other agreements set forth in the
now approved Settlement have become effective.  Except insofar as,
pursuant to the terms of the parties' agreement, Elektrobit Inc.
has agreed to support the Chapter 11 plan of TerreStar
Corporation, it is anticipated that EB's participation in the
TerreStar Corporation Chapter 11 cases is concluded.

The Settlement Payment in the TerreStar Corporation Chapter 11
cases alone, and without any further distribution from the
TerreStar Networks Chapter 11 cases, will result a positive effect
of approximately USD 1.6 million (EUR 1.3 million as per exchange
rate of Aug. 28, 2012) on EB's operating result and a positive
effect on EB's cash flow of approximately USD 13 million (EUR 10.4
million as per exchange rate of Aug. 28, 2012) during the third
quarter of 2012.  Having now received the Settlement Payment, EB
expects no further recovery from TerreStar Corporation or its
bankruptcy estate.  However, the full implications of the
TerreStar bankruptcy cases on EB's profit, financial position and
outlook can be finally determined only when the outcome of the
TerreStar Networks Chapter 11 cases is known, including all costs
related to collecting the receivables and e.g. confirmed tax
treatment.  The Settlement Payment does not affect the outlook for
the year 2012 published in the Interim Report of Aug. 7, 2012 as
the guidance on the profit outlook was based on the assumption
that there will be no further bookings of impairments of EB's
accounts receivable or non-recurring income from TerreStar
Networks Inc. and TerreStar Corporation.

Earlier, on August 24, 2012 U.S. time the United States Bankruptcy
Court formally approved TerreStar Corporation's motion for
conditional settlement ("Settlement") with Elektrobit Inc., and
TerreStar Corporation and certain of its preferred shareholders,
of the various disputes between them in TerreStar Corporation
Chapter 11 reorganization cases.  The Settlement does not include
the TerreStar Networks Inc. Chapter 11 cases, which remain
pending, and does not include any distribution therefrom that may
be available for EB.  Information on the TerreStar Networks
reorganization case and estimated distribution as well as
uncertainties regarding the amount of the receivables and
collecting the receivables are presented in the Company's Interim
Report, published on Aug. 7, 2012, under "Risks and Uncertainties"
section.

On Oct. 19, 2010, TerreStar Networks and certain other affiliates
of TerreStar Corporation and on Feb. 16, 2011, the parent company
TerreStar Corporation filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code to
strengthen their financial position.  EB has asserted claims
against each of the TerreStar entities in amounts totaling USD
27.9 million (EUR 22.3 million as per exchange rate of Aug. 28,
2012).  Due to uncertainties related to the accounts receivable,
EB booked an impairment of the accounts receivable in the amount
of EUR 8.3 million during the second half of 2010.

                       About TerreStar Corp.

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010. The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors. TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL). The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission. TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones. The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue. TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent. Blackstone
Advisory Partners LP is the financial advisor. The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases. FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion. It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar. Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out. TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors. The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s
Chapter 11 plan to divvy up the proceeds from the sale to Dish
Network.


TITANIUM GROUP: Incurs $25,650 Net Loss in Second Quarter
---------------------------------------------------------
Titanium Group Limited filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of US$25,650 on US$1.18 million of revenue for the three months
ended June 30, 2012, compared with a net loss of US$82,691 on
US$1.52 million of revenue for the same period during the prior
year.

The Company reported a net loss of US$167,239 on US$2.17 million
of revenue for the six months ended June 30, 2012, compared with a
net loss of US$266,914 on US$2.17 million of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed US$6.84
million in total assets, US$6.89 million in total liabilities and
a US$50,933 total stockholders' equity.

"The continuation of the Group as a going concern through June 30,
2013, is dependent upon the continuing financial support from its
stockholders," the Company said in its quarterly report for the
period ended June 30, 2012.  "Management believes, the existing
majority stockholders will provide the additional cash to meet
with the Company's obligations as they become due.  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/AR2Sbb

                        About Titanium Group

Wanchai, Hong Kong-based Titanium Group Limited, through its
wholly owned subsidiary Shenzhen Kanglv Technology Ltd., is
engaged in the manufacture and sales of electronic cable products
in the PRC.  Shenzhen Kanglv's principal products are various
types of computer cables, such as HDMI, DVI, VGA and USB cables,
as well as electric power cables.


TOPS HOLDING: Reports $9.5 Million Net Income in July 14 Quarter
----------------------------------------------------------------
Tops Holding Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $9.49 million on $562.36 million of net sales for
the 12-week period ended July 14, 2012, compared with net income
of $293,000 on $559.51 million of net sales for the 12-week period
ended July 16, 2011.

The Company reported net income of $10.14 million on $1.26 billion
of net sales for the 28-week period ended July 14, 2012, compared
with a net loss of $1.79 million on $1.27 billion of net sales for
the 28-week period ended July 16, 2011.

The Company's balance sheet at July 14, 2012, showed $656.94
million in total assets, $705.64 million in total liabilities and
a $48.69 million total shareholders' deficit.

"This was a strong quarter for Tops, with improved margins,
sharply higher profitability and strong cash generation," said
Frank Curci, Tops President and CEO.  "We are encouraged by our
current trends and expect to build on this momentum throughout the
remainder of the year as we continue promotional and marketing
initiatives tailored to meet the shopping needs of our customers."

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

                        http://is.gd/UwC22U

                        About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

                           *     *     *

In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies.  The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

As reported by the TCR on April 30, 2012, Standard & Poor's
Ratings Services raised its ratings on Buffalo, N.Y.-based Tops
Holdings Corp., including the corporate credit rating to 'B+' from
'B'.

"The upgrade primarily reflects our revised view of the company's
financial risk profile as 'aggressive' from 'highly leveraged,'"
said Standard & Poor's credit analyst Charles Pinson-Rose.


TOUSA INC: Sells $43.5 Million in Judgments for $300,000
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tousa Inc. sold $43.5 million in default judgments
for $300,000, and possibly more.  After seeking bankruptcy
reorganization in January 2008, Tousa filed almost 1,700 lawsuits
to recover preferential payments unsecured creditors received
within 90 days of bankruptcy.  Hundreds of defendants didn't
answer the complaints, and default judgments were entered.

According to the report, late last week, the U.S. Bankruptcy
Court in Fort Lauderdale, Florida, authorized Oak Point Partners
Inc. to pay $300,000 for more than 400 judgments amounting to
$43.5 million.  Once Oak Point recovers $300,000 plus the costs of
collection, Tousa will receive 20% of the excess.  The main payday
for Tousa creditors may result from an opinion in May by the U.S.
Court of Appeals in Atlanta ruling that the banks received
fraudulent transfers exceeding $400 million.  The lenders' request
for rehearing before all circuit judges was denied in July.

The report relates that the transaction leading to the fraudulent
transfer suit involved a loan that was taken down by Tousa so it
could bail out and refinance a joint venture in a home builder
named Transeastern Properties Inc.  The lenders saddled with the
fraudulent transfer judgment are those who were paid off from
proceeds of the new loan.  The Tousa creditors' committee filed a
Chapter 11 plan in July 2010.  The plan was put on hold pending
the outcome of the lawsuit with the lenders.

                          About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


TPC CONTROLS: Case Summary & 13 Unsecured Creditors
---------------------------------------------------
Debtor: TPC Controls, Inc.
        P.O. Box 2247
        Pottsboro, TX 74076

Bankruptcy Case No.: 12-42271

Chapter 11 Petition Date: August 23, 2012

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

Debtor's Counsel: Bill F. Payne, Esq.
                  THE MOORE LAW FIRM, L.L.P.
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393 ext. 40
                  E-mail: lgarner@moorefirm.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 13 unsecured creditors is
available for free at http://bankrupt.com/misc/txeb12-42271.pdf

The petition was signed by Terry P. Clement, president.


UNITED STATES OIL: D. Lindemann & M. Taylor Resign from Board
-------------------------------------------------------------
The Board of Directors of United States Oil & Gas Corp accepted
the resignation of David Lindemann as a member of the Board
effective Aug. 24, 2012, and accepted the resignation of Michael
Taylor as Corporate Secretary of the Company, as well as his
position as a member of the Board effective Aug. 24, 2012.  Ed
McMahon was also elected to the Board.

Ed McMahon, 56, has been a registered representative and general
securities principal with J.P. Turner & Company, LLC (Member SIPC)
since March 2010.  J.P. Turner is an independent brokerage and
full service investment bank located in Atlanta Georgia.  Prior to
this, Mr. McMahon worked at Sky Capital in New York from January
2001 to March 2010.  Mr. McMahon has managed and owned his own
independent branch office in New York for J.P. Turner since
joining them.  In his capacity as a senior broker, Mr. McMahon has
served international clientele, and is a member of the firm's
Founders Club.  Mr. McMahon has thirty years of financial industry
experience.  From January 1981to January 1983 he was a Senior Vice
President with Bear Stearns in New York.  From January 1983 to
June 1988 he was with Oppenheimer and Co.  He has also worked with
Smith Barney and Paine Webber.  He received his BA in Theology
from Creighton University in Omaha, Nebraska.  Mr. McMahon's
experience within the financial markets and international
investors qualify him to serve on our Board.

                      About United States Oil

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.

The Company reported a net loss of $1.3 million in 2010 and a net
loss of $1.5 million in 2009.  The Company reported a net loss of
$2.37 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$6.35 million in total assets, $7.43 million in total liabilities,
and a $1.07 million total stockholders' deficit.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.


UNIVERSITY GENERAL: Acquires Robert Horry Clinic in Houston
-----------------------------------------------------------
University General Health System, Inc., announced the acquisition
of the Robert Horry Center for Sports and Physical Rehabilitation
Center in southwest Houston.  This is the third physical therapy
clinic to be acquired and further expands the number of hospital
outpatient departments owned and operated by the Company's
flagship University General Hospital.  The Robert Horry Center was
acquired for an undisclosed amount of cash.

"The superb quality of care and excellent reputation of the Robert
Horry Center reflect the high standards that guide the continued
expansion of our regional health network within the Houston
metropolitan area," stated Hassan Chahadeh, MD, Chairman and Chief
Executive Officer of University General Health System, Inc.  "This
expansion is expected to increase University General's annual
revenue by over $1 million during 2013, and we are delighted to be
associated with Mr. Horry and his team of professionals."

"We are eager to join University General's regional health care
delivery system, as its philosophy of patient care and concierge
service is highly compatible with our existing center," stated
Robert Horry, President and Founder of the Robert Horry Center for
Sports and Physical Rehabilitation.  "We look forward to expanding
together in the Houston market."

Mr. Horry is a Houstonian who retired from the National Basketball
Association after 16 years as a professional player with such
teams as the Houston Rockets, Los Angeles Lakers, Phoenix Suns,
and San Antonio Spurs.  He is one of only two NBA players to win
championships with three different teams.

                    About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operateS one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed $127.52
million in total assets, $113.46 million in total liabilities and
$14.05 million in total equity.


US GASUP: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: US Gasup Inc.
        2530 E. La Palma Avenue
        Anaheim, CA 92806

Bankruptcy Case No.: 12-20016

Chapter 11 Petition Date:

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

Judge: Scott C. Clarkson

Debtor's Counsel: Richard E. Dwyer, Esq.
                  LAW OFFICE OF RICHARD DWYER
                  18101 Von Karmen Avenue, Suite 330
                  Irvine, CA 92612
                  Tel: (747) 224-7956
                  Fax: (888) 370-4593
                  E-mail: attorneyricharddwyer@gmail.com

Scheduled Assets: $0

Scheduled Liabilities: $1,830,496

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-20016.pdf

The petition was signed by Naresh Patel, CEO.


VERTICAL COMPUTER: Freddy Holder Quits as Chief Financial Officer
-----------------------------------------------------------------
Freddy Holder gave notice of his resignation as the Chief
Financial Officer of Vertical Computer Systems, Inc., which was
effective at the close of business on Aug. 22, 2012.  Mr. Holder
did not resign as a result of any disagreement with the Company on
any matter relating to the Company's operations, policies or
practices, and Mr. Holder did not furnish a letter to the Company
with respect to any such disagreement.  Mr. Holder will continue
to provide accounting services to the Company and Now Solutions,
on a part-time basis, in exchange for remuneration.

                      About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, MaloneBailey, LLP, in
Houston, Texas, noted that the Company suffered net losses and has
a working capital deficiency, which raises substantial doubt about
its ability to continue as a going concern.

The Company reported a net loss of $167,588 in 2011, compared with
a net loss of $245,164 in 2010.

The Company's balance sheet at June 30, 2012, showed $1.20 million
in total assets, $13.19 million in total liabilities, $9.90
million in convertible cumulative preferred stock, and a $21.88
million total stockholders' deficit.


VEY FINANCE: Bank's Plan Set for Oct. 9 Confirmation
----------------------------------------------------
Compass Bank, a creditor Vey Finance, LLC, has begun soliciting
votes on its Chapter 11 Plan for the Debtor and is scheduled to
seek confirmation of the plan on Oct. 9.

There won't be a competing plan for the Debtor.  The Debtor on
Aug. 9 obtained approval to withdraw its proposed Chapter 11 plan
of reorganization.

The bank has obtained approval of the disclosure statement
explaining its proposed Chapter 11 plan last week.  The order set
a Sept. 24, 2012 deadline for written objections to the Plan, as
well as ballots accepting or rejecting the Plan.

According to the Second Amended Disclosure Statement dated
Aug. 20, 2012, Compass Bank's Plan calls for the appointment of an
agent to (1) transfer and assign to the Bank of the West (which
will have a secured claim of $1.45 million), to Capital Bank
(which will have secured claim of $1.46 million), and to Compass
(allowed secured claim of $2 million) all of the collateral for
their debts, (2) to liquidate all of the Debtor's assets and pay
creditors with allowed claims according to the terms of the Plan,
(3) to pay an estimated 27% of the allowed claims of unsecured
creditors (totaling $4.71 million including the Compass' unsecured
claim)), and (4) to pay 27% of the claims of insiders of the
Debtor.  Equity holders won't receive anything and are deemed to
reject the Plan.  A copy of the Disclosure Statement is available
at http://bankrupt.com/misc/Vey_Compass_DS_Redlined_082012.pdf

                           Plan Agent

Two objections were filed against the Disclosure Statement, one by
WestStar Bank f/k/a Bank of the West and one by Capital Bank, SSB.
The objectors said, among other things, said that Compass Bank
should identify, and provide more details about the plan agent who
will take possession of the Debtor's assets.

On Aug. 15, Compass Bank, to address those objections, disclosed
that it has designated Jeffrey H. Mims as Plan Agent.  Mr. Mims
has overseen more than 20,000 liquidation proceedings since 1989
as a bonded Chapter 7 Panel Trustee for the United States
Department of Justice, Dallas and Fort Worth Divisions. In
addition, Mr. Mims has significant experience as a restructuring
officer, post-confirmation liquidating trustee, and as a Chapter
11 Trustee.

Mr. Mims has agreed in principal to act as Plan Agent at a
rate of $200 per hour, with the following incentives based on
distributions to unsecured creditors:

   a. 3% of the amount distributed to unsecured creditors if the
      amount distributed to unsecured creditors is between
      $500,000 and $999,999.99.

   b. 5% of the amount distributed to unsecured creditors if the
      amount distributed to unsecured creditors is between
      $1,000,000 and $1,499,999.99.

   c. 7.5% of the amount distributed to unsecured creditors if the
      amount distributed to unsecured creditors is above
      $1,500,000.

In addition, Mr. Mims will receive a $10,000 bonus in the event
the liquidation provided in the Plan is completed by May 31, 2013.
If Mr. Mims completes the liquidation process under the Plan by
February 28, 2013, he will be entitled to a $20,000 bonus

Compass Bank is represented by:

         Jason B. Binford, Esq.
         John J. Kane, Esq.
         KANE RUSSELL COLEMAN LOGAN, PC
         3700 Thanksgiving Tower
         1601 Elm Street
         Dallas, TX 75201

Capital Bank is represented by:

         Robert R. Feuille
         SCOTTHULSE PC
         1100 Chase Tower
         201 E. Main
         P.O. Box 99123
         El Paso, TX 79999-9123
         Tel: (915) 533-2493
         Fax: (915) 546-8333

Bank of the West is represented by:

         Harrel L. Davis, Esq.
         GORDON DAVIS JOHNSON & SHANE P.C.
         P.O. Box 1322
         El Paso, TX 79947-1322
         Tel: (915) 545-1133
         Fax: (915) 545-4433

                         About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Corey W.
Haugland, Esq., at James & Haugland, P.C., in El Paso, Texas,
represents the Debtor as bankruptcy counsel.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The petition was
signed by Veronica L. Veytia, managing member.

In its amended schedules, the Debtor disclosed $10,137,454 in
assets and $12,667,725 in liabilities.


VITRO SAB: Sustains Another Defeat, This Time in Dallas
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB sustained another courtroom defeat, this
time in an appeal in U.S. District Court in Dallas.

According to the report, the judge on Aug. 28 ruled that
10 subsidiaries of the Mexican glassmaker should have been put
into bankruptcy involuntarily in April 2011.  Chief U.S. District
Judge Sidney A. Fitzwater wrote a 22-page opinion overturning two
decisions where the bankruptcy court concluded that there should
be no involuntary bankruptcy in the U.S. for the subsidiaries.

The report notes that Vitro's loss follows a defeat in June when
the bankruptcy court decided that Vitro's Mexican reorganization
plan wouldn't be enforced in the U.S.  The two defeats together
dim the chance that Vitro will be able to utilize its approved
Mexican reorganization to trim liability on $1.2 billion in
defaulted bonds.  Although the Vitro parent filed for bankruptcy
reorganization in Mexico, subsidiaries that operated the
businesses didn't.  The subsidiaries had guaranteed the bonds that
were sold in the U.S. securities market.  Holders of some of the
defaulted bonds filed involuntary bankruptcy petitions in
U.S. Bankruptcy Court in Texas against the subsidiaries.

The report relates that the bankruptcy judge ruled last year that
the requirements for an involuntary bankruptcy hadn't been met
because the subsidiaries' liabilities on the bonds were only
contingent.  The lower court judge reasoned that required notice
to pay the bonds hadn't been given.  He also ruled that the
subsidiaries were generally paying their debts, even though almost
all of their debts were on the defaulted bonds.  Judge Fitzwater
reversed the bankruptcy court on both prongs of last year's
ruling.  Looking at the indentures that govern the bonds, the
district judge said they "clearly waive any requirement of demand
as a precondition to payment."  On the question of whether the
guarantees of the bonds were only contingent, Judge Fitzwater said
the bankruptcy court made a mistake of law he could correct
without overturning any findings of fact.

The report notes that on the question of whether the bankruptcy
judge correctly concluded that the subsidiaries were generally
paying their debts, Judge Fitzwater set aside the lower court's
findings of fact, saying they were in "clear error."  Surveying
the evidence, Judge Fitzwater noted that the defaulted bonds
represented 99.9% of the subsidiaries' debts.  Vitro contended
they were "generally" paying their debts because they paid between
66 and 290 bills a month to trade suppliers.

According to the report, Judge Fitzwater said he could find no
other case where involuntary bankruptcy was denied in similar
circumstances.  He said that courts "invariably reach the opposite
conclusion" in involuntary bankruptcies with similar facts.

The report relates that Judge Fitzwater sent the case back to
bankruptcy court to process the involuntary bankruptcies against
the subsidiaries.  Vitro may elect to appeal to the U.S. Court of
Appeals in New Orleans, where the glassmaker has another appeal
already scheduled for argument in early October.  The case already
in the Court of Appeals is from the bankruptcy court's decision in
June that Vitro can't enforce the Mexican reorganization in the
U.S.  The Mexican plan reduces the subsidiaries' debt on the bonds
even though the subsidiaries weren't in bankruptcy in the U.S. or
Mexico.  Because they weren't in bankruptcy, the bankruptcy judge
ruled that the plan was no good in the U.S.

Vitro spokesman Michael Gonda, the Bloomberg report relates, said
the company is "confident in the strength of our arguments on
appeal" to the U.S. Court of Appeals in New Orleans.  Allan S.
Brilliant, a lawyer from Dechert LLP representing the bondholders,
declined to comment.  Defeated in courts in Mexico, the
bondholders won their June victory in the Vitro parent's Chapter
15 case in Dallas where the parent company was attempting to have
the Mexican reorganization enforced in the U.S. Chapter 15 isn't a
full blown reorganization like Chapter 11.  It permits a foreign
company in bankruptcy abroad to enlist assistance from the U.S.
court to enforce rulings from the home country.

The appeal decided on Aug. 28 is Knighthead Master Fund LP v.
Vitro Packaging LLC (In re Vitro Asset Corp.), 11-cv-2603, U.S.
District Court, Northern District of Texas (Dallas).  The appeal
in the Circuit Court is Vitro SAB de CV v. Ad Hoc Group of Vitro
Noteholders (In re Vitro SAB de CV), 12-10689, U.S. 5th Circuit
Court of Appeals (New Orleans).

The suit in bankruptcy court where the judge decided not to
enforce the Mexican reorganization in the U.S. is Vitro SAB de CV
v. ACP Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S.
Bankruptcy Court, Northern District Texas (Dallas).  The
bondholders' previous appeal in the circuit court is Ad Hoc Group
of Vitro Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV),
11-11239, U.S. 5th Circuit Court of Appeals (New Orleans).  The
bondholders' appeal of Chapter 15 recognition in district court is
Ad Hoc Group of Vitro Noteholders v. Vitro SAB de CV (In re Vitro
SAB de CV), 11-02888, U.S. District Court, Northern District Texas
(Dallas).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


WOONSOCKET, RI: Moody's Confirms 'B2' Gen. Obligation Rating
------------------------------------------------------------
Moody's Investors Service has confirmed the City of Woonsocket's
(RI) underlying rating of B2 and has revised the outlook to
negative, affecting $225 million in long-term debt. This rating
had been placed on review for downgrade on May 24, 2012 following
a downgrade due to the continued deterioration of the city's
school operating financial position and severely weakened
liquidity position. Concurrently, Moody's has also affirmed the B2
underlying rating on the Rhode Island Health and Education
Building Corporation Bond Issue, Series 2009E, for which the city
is the sole obligor. All outstanding debt is secured by the city's
general obligation, unlimited tax pledge.

Summary Ratings Rationale

The city has successfully resolved its liquidity crisis after a
state-appointed budget oversight commission accelerated state aid,
allowing Woonsocket to meet debt service payment at due dates.
However, the city remains pressured given an existing accumulated
deficit due to ongoing structural imbalance in school operations.
The B2 rating reflects the city's depleted financial position and
strained liquidity; persistent budgetary structural imbalance,
including underfunding of the local pension plan; a high debt
burden; and a moderately-sized tax base with low socioeconomic
wealth levels.

The negative outlook reflects the challenges that the city faces
in renegotiating with its collective bargaining units to make
substantial operating expenditure cuts while simultaneously
raising revenues to eliminate the fiscal 2013 budget gap and
obtain structural balance.

Strengths

- Improvement in general fund financial management practices and
   oversight

- Demonstrated willingness to increase revenues in a difficult
   economic environment

- State appointed budget oversight commission

Challenges

- Persistent deficits in school operations

- Structurally imbalanced budget in the current fiscal year

- History of failed attempts to enact supplemental tax increases

- Increasing fixed costs and long-term liabilities

- Weak liquidity

- High debt burden

Outlook

The negative outlook reflects the challenges that Woonsocket faces
in making substantial operating expenditure cuts, which could
require negotiations with its collective bargaining units, while
simultaneously raising revenues to eliminate the fiscal 2013
budget gap and obtain structural balance.

What Could Make The Rating Go Up

- Improved liquidity and reduced reliance on cash flow borrowing

- Progress toward successful elimination of the accumulated
   deficit in the School Fund

- Improved funding of long-term liabilities

What Could Make The Rating Go Down

- Ongoing structural imbalance in General Fund or School
   operations

- Inability to eliminate the 2013 budget gap through expenditure
   reductions or tax increases

- Significant deterioration of liquidity, including the inability
   to place cash flow notes

- Decline in pension funding status

Principal Methodology

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


* Moody's Says Macroeconomic Factors Dampen Insurer Life Growth
---------------------------------------------------------------
In aggregate, the US publicly-traded life insurers that Moody's
tracks reported higher operating earnings for second-quarter 2012,
compared with the same quarter last year, Moody's Investors
Service says in the new report "US Life Insurers' Q2 2012 Results:
Operating Earnings Grew; Macroeconomic Factors Continue to Dampen
Growth Prospects." Operating earnings were up 9% and totaled $5.5
billion.

Excluding MetLife and Prudential, which reported substantial non-
economic gains, the industry's aggregate net income increased by
9%.

"The same factors that have been in play over the past few
quarters continued to drive the improvement in quarterly earnings
on a year-over-year basis," says Ann Perry, Vice President and co-
author of the report. "These factors include greater fee income on
the back of higher equity-driven account balances, greater
investment income on lower impairments and higher asset levels.
Low interest rates, uneven equity market performance, and still
weak disability results continued to hinder earnings growth,
however."

Impairments tracked at about 4 basis points of invested assets for
the industry. For full-year 2012, Moody's expects impairments to
be between 20 and 30 basis points, in line with long-term
historical averages.

Capital generation was modest as the industry redeployed much of
the net income into share buybacks and shareholder dividends.

However, despite the share repurchases, statutory capital remains
strong. Moody's still expects that 2012 risk-based capital ratios
will gradually decline as companies seek to improve return on
equity by deploying capital.

Low interest rates continued to hamper life insurers' efforts to
obtain attractive yields on new investments, says Moody's. The
life insurers continue to add higher yielding assets to their
investment portfolios by marginally increasing allocations to
alternative investments, private placements, and commercial
mortgage loans.


* NJ Laws Apply in Claims Against Insurers in Liquidation
---------------------------------------------------------
Lisa Coryell at Bankruptcy Law360 reports that in an opinion
establishing law regarding insurance companies under liquidation
in New Jersey, a state appeals court on Thursday held that New
Jersey's insurance coverage laws trump those of other states in
distributing assets of financially troubled insurers, slamming the
door on two companies' multimillion-dollar product liability
claims.

Bankruptcy Law360 says the decision means that two out-of-state
companies, Sepco Corp. of California and Mine Safety Appliances
Co. of Pennsylvania, are denied claims of $51.5 million and $5.1
million under New Jersey's pro-rata allocation methodology.


* Refusing to Return Car Justifies $69,000 in 'Punies'
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a judge ruled that a dealer in used cars was properly
socked with $69,000 in actual and punitive damages for not
returning an auto repossessed the month before an individual filed
a Chapter 13 bankruptcy petition.

According to the report, after bankruptcy, the lawyer for the
individual wrote a letter demanding return of the car.  Receiving
no response, the bankrupt sued in bankruptcy court and was
eventually awarded actual and punitive damages for violation of
the so-called automatic bankruptcy stay.  U.S. Bankruptcy Judge
Marvin Isgur found after trial that the auto dealer backdated a
bill of sale purporting to sell the repossessed auto to another
dealer one day before bankruptcy.

The report relates that the bankruptcy judge also determined that
the auto wasn't delivered to the other dealer until several weeks
after bankruptcy.  On appeal, the auto dealer lost again when U.S.
District Judge Sim Lake in Houston upheld the damage award in a
38-page opinion written on Aug. 27.  Judge Lake upheld the
bankruptcy judge's ruling that title didn't transfer back to the
auto dealer before bankruptcy because the dealer hadn't completed
foreclosure until after bankruptcy.

The report notes that consequently, the auto remained the property
of the bankrupt.  According to Judge Lake, bankruptcy courts in
Texas consistently require repossessed autos to be returned if
foreclosure isn't completed before bankruptcy.  Judge Lake said
that foreclosure would have been completed had the dealer
completed a commercially reasonable sale before bankruptcy.  The
sale wasn't completed, Lake said, because the dealer admittedly
hadn't physically delivered the auto to the buyer before
bankruptcy.

The Bloomberg report discloses that in view of the backdating of
the bill of sale in attempt to prove there was a sale before
bankruptcy, Lake said the dealer's conduct was "sufficiently
egregious" to warrant recovery of punitive damages and attorneys'
fees.  The auto dealer's lawyer didn't return a call seeking
comment on the ruling.

The case is Auto-Pak-USA Inc. v. Burrell (In re Burrell),
12-0450, U.S. Bankruptcy Court, Southern District Texas
(Houston).


* Lehman, MF Global Lead the Pack in Claims Trading
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that now that Lehman Brothers Holdings Inc. has emerged
from Chapter 11, the former investment bank's share of the claims
trading business is declining.  Last month Lehman claims amounted
to almost $900 million out of $1.5 billion trades reported to the
U.S. bankruptcy courts, according to data compiled from court
records by SecondMarket Inc.  Lehman's trades in July were only
28% of the average of $3.23 billion each month for the last year.
Lehman's 208 trades were 24% of the total 871 trades, according to
SecondMarket.  MF Global Inc. again came in second place, with
$208 million in 164 traded claims, or 23% in amount of Lehman's.


* Chadbourne & Parke Names Frix as Managing Partner of D.C. Office
------------------------------------------------------------------
Dana Frix has been named managing partner of the Washington, D.C.
office of the international law firm of Chadbourne & Parke LLP
effective September 1, 2012.

Mr. Frix will be responsible for the strategic direction and
growth of Chadbourne's Washington office, which is the firm's
second largest office with more than 60 lawyers.  The office
focuses on project finance, corporate, antitrust, communications
and technology, tax, insurance and reinsurance, white collar
defense, government investigations and environmental law.

"Dana Frix brings significant leadership skills, client service
acumen and energy to the role.  He has an excellent track record
of working with CEOs and CFOs to help them achieve their growth
objectives," said Andrew Giaccia, Managing Partner of Chadbourne &
Parke. "Dana also brings a terrific breadth of experience in
transactional and regulatory matters, and disputes, which makes
him strongly suited to enhance the ongoing collaboration between
the diversity of practices and lawyers in our Washington office,"
added Mr. Giaccia.  "We know that Dana will help grow the office
very effectively."

In addition to serving as managing partner of Chadbourne's
Washington, D.C. office, Mr. Frix will continue to serve as chair
of the firm's telecommunications, media and technology practice
group.Mr. Frix, who joined Chadbourne in 2002, focuses on
corporate, regulatory and anti-competition matters in these
sectors.  He also advises companies in administrative and civil
litigation matters, specializing in those involving public policy
issues arising from the Federal Communications Commission (FCC)
and Federal Trade Commission (FTC) regulation. Mr. Frix holds an
M.A. from Georgetown University and a J.D. from Georgetown
University Law Center.

                   About Chadbourne & Parke LLP

Chadbourne & Parke LLP, -- http://www.chadbourne.com-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
venture capital and emerging companies, energy/renewable energy,
communications and technology, commercial and products liability
litigation, arbitration/IDR, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, executive compensation and employee benefits,
employment law, trusts and estates and government contract
matters. Major geographical areas of concentration include Russia,
Central and Eastern Europe, Turkey, the Middle East and Latin
America. The Firm has offices in New York, Washington D.C., Los
Angeles, Mexico City, Sao Paulo, London, Moscow, Warsaw, Kyiv,
Istanbul, Dubai and Beijing.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Raymond Howes
   Bankr. D. Nev. Case No. 12-51948
      Chapter 11 Petition filed August 19, 2012

In re Meridian Venture Partners LLC
   Bankr. M.D. Tenn. Case No. 12-07594
     Chapter 11 Petition filed August 19, 2012
         See http://bankrupt.com/misc/tnmb12-07594p.pdf
         See http://bankrupt.com/misc/tnmb12-07594c.pdf
         represented by: Scott D. Johannessen, Esq.
                         LAW OFFICE OF SCOTT D. JOHANNESSEN
                         E-mail: scott@sdjnet.com

In re Joshua Conzemius
   Bankr. D. Ariz. Case No. 12-18579
      Chapter 11 Petition filed August 20, 2012

In re Carrera Management Group, LLC
   Bankr. D. Ariz. Case No. 12-18587
     Chapter 11 Petition filed August 20, 2012
         See http://bankrupt.com/misc/azb12-18587.pdf
         represented by: William R. Richardson, Esq.
                         RICHARDSON & RICHARDSON, P.C.
                         E-mail: wrichlaw@aol.com

In re Michael Eric Carrera
   Bankr. D. Ariz. Case No. 12-18588
      Chapter 11 Petition filed August 20, 2012

In re Kempton & Nelson Therapy Clinics, LLC
   Bankr. D. Ariz. Case No. 12-18589
     Chapter 11 Petition filed August 20, 2012
         See http://bankrupt.com/misc/azb12-18589.pdf
         represented by: William R. Richardson, Esq.
                         RICHARDSON & RICHARDSON, P.C.
                         E-mail: wrichlaw@aol.com

In re Kempton & Nelson Diagnostics, LLC
   Bankr. D. Ariz. Case No. 12-18590
     Chapter 11 Petition filed August 20, 2012
         See http://bankrupt.com/misc/azb12-18590.pdf
         represented by: William R. Richardson, Esq.
                         RICHARDSON & RICHARDSON, P.C.
                         E-mail: wrichlaw@aol.com

In re Richard DeSantis
   Bankr. C.D. Calif. Case No. 12-17482
      Chapter 11 Petition filed August 20, 2012

In re Conga Consultants, LLC
   Bankr. C.D. Calif. Case No. 12-17493
     Chapter 11 Petition filed August 20, 2012
         See http://bankrupt.com/misc/cacb12-17493.pdf
         represented by: Robert S. Altagen, Esq.
                         LAW OFFICES OF ROBERT S. ALTAGEN
                         E-mail: rsaink@earthlink.net

In re Emogene Lee
   Bankr. C.D. Calif. Case No. 12-38453
      Chapter 11 Petition filed August 20, 2012

In re Joseph Walsh
   Bankr. N.D. Calif. Case No. 12-46917
      Chapter 11 Petition filed August 20, 2012

In re Hillcrest Resort, Inc.
        dba Champion EGC
            Champion MVP
            Hillcrest Golf & Camping Resort
   Bankr. C.D. Ill. Case No. 12-81892
     Chapter 11 Petition filed August 20, 2012
         See http://bankrupt.com/misc/ilcb12-81892.pdf
         represented by: Steven E. Balk, Esq.
                         E-mail: s.balk@mchsi.com

In re Lawrence Iwuamadi
   Bankr. E.D. Va. Case No. 12-73546
      Chapter 11 Petition filed August 20, 2012
In re Maria Costa
   Bankr. C.D. Calif. Case No. 12-29397
      Chapter 11 Petition filed August 21, 2012

In re Rogelio Rios Robles
   Bankr. C.D. Calif. Case No. 12-17503
      Chapter 11 Petition filed August 21, 2012

In re Snowy Range Business Trust
   Bankr. C.D. Calif. Case No. 12-17499
      Chapter 11 Petition filed August 21, 2012
          See http://bankrupt.com/misc/cacb12-17499.pdf
          Filed pro se

In re 3752 West Shields, LLC
   Bankr. N.D. Calif. Case No. 12-56176
      Chapter 11 Petition filed August 21, 2012
          See http://bankrupt.com/misc/canb12-56176.pdf
          Filed pro se

In re John Rebich
   Bankr. N.D. Calif. Case No. 12-12268
      Chapter 11 Petition filed August 21, 2012

In re Dax Ramos
   Bankr. D. Nev. Case No. 12-19682
      Chapter 11 Petition filed August 21, 2012

In re British Motor Cars Inc.
   Bankr. D.N.J. Case No. 12-30681
      Chapter 11 Petition filed August 21, 2012
          See http://bankrupt.com/misc/njb12-30681.pdf
          Filed pro se

In re Gale Wallach
   Bankr. E.D.N.Y. Case No. 12-75147
      Chapter 11 Petition filed August 21, 2012

In re Paul Kemsley
   Bankr. S.D.N.Y. Case No. 12-13570
      Chapter 11 Petition filed August 21, 2012

In re Royal Furniture Outlet, Inc.
   Bankr. E.D. Pa. Case No. 12-17891
      Chapter 11 Petition filed August 21, 2012
          See http://bankrupt.com/misc/paeb12-17891.pdf
          represented by: Jon M. Adelstein, Esq.
                          Adelstein & Kaliner, LLC
                          E-mail: jma@tradenet.net

In re Penn Data Services, Inc.
   Bankr. W.D. Pa. Case No. 12-24156
      Chapter 11 Petition filed August 21, 2012
          See http://bankrupt.com/misc/pawb12-24156.pdf
          represented by: Christopher M. Frye, Esq.
                          Steidl & Steinberg
                          E-mail: chris.frye@steidl-steinberg.com

In re Selena Cable
   Bankr. E.D. Tex. Case No. 12-42253
      Chapter 11 Petition filed August 21, 2012

In re Abel Valdez
   Bankr. S.D. Tex. Case No. 12-50215
      Chapter 11 Petition filed August 21, 2012



In re Alfonso Rincon
   Bankr. C.D. Calif. Case No. 12-38653
      Chapter 11 Petition filed August 22, 2012

In re Miguel Salazar
   Bankr. C.D. Calif. Case No. 12-38775
      Chapter 11 Petition filed August 22, 2012

In re Joseph West
   Bankr. E.D. Calif. Case No. 12-17224
      Chapter 11 Petition filed August 22, 2012

In re Carnegie Fund LLC
   Bankr. S.D. Calif. Case No. 12-11583
     Chapter 11 Petition filed August 22, 2012
         See http://bankrupt.com/misc/casb12-11583.pdf
         represented by: Kenneth C. Noorigian, Esq.
                         E-mail: kcnlaw@noorigian.com

In re Clara Ricardo de Mora
   Bankr. S.D. Fla. Case No. 12-30085
      Chapter 11 Petition filed August 22, 2012

In re Staff Incorporated
        dba The Wagon
   Bankr. C.D. Ill. Case No. 12-71887
     Chapter 11 Petition filed August 22, 2012
         See http://bankrupt.com/misc/ilcb12-71887.pdf
         represented by: Andrew Bourey, Esq.
                         BOUREY LAW OFFICES
                         E-mail: bkmail@boureylaw.com

In re Willie Coleman
   Bankr. D. Nev. Case No. 12-19746
      Chapter 11 Petition filed August 22, 2012

In re Construction Essentials Express LLC
   Bankr. S.D.N.Y. Case No. 12-23531
     Chapter 11 Petition filed August 22, 2012
         See http://bankrupt.com/misc/nysb12-23531.pdf
         represented by: Akhilesh Krishna, Esq.
                         E-mail: akhileshkrishna72@yahoo.com

In re Trebor Investments, LLC
   Bankr. E.D.N.C. Case No. 12-06061
     Chapter 11 Petition filed August 22, 2012
         See http://bankrupt.com/misc/nceb12-06061.pdf
         represented by: Jason L. Hendren, Esq.
                         HENDREN & MALONE, PLLC
                         E-mail: aspangler@hendrenmalone.com

In re Bowlmohr, Inc.
   Bankr. E.D.N.C. Case No. 12-06077
     Chapter 11 Petition filed August 22, 2012
         See http://bankrupt.com/misc/nceb12-06077.pdf
         represented by: Michael P. Peavey, Esq.
                         E-mail: mpeavey@peaveylaw.com

In re Larry Biddle
   Bankr. D. S.C. Case No. 12-05171
      Chapter 11 Petition filed August 22, 2012

In re El Nopal Restaurant, LLC
   Bankr. W.D. Tex. Case No. 12-31575
     Chapter 11 Petition filed August 22, 2012
         See http://bankrupt.com/misc/txwb12-31575p.pdf
         See http://bankrupt.com/misc/txwb12-31575c.pdf
         represented by: E. P. Bud Kirk, Esq.
                         E-mail: budkirk@aol.com

In re El Nopal Restaurant II, LLC
   Bankr. W.D. Tex. Case No. 12-31576
     Chapter 11 Petition filed August 22, 2012
         See http://bankrupt.com/misc/txwb12-31576p.pdf
         See http://bankrupt.com/misc/txwb12-31576c.pdf
         represented by: E. P. Bud Kirk, Esq.
                         E-mail: budkirk@aol.com

In re Keith A. Duescher
   Bankr. E.D. Wis. Case No. 12-32439
     Chapter 11 Petition filed August 22, 2012
         represented by: Lawrence G. Vesely, Esq.
                         E-mail: larry@veselylaw.com

In re G. Miller
   Bankr. E.D. Wis. Case No. 12-32487
      Chapter 11 Petition filed August 22, 2012
In re Jimmy Smith
   Bankr. E.D. Ark. Case No. 12-14915
      Chapter 11 Petition filed August 23, 2012

In re Eutiquio Chapa
   Bankr. N.D. Calif. Case No. 12-56272
      Chapter 11 Petition filed August 23, 2012

In re Bara Holdings 23 East LLC
   Bankr. N.D. Ill. Case No. 12-33535
     Chapter 11 Petition filed August 23, 2012
         See http://bankrupt.com/misc/ilnb12-33535.pdf
         represented by: Jon N. Dowat, Esq.
                         Thinking Outside the Box, Inc.
                         E-mail: thinkingoutside@comcast.net

In re Terry Mahrle
   Bankr. W.D. Mich. Case No. 12-07662
      Chapter 11 Petition filed August 23, 2012

In re Godas Development, Inc.
   Bankr. W.D. Mo. Case No. 12-21302
     Chapter 11 Petition filed August 23, 2012
         See http://bankrupt.com/misc/mowb12-21302.pdf
         represented by: Bryan Bacon, Esq.
                         Van Matre Harrison Hollis & Taylor P.C.
                         E-mail: bryan@vanmatre.com

In re Moyer Consulting and Contracting LLC
        dba Premium Computers
   Bankr. W.D. Mo. Case No. 12-61566
     Chapter 11 Petition filed August 23, 2012
         See http://bankrupt.com/misc/mowb12-61566.pdf
         represented by: David E. Schroeder, Esq.
                         David Schroeder Law Offices, PC
                         E-mail: bk1@dschroederlaw.com

In re Sentro Technologies, LLC
   Bankr. D. Nev. Case No. 12-51992
     Chapter 11 Petition filed August 23, 2012
         See http://bankrupt.com/misc/nvb12-51992.pdf
         represented by: Mark A. Goodman, Esq.
                         Goodman Law Center, P.C.
                         E-mail: mark.goodman.esq@gmail.com

In re Simon Morziano
   Bankr. D. Nev. Case No. 12-19779
      Chapter 11 Petition filed August 23, 2012

In re William Blaurock
   Bankr. D. Nev. Case No. 12-19810
      Chapter 11 Petition filed August 23, 2012

In re Cheryl Sciubba
   Bankr. D.N.J. Case No. 12-30952
      Chapter 11 Petition filed August 23, 2012

In re Feng Qing Wei
        aka David Wei
   Bankr. E.D.N.Y. Case No. 12-46132
      Chapter 11 Petition filed August 23, 2012

In re 243 B E. 149 St. Corp.
   Bankr. S.D.N.Y. Case No. 12-13622
     Chapter 11 Petition filed August 23, 2012
         See http://bankrupt.com/misc/nysb12-13622.pdf
         Filed pro se

In re Ulrich's Tavern, Inc.
   Bankr. W.D.N.Y. Case No. 12-12636
     Chapter 11 Petition filed August 23, 2012
         See http://bankrupt.com/misc/nywb12-12636.pdf
         represented by: Robert B. Gleichenhaus, Esq.
                         Gleichenhaus, Marchese & Weishaar, P.C.
                         E-mail: RBG_GMF@hotmail.com

In re Terry Clement
   Bankr. E.D. Tex. Case No. 12-42270
      Chapter 11 Petition filed August 23, 2012

In re Carl Johnston
   Bankr. W.D. Tex. Case No. 12-52600
      Chapter 11 Petition filed August 23, 2012

In re Donna Johnston
   Bankr. W.D. Tex. Case No. 12-52600
      Chapter 11 Petition filed August 23, 2012

In re McGowan Well Drilling, LLC
        aka McGowan Well Drilling
   Bankr. W.D. Tex. Case No. 12-31584
     Chapter 11 Petition filed August 23, 2012
         See http://bankrupt.com/misc/txwb12-31584p.pdf
         See http://bankrupt.com/misc/txwb12-31584c.pdf
         represented by: E. P. Bud Kirk, Esq.
                         E-mail: budkirk@aol.com

In re John Gray
   Bankr. E.D. Va. Case No. 12-15163
      Chapter 11 Petition filed August 23, 2012
In re Gordon Caruk
   Bankr. D. Ariz. Case No. 12-19096
      Chapter 11 Petition filed August 27, 2012

In re John Lopes
   Bankr. E.D. Calif. Case No. 12-17370
      Chapter 11 Petition filed August 27, 2012

In re Power Ventures, Inc.
   Bankr. N.D. Calif. Case No. 12-32488
      Chapter 11 Petition filed August 27, 2012
          See http://bankrupt.com/misc/canb12-32488.pdf
          represented by: Aleksandr A. Volkov, Esq.
                          Law Offices of Aleksandr A. Volkov
                          E-mail: volkoff@usa.net

In re Anthony Ward
   Bankr. S.D. Calif. Case No. 12-11780
      Chapter 11 Petition filed August 27, 2012

In re G&G Foods, LLC
   Bankr. N.D. Fla. Case No. 12-40588
      Chapter 11 Petition filed August 27, 2012
          See http://bankrupt.com/misc/flnb12-40588p.pdf
          See http://bankrupt.com/misc/flnb12-40588c.pdf
          represented by: Emilian Bucataru, Esq.
                          Law Office of Emilian Bucataru, PLLC
                          E-mail: emilian@bucataru.com

In re Eula Marshall
   Bankr. D. Md. Case No. 12-25715
      Chapter 11 Petition filed August 27, 2012

In re Harvey Marshall
   Bankr. D. Md. Case No. 12-25715
      Chapter 11 Petition filed August 27, 2012

In re Gail Soo Hoo-Williams
   Bankr. E.D. Mich. Case No. 12-59648
      Chapter 11 Petition filed August 27, 2012

In re Shamrock Asset Holdings, LLC
   Bankr. D. Nev. Case No. 12-52008
      Chapter 11 Petition filed August 27, 2012
          See http://bankrupt.com/misc/nvb12-52008.pdf
          Filed pro se

In re Lesli Timpone
   Bankr. D.N.J. Case No. 12-31195
      Chapter 11 Petition filed August 27, 2012

In re Chriselda Salazar
   Bankr. D.N.M. Case No. 12-13250
      Chapter 11 Petition filed August 27, 2012

In re Lyell Plymouth Service Center, Inc.
   Bankr. W.D.N.Y. Case No. 12-21408
      Chapter 11 Petition filed August 27, 2012
          See http://bankrupt.com/misc/nywb12-21408.pdf
          represented by: John A. Belluscio, Esq.
                          E-mail: jbelluscio@choiceonemail.com

In re Pleasures Enterprises 3, LLC
   Bankr. E.D. Pa. Case No. 12-18031
      Chapter 11 Petition filed August 27, 2012
          See http://bankrupt.com/misc/paeb12-18031p.pdf
          See http://bankrupt.com/misc/paeb12-18031c.pdf
          represented by: Roger V. Ashodian, Esq.
                          Regional Bankruptcy Center of SE PA
                          E-mail: rashodian@schollashodian.com

In re Chester Park Limited Partnership
   Bankr. W.D. Tenn. Case No. 12-12434
      Chapter 11 Petition filed August 27, 2012
          See http://bankrupt.com/misc/tnwb12-12434p.pdf
          See http://bankrupt.com/misc/tnwb12-12434c.pdf
          represented by: David Blaylock, Esq.
                          Glankler Brown, PLLC
                          E-mail: dblaylock@glankler.com

In re West Seattle Fitness LLC
   Bankr. W.D. Wash. Case No. 12-18818
      Chapter 11 Petition filed August 27, 2012
          See http://bankrupt.com/misc/wawb12-18818.pdf
          represented by: James E. Dickmeyer, Esq.
                          E-mail: jim@jdlaw.net



                            *********

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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