TCR_Public/120831.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 31, 2012, Vol. 16, No. 242

                            Headlines

307 HAMILTON: Case Summary & 2 Largest Unsecured Creditors
AMERICAN AIRLINES: Seeks Approval of New Flight Attendants Deal
AMERICAN AIRLINES: Asks Court to Approve New TWU Labor Contract
AMERICAN AIRLINES: Limits Issues in New Bid to Scrap Pilots' CBA
AMERICAN AIRLINES: Court OKs Accord Over Tulsa Airport Sublease

AMERICAN AIRLINES: Wins More Time to Decide on 12 Contracts
AMERICAN AIRLINES: Has Green Light to Acquire 11 Boeing Planes
AMERICAN AIRLINES: Claimants May Pursue Insurance Claims
AMERICAN HOME: Triad Can't Fight Coverage in Bankruptcy Court
AMPAL-AMERICAN ISRAEL: Files for Chapter 11 Due to Cash Woes

APEX KATY: Can Employ J. Patrick Magill as Strategy Consultant
ARTE SENIOR: U.S. Trustee Fails to Name Creditors Committee
ARTE SENIOR: Files List of 20 Unsecured Creditors
ARTE SENIOR LIVING: Has Access to Cash Collateral Until Sept. 30
ATLANTIC BROADBAND: S&P Gives 'BB+' Rating on $710MM Secured Debt

BLITZ USA: Sept. 6 Auction for All Assets Scheduled
BLUE SPRINGS FORD: Wants to Hire Spencer Fane as Conflicts Counsel
BOCA POST: Case Summary & 12 Unsecured Creditors
BTA BANK: Kazakhstan Bank Given Chapter 15 Protection
CANOPY FINANCIAL: Case Trustee Wins Battle v. Jewelry Retailers

CAPITOL BANCORP: Judge Denies Bid to Delay Committee Appointment
CARPENTER CONTRACTORS: Files Amended Schedules of Assets & Debts
CHICAGO, IL: S&P Cuts Rating on Series 1999A Housing Bonds to 'BB'
CNO FINANCIAL: Moody's Upgrades Sr. Secured Debt Rating to 'Ba3'
CONSOLIDATED TRANSPORT: Sec. 341 Creditors' Meeting on Sept. 21

CONTEC HOLDINGS: Files for Chapter 11 With Plan
CONTEC HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
CPI CORP: Michael Glazer Steps Down as Board Member
CROSS ISLAND: Has Access to Cash Collateral Until Dec. 15
DAVID'S BRIDAL: Moody's Says Clayton Deal No Impact on Ratings

DAVID'S BRIDAL: S&P Puts 'B' Corp. Credit Rating on Watch Negative
DYNEGY INC: US Trustee Objects to Confirmation of Ch. 11 Plan
EASTMAN KODAK: Debtor, Lenders Want Apple Patent Appeal Dismissed
EASTERN LIVESTOCK: Creditors Want Baker & Daniels' Terminated
EGPI FIRECREEK: Approves Issuances of Restricted Common Stock

EWING HEATING: Case Summary & 13 Unsecured Creditors
FIBERTOWER NETWORK: Andrews Kurth Approved as Bankruptcy Counsel
FIBERTOWER NETWORK: BMC Group OK'd as Claims and Noticing Agent
FIBERTOWER NETWORK: FTI Consulting Approved as Financial Advisor
FIBERTOWER NETWORK: Goldin OK'd as Panel's Financial Advisors

FIBERTOWER NETWORK: Otterbourg OK'd as Committee's Lead Co-Counsel
FLETCHER INTERNATIONAL: Demands Access to Servers in Ch. 11
FTM REAL ESTATE: Has Access to Cash Until Sept. 19
FULLER BRUSH: Victory Park-Led Auction on Oct. 16
GENERAC POWER: Moody's Corrects May 8, 2012 Rating Release

GENESEE & WYOMING: S&P Gives 'BB-' CCR on RailAmerica Merger
GENOIL INC: Had C$506,500 Net Loss in Second Quarter
GENOIL INC: Incurs C$506,500 Net Loss in Second Quarter
GEROVA FINANCIAL: Liquidators Seek TRO & Preliminary Injunction
GIBBY'S INC: Case Summary & 8 Largest Unsecured Creditors

GOODMAN GLOBAL: Moody's Says Dalkin Buyout Deal Credit Positive
GOSPEL RESCUE: Auditor Fails to Meet "Disinterestedness" Test
HARPER BRUSH: UM Bank Has 41.3% Equity Cushion
HERTZ CORP: DTG Acquisition Cues Fitch to Affirm Ratings
HOLSTED MARKETING: Voluntary Chapter 11 Case Summary

HOSTESS BRANDS: Court Extends Cash Access Through Nov. 30
HYDROFLAME TECH: Has Until Sept. 17 to Answer Bankruptcy Petition
ICEWEB INC: Board Adopts 2012 Equity Compensation Plan
INNER CITY: Seeks 45-Day Extension to File Chapter 11 Plan
INNOVARO, INC: Financial Plan Approved by NYSE MKT

INTERTAPE POLYMER: Moody's Affirms 'B2' CFR; Outlook Stable
ISTAR FINANCIAL: Fitch Changes Stock Rating to 'CCC-/RR6'
JASPERS ENTERPRISES: Note May Have Matured Aug. 27
JEFFERSON COUNTY: Aims to File Payment Plan by Year's End
JNC SERVICES: Case Summary & 10 Unsecured Creditors

LENNAR CORP: Seeks Permission to Foreclose on Medford Property
LE-NATURE'S INC: K&L Gates Appeals Revival of Malpractice Suit
LEGENDS GAMING: Jenner & Block OK'd for Sale-Related Matters
LEGENDS GAMING: Global Gaming-Led Auction on Oct. 15
MAHA PROPERTY: Case Summary & 11 Unsecured Creditors

MANISTIQUE PAPERS: Changes Name to Manistique Papers Liquidation
MAPLE CREEK: Case Summary & Unsecured Creditor
MAXIM CRANE: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
MUTUAL BENEFITS OFFSHORE: Court Wants Trial Over Ownership Dispute
NELNET INC: Moody's Affirms 'Ba2' Subordinated Debt Rating

NEOGENIX ONCOLOGY: Has Nod to Hire Greenberg Traurig as Counsel
NEOGENIX ONCOLOGY: Piper Jaffray Okayed as Investment Banker
NEOGENIX ONCOLOGY: Official Equity Committee Named
NEOMEDIA TECHNOLOGIES: Names Jeff Huitt Chief Financial Officer
NORTH END UNITED: Members Vote Down Deal to Pay Creditors

OCEAN DRIVE: Cavalier Hotel Filing Stops Foreclosure
OTOLOGICS LLC: Sale to Cochlear Set for Sept. 5 Hearing
PACER MANAGEMENT: Knox County Provides Emergency Funding
PARADISE HOSPITALITY: Required to File Plan by Sept. 13
PATRIOT COAL: Creditors Objects to Venue Transfer Motion

PEMCO WORLD: Anticipates Closing Sale to Avion by Monthend
PENINSULA HOSPITAL: Court OKs AFS as Collection Service Providers
PENINSULA HOSPITAL: Abrams Fensterman Replaces Tarter as Counsel
PENN CENTRAL: Successor Entity Liable to 32 Ex-Workers' Claims
PEREGRINE FINANCIAL: Customers Object to Lawyer's Fee Hike

PETTERS GROUP: Trustee Can Recoup $200,000 From Soccer Club
PIEDMONT CENTER: Can Use BP Cash Collateral Until Oct. 31
PINNACLE AIRLINES: Court Approves Deloitte Tax as Tax Advisor
PINNACLE AIRLINES: Donlin Recano Is Committee's Admin. Agent
PJP ENTERPRISES: Case Summary & 15 Largest Unsecured Creditors

PRINCE SPORTS: Reorganization Plan Declared Effective
PURE BEAUTY: Plan Exclusivity Expires Oct. 28
RAILAMERICA INC: S&P Removes 'BB-' Corp. Credit Rating From Watch
RESIDENTIAL CAPITAL: Follows Hawker Fate With Rejection of Bonuses
REX VENTURE: Receiver Estimates 2 Million Victims

RITZ CAMERA: Cooley LLP Approved as Committee's Lead Counsel
RITZ CAMERA: Richards Layton Approved as Panel's Delaware Counsel
RITZ CAMERA: PwC Approved as Committee's Financial Advisors
RITZ CAMERA: Trustee Names Alan Chapell Consumer Privacy Ombudsman
SANITARY AND IMPROVEMENT: Chapter 9 Case Summary

SCOOP MANAGEMENT: Law Firm Agrees to Pay $25MM for Nadel Fraud
SHEARER'S FOODS: S&P Puts 'CCC+' Corp. Credit Rating on Watch Pos
SNOKIST GROWERS: Secured Lenders Released from All Claims
SOLYNDRA LLC: Generated $117,200 from Sale of Core Assets
SONOMA VINEYARD: Donna Tamanaha Substitutes as Trustee's Counsel
SOUTHERN STATES COOP: S&P Lowers CCR to 'B' on Weaker Earnings

SP NEWSPRINT: No Auction Held; Case to Be Converted to Chapter 7
STACKPOLE POWERTRAIN: S&P Affirms 'B+' CCR, Withdraws Ratings
STANFORD GROUP: Former Executives Face SEC Charges
STATE STREET: Case Summary & 2 Largest Unsecured Creditors
SYMS CORP: Altered Plan to Pay Interest on Unsecured Claims

SYMS CORP: Asks Judge to Junk Jeweler's $6 Mil. Claim
SYNAGRO TECHNOLOGIES: In Talks to Address Debt Maturities
TAYLOR BEAN: Allowed to Share With Ocala Possible Deloitte Payout
TRIDENT MICROSYSTEMS: Seeks OK on Cross-Border Insolvency Protocol
TRONOX INC: TiO2 Antitrust Litigation Certified as Class Suit

US FIDELIS: Plan Confirmed by Judge in St. Louis
VELO HOLDINGS: GWM Holdings is Neverblue's Stalking Horse Bidder
VENOCO INC: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Stable
VILLAGE RESORTS: Chapter 11 Bankruptcy Case Closed
VISSER FARMS: California, Texas Dairy Farms File Ch. 11 in Fresno

WACONIA RETAIL: Case Summary & Largest Unsecured Creditor
WESCO AIRCRAFT: S&P Affirms 'BB-' Corporate Credit Rating
WESTERLY HOSPITAL: Judge to Rule on Lawrence Hospital Bid
WINSTAR COMMS: 2nd Cir. Reinstates Claims Against Grant Thornton
ZERODRAFT INSULATION: Case Summary & 20 Largest Unsec Creditors

* Casino Developer Owes $100M In Guarantee Loans: NY Court

* 3 Spencer Fane Britt Bankruptcy Lawyers Recognized

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses

                            *********

307 HAMILTON: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 307 Hamilton Avenue, LLC
        4 Perryridge Road
        Greenwich, CT 06830

Bankruptcy Case No.: 12-51589

Chapter 11 Petition Date: August 27, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN, PC
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ctb12-51589.pdf

The petition was signed by Danny Gabriel, Attorney in Fact for
Luca Gabriele, member.


AMERICAN AIRLINES: Seeks Approval of New Flight Attendants Deal
---------------------------------------------------------------
American Airlines Inc.'s flight attendants accepted a contract
offer from the airline, a move that prevented a cancellation of
their current contract.

The flight attendants wound up their ratification voting on
Aug. 19, with 59.5% accepting the offer to 40.5% turning it down.
Almost 93% of the voters cast ballots, The Wall Street Journal
reported.

If the flight attendants had rejected the offer, American Airlines
was expected to ask the bankruptcy judge overseeing AMR Corp.'s
restructuring to cancel their current contract and allow the
company to impose more drastic terms on the group, the report
said.

Under the new labor contract, the flight attendants are offered
larger pay increases, an early-retirement option for senior
attendants and 3% of the equity of the restructured company.

American Airlines said in a statement the ratification is an
important step in its restructuring, and that the "yes" vote means
the flight attendants will see many benefits that would not have
been available without a consensual agreement.

Separately, AMR filed a motion on Aug. 24 asking Judge Sean Lane
of the U.S. Bankruptcy Court for the Southern District of New York
to authorize American Airlines to enter into the new labor
contract with the Association of Professional Flight Attendants,
the union representing the 18,000 flight attendants.

The terms of the new labor contract are outlined in a proposal and
two letter agreements, which can be accessed without charge at
http://bankrupt.com/misc/AMR_CBAsAPFA.pdf

A court hearing is scheduled for Sept. 12.  Objections are due by
Sept. 5.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Asks Court to Approve New TWU Labor Contract
---------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court for the Southern
District of New York to allow American Airlines Inc. to enter into
a new collective bargaining agreement with the Transport Workers
Union of America.

The new agreement "recognizes the concerns of American's mechanic
& related and stores employee groups while providing the debtors
with the necessary savings and work rule flexibility that are key
to their long-term viability," according to the company's lawyer,
Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, in New York.

The CBA provides for annual pay increases, an early out incentive,
and enhanced 401(k) contributions, according to court papers.

Specifically, the CBA provides for structured base pay rate
increases in each year of the agreement as well as for pay rates
to be increased to industry average at the mid-point of the term
of the agreement.

The CBA also provides new retirement defined contribution benefits
in line with those provided to peers at other network carriers but
provides for a freeze of the existing defined benefit retirement
plans.

The agreement also preserves medical benefits in line with those
offered to other employees of AMR and its affiliates.  Future
retirees will have access to retiree medical coverage or Medicare
supplement coverage at their cost.

The terms of the CBA are outlined in two settlement proposals,
which can be accessed without charge at http://is.gd/gr4bAJ

In view of the revisions to the current CBA with the union, the
new agreement also contains additional provisions related to the
administration of AMR's bankruptcy case and a proposed
restructuring plan.  These understandings are reflected in a
settlement letter and the letters of memorandum, which can be
accessed at http://is.gd/GTLnu9

A court hearing to consider approval of the request is scheduled
for Sept. 12.  Objections are due by Sept. 5.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Limits Issues in New Bid to Scrap Pilots' CBA
----------------------------------------------------------------
American Airlines Inc. has filed a motion in limine to restrict
the scope of the hearing on its renewed request to cancel a labor
contract with pilots to its proposal on code-sharing.

The motion, if granted, would block the Allied Pilots Association,
the union representing the airlines' pilots, from any attempt to
have the bankruptcy court "relitigate" issues that had been
resolved in its prior rulings.

"No other issue remains for the court to consider and any attempt
by APA to introduce arguments pertaining to already settled issues
should therefore be rejected as irrelevant," Todd Duffield, Esq.,
at Weil Gotshal & Manges LLP, in New York, said in court papers.

American Airlines on August 17 asked Judge Sean Lane for
permission to cancel a labor contract with APA after the
bankruptcy judge denied an earlier proposal to remove all
restrictions on the airline's power to furlough pilots and to
outsource flying via code-share agreements with other airlines.

In the new request, AMR removed its prior proposal on furlough
protections while it added a cap on how many code-share agreements
it could enter.

Separately, a group of pilots has filed court papers opposing
American's proposal to cancel its labor contract with the Allied
Pilots Association.  The group is composed of pilots currently
employed by American on an approved leave of absence or disability
retirement who were hired by the airline prior to Nov. 1, 1983.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Court OKs Accord Over Tulsa Airport Sublease
---------------------------------------------------------------
AMR Corp. obtained a court order approving a settlement with Bank
of New York Mellon and other bond trustees.

The deal calls for the assumption of a sublease dated June 24,
1958 between the Tulsa Municipal Airport Trust and American
Airlines Inc., an AMR subsidiary.  It also requires AMR to pay the
defaults under the sublease.

American Airlines entered into the 1958 contract to lease a
parcel of ground at the Tulsa International Airport for its
aircraft maintenance base.

Payments under the sublease are applied to ground rentals for use
of the maintenance base and to debt service on the bonds issued
by the trust under an indenture it executed with BNY Mellon.  The
bonds are guaranteed by AMR.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins More Time to Decide on 12 Contracts
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave AMR Corp. additional time to decide on whether to assume or
reject 12 contracts.

The contracts include leases for nonresidential real properties
that American Airlines Inc. and American Eagle Airlines Inc.
entered into with airport authorities.  A list of the leases is
available at http://bankrupt.com/misc/AMR_12Leases081412.pdf

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Green Light to Acquire 11 Boeing Planes
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. was authorized by the bankruptcy court on
Aug. 28 to take delivery of 11 previously ordered Boeing 737-832
aircraft between September and March.

According to the report the aircraft acquisitions will be financed
by sale-and leaseback transactions with Shannon, Ireland-based
AerCap Ireland Ltd.  The purchase price and terms of the
financings weren't disclosed publicly.  AMR said it will be taking
delivery of 43 Boeing 737-832s from September through the end of
2013.

Mr. Rochelle also reports that US Airways Group Inc. corrected
statements from the pilots' union and said it hasn't yet signed a
non-disclosure agreement with AMR.  The agreement, when signed,
would enable US Airways to receive confidential financial
information to assist in formulating a merger proposal for the two
airlines.  US Airways acceded to a request by AMR and agreed at
least temporarily to halt discussions with labor unions at
American Airlines.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Claimants May Pursue Insurance Claims
--------------------------------------------------------
AMR Corp. entered into an agreement that allows nine claimants
to prosecute their insurance claims.

The agreement calls for the lifting of the automatic stay, an
injunction that halts actions by creditors against a company in
bankruptcy protection.

Under the deal, Patrick Massi, Claudette McLish, Sashi Wijendra
Thalayasinghem, Susan Geminder and a group of claimants led by
Teresa Migdelany agreed that they will only seek to recover any
liquidated final judgment or settlement, or be paid with respect
to their claims from available insurance coverage under AMR's
insurance policies.

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

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN HOME: Triad Can't Fight Coverage in Bankruptcy Court
-------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher S. Sontchi on Monday tossed a putative class
action by Triad Guaranty Insurance Corp., which had sought to
cancel its obligations to current holders of loans originated by
now-reorganized American Home Mortgage Holdings Inc., ruling the
court lacked subject matter jurisdiction.

Bankruptcy Law360 relates that Judge Sontchi ruled the court could
not exercise jurisdiction as Triad had not shown the suit had any
relevant connection to the remaining case.

                      About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection (Bankr. D. Del. Case Nos. 07-11047 through 07-11054) on
Aug. 6, 2007.  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
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
Aug. 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009.  The plan was
implemented in November 2010.


AMPAL-AMERICAN ISRAEL: Files for Chapter 11 Due to Cash Woes
------------------------------------------------------------
Ampal-American Israel Corporation filed a voluntary petition for
Chapter 11 reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on
Aug. 29.

The Company's Board of Directors determined that such a filing is
in the best interests of the Company's stakeholders and the best
and most efficient method for the Company to pursue a plan to
restructure the Company's Series A, Series B and Series C
debentures.

As a result of the filing and pursuant to Section 362(a) of the
United States Bankruptcy Code, immediately upon the filing of the
petition an injunction referred to as the "automatic stay" was
imposed staying the continuation or commencement of any actions
against the Company and its assets, wherever located.  Therefore,
all of the Company's creditors are prohibited from enforcing any
of their rights and bringing any claims against the Company or any
of its assets, wherever located.

The Company has been seeking to negotiate agreements with the
holders of the Debentures for eight months.  The Company offered
the Debenture holders a number of proposals to restructure the
Debentures, including the proposed outline for arrangement that
the Company published on July 17, 2012, as amended on July 30,
2012.  At this time, the Company has determined that the best
forum to continue negotiations and to seek approval of a
restructure plan is through the Chapter 11 process.

The Company expects to work closely with its Debenture holders,
creditors and other stakeholders to implement a restructuring plan
through the Chapter 11 case, and to emerge as a financially
stronger company.

In conjunction with the filing, the Company intends to file a
variety of first day motions that will allow it to continue to
manage operations in the ordinary course.  Those motions include:

   1. Request to maintain and use existing bank accounts, checks
      and business forms;

   2. Request a waiver of the requirements to file an equity list
      and provide notice to equity security holders;

   3. Request a motion for an order prohibiting utilities from
      altering, refusing or discontinuing service and deeming
      utilities adequately assured of future performance; and

   4. Request an order authorizing the employment and retention of
      Bryan Cave LLP as Attorneys for the Company.

                            About Ampal

Ampal and its subsidiaries -- http://www.ampal.com/-- acquire
interests primarily in businesses located in the State of Israel
or that are Israel-related.  Ampal is seeking opportunistic
situations in a variety of industries, with a focus on energy,
chemicals and related sectors.  Ampal's goal is to develop or
acquire majority interests in businesses that are profitable and
generate significant free cash flow that Ampal can control.

Bryan Cave LLP, New York, New York, is the Company's counsel in
connection with the filing.


APEX KATY: Can Employ J. Patrick Magill as Strategy Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for Southern District of Texas has
authorized Apex Katy Physicians LLC to employ J. Patrick Magill
with MCR Capital Advisors as strategy consultant.

The Debtor relates that it employed Sperry Van Ness/W. Forrest
Group, Commercial Real Estate Advisors as its real estate broker
to sell the Hospital Building.  In addition, the Debtor has
retained Dr. Sheri Dasco as special counsel to actively work
towards resolving certain healthcare licensing issues for the
Hospital Building.

In connection with the lease or sale, Mr. Magill will provide
consulting services including, but not limited to, design,
development and implementation of an appropriate strategy for the
sale of the Hospital Building and to determine if the Hospital
Building can be sold in a prudent manner, subject to renewal of
the hospital license as LTACH facility, or outline and implement
alternative plans for the sale of Hospital Building in the event
and LTACH license cannot be obtained.

The hourly rates of the firm's personnel are:

         Mr. Magill, senior partner            $300
         Associates                            $175

The firm has requested a $10,000 retainer.  Pankaj K. Shah, MD,
the manager of the Debtor has agreed to advance the retainer
through a loan to the Debtor.  Mr. Shah is also the manager of
Indus Associates, LLC, which holds a 76.7% equity interest in the
Debtor.

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

                   About Apex Katy Physicians

Apex Katy Physicians, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-31848) on March 6, 2012, estimating
$10 million to $50 million in assets and debts.  Judge Marvin
Isgur presides over the case.  Attorneys at Hoover Slovacek, LLP,
represent the Debtor.

Affiliate Apex Long Term Acute Care-Katy, LP, a long-term care
facility, filed a separate Chapter 11 petition (Case No. 09-37096)
on Sept. 25, 2009.  The Debtor disclosed $15,237,691 in assets and
$13,646,951 in liabilities.


ARTE SENIOR: U.S. Trustee Fails to Name Creditors Committee
-----------------------------------------------------------
The United States Trustee advised the Bankruptcy Court for the
District of Arizona that an unsecured creditors' committee for
Arte Senior Living L.L.C. under 11 U.S.C. Sec. 1102 has not been
appointed because an insufficient number of persons holding
unsecured claims against the debtor have expressed interest in
serving on a committee.  The U.S. Trustee reserves the right to
appoint such a committee should interest develop among the
creditors.

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of approximately
128,514 square feet of rentable living space.  The Property is
managed by Encore Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ARTE SENIOR: Files List of 20 Unsecured Creditors
-------------------------------------------------
Arte Senior Living LLC, filed with the U.S. Bankruptcy Court
District of Arizona a list of its largest unsecured creditors,
disclosing:

   Name of Creditor                           Amount
   ----------------                           ------
ADP, Inc.                                       $524
P.O. Box 0500
Carol Stream, IL
60132-0500

Airpark Signs & Graphics                        $538
1205 N. Miller Road
Tempe, AZ 85281

Ameripride Linen & Apparel Services           $7,331
6025 W. Van Buren
Phoenix, AZ 85063-4548

Arizona Elevator Solutions                    $1,428
208 South River Drive
Tempe, AZ 85281

Bob Nagel                                       $519
5937 North Cutter Circle
Portland, OR 97217

Cintas Corp. Loc 696                            $442
2425 N. Nevada Street
Chandler, AZ 85225

Crystal Clean Pool                              $894
Service & Repair
P.O. Box 17447
Fountain Hills, AZ 85269

Desert Star                                     $810
Landscaping
P.O. Box 27976
Scottsdale, AZ 85255

Galbut & Galbut, P.C.                         $7,934
c/o Martin Galbut
2425 E. Camelback Rd., Suite 1020
Phoenix, AZ 85016

HD Supply Facilities Maintenance              $1,064
P.O. Box 509058
San Diego, CA 92150

Hoffman Southwest                               $329
Corp. - ROTO Rooter
4940 W. Watkins
Phoenix, AZ 85043

Lanmor Services, Inc.                           $435
2058 West Roste Garden Lane
Phoenix, AZ 85027

Mollet Printing                                 $504
717 Ne Lombard St.
Portland, OR 97211

Shamrock Foods Company                       $10,658
P.O. Box 52438
Phoenix, AZ 85072-2438

Specialty Cleaning Services                     $322
2601 E. Arabian Drive
Gilbert, AZ 85296

Sw Water Service                                $978
8041 East Cambridge Ave.
Scottsdale, AZ 85257

Tempe Mechanical                              $4,403
3385 N. Nevada Street
Chandler, AZ 85225

Venable Campillo                              $4,132
Attn: Peggy L. Privett
Logan And Meaney PC
1938 E. Osborn Road
Phoenix, AZ 85016

West-Lite Supply Co., Inc.                      $959
12951 166th Street
Cerritos, CA 90703

Wist Office Products Co.                        $448
P.O. Box 24118
Tempe, AZ 85285

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of approximately
128,514 square feet of rentable living space.  The Property is
managed by Encore Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ARTE SENIOR LIVING: Has Access to Cash Collateral Until Sept. 30
----------------------------------------------------------------
The Hon. George B. Nielsen of the U.S. Bankruptcy Court for the
District of Arizona signed a stipulated interim order authorizing
Arte Senior Living L.L.C., to use the cash collateral of secured
creditor SMA Portfolio Owner, LLC; and incur postpetition Debtor-
In-Possession financing from the Debtor's members, ASL
Investments, LLC and SD Holdings, LLC.

The lender and the U.S. Trustee have consented to the Debtor's use
of cash collateral; and incurring postpetition financing from its
members.

The Debtor is authorized to use cash collateral to pay for the
ordinary and necessary expenses associated with operating and
maintaining the Debtor's property until Sept. 30, 2012, with a 10%
variance per category.

The Court also ordered that any cash collateral received by the
Debtor in excess of that required for operations will be held in
the Debtor's DIP operating account until the time as the lender
consents to, or the Court orders, its use.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender a
replacement lien in the same types of collateral, with the same
validity and priority, as its prepetition lien.

Additionally, the Debtor is authorized to incur postpetition debt
on an interim basis, except that any postpetition financing
provided to the Debtor by the Debtor's members will not be on a
superpriority basis but, rather, will only be on a priority basis.

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of approximately
128,514 square feet of rentable living space.  The Property is
managed by Encore Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ATLANTIC BROADBAND: S&P Gives 'BB+' Rating on $710MM Secured Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services rated an aggregate of $710
million of senior secured, first-lien credit facilities of co-
borrowers Acquisitions Cogeco Cable II LP, Acquisitions Cogeco
Cable II Inc., and Atlantic Broadband (Penn) Holdings Inc. The new
credit facilities will be used to partly finance the approximate
$1.4 billion purchase of Quincy, Mass.-based cable-TV provider
Atlantic Broadband Finance LLC (ABB) by Montreal-based cable
operator Cogeco Cable Inc. (BB+/Stable/--; Cogeco), a transaction
expected to close by the end of 2012. The borrowers will be
subsidiaries of Cogeco, but on closing of the acquisition, these
credit facilities will become restricted debt obligations
of ABB without recourse to Cogeco.

"We assigned our 'BB+' issue-level rating and '2' recovery rating
to the $50 million revolving credit facility due 2017 and to two
term loans--a term loan A due 2017 and a term loan B due 2019. The
aggregate amount of the term loans will be $660 million, but the
distribution has yet to be determined. The '2' recovery rating
indicates our expectations for substantial (70% to 90%) recovery
of principal in the event of a payment default," S&P said.

"At the same time, the 'B+' corporate credit rating on ABB remains
unchanged - on CreditWatch, where it was placed with positive
implications on June 20, 2012, when the proposed sale of the
company to Cogeco was announced. We had earlier noted that ratings
at Cogeco would not be affected by the acquisition of ABB. When
the transaction closes, we expect to raise ABB's corporate credit
rating to 'BB', one notch below our corporate credit rating on
Cogeco, reflecting a stand-alone credit profile of 'b+' plus two
notches of uplift, based on our view that ABB is a strategic
acquisition for Cogeco. That view recognizes that about half of
the purchase price will be on Cogeco's balance sheet, both
companies are in the same business, and ABB is an important growth
and geographic diversification vehicle for Cogeco. However, for a
number of reasons, including the fact that Cogeco and ABB operate
in different countries and that ABB will not share the same name
or branding as Cogeco's cable operations, we do not analytically
consolidate the ratings of the two companies. Instead, we
anticipate that Cogeco would be likely to provide some degree of
financial support to ABB, if needed, but ultimately, Cogeco would
not intervene to prevent a potential default at ABB," S&P said.

"The prospective refinancing will not materially affect ABB's
current financial risk profile. That assessment assumes a minimum
20% cushion under final leverage and interest coverage financial
covenants. Therefore, on a stand-alone basis, ABB's rating would
incorporate our view of a 'satisfactory' business risk profile
(recently revised from 'fair' as part of a sector review for small
and midsized cable companies, combined with a 'highly leveraged'
financial risk profile (absent the imputed Cogeco support.) On
close of the acquisition, we will withdraw our ratings on the
existing first- and second-lien debt at ABB," S&P said.

RATINGS LIST

Atlantic Broadband Finance LLC
Corporate Credit Rating         B+/Watch Pos/--

New Ratings

Acquisitions Cogeco Cable II LP
Acquisitions Cogeco Cable II Inc.
Atlantic Broadband (Penn) Holdings Inc.
Senior Secured
  $50 mil. revlvg cred fac       BB+
   Recovery Rating               2
  Term loan A due 2017           BB+
   Recovery Rating               2
  Term loan B due 2019           BB+
   Recovery Rating               2


BLITZ USA: Sept. 6 Auction for All Assets Scheduled
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Blitz U.S.A., Inc., et al., to sell substantially all of their
assets, subject to bigger and better offers.

The Debtors scheduled a Sept. 6, 2012 auction for the assets.

The auction for the assets will be held at Richards, Layton &
Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington,
Delaware.

The Court will consider the sale of the assets to the winning
bidder at a hearing on Sept. 11, at 9:30 a.m.  Objections, if any,
are due Sept. 10, at 12 noon.

The Official Committee of Unsecured Creditors objected to the
"constricted timeline" originally proposed by the Debtors.  In the
motion, the Debtors had requested to hold an Aug. 23 auction and
seek approval of the sale at an Aug. 29 hearing.

In the order approving the bidding procedures, the Court said the
Debtor may select a stalking horse bidder and a stalking horse
bid, after consultation with the secured lenders and the Official
Committee of Unsecured Creditors.

In the event that the Debtors find it necessary to seek approval
of bid protection, including a break up fee and expense
reimbursement, the Debtors will serve notice of the proposed bid
protection on all interested parties.

A copy of the sale order is available for free at
http://bankrupt.com/misc/BLITZUSA_sale_order.pdf

                         About Blitz U.S.A.

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

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

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

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

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

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

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


BLUE SPRINGS FORD: Wants to Hire Spencer Fane as Conflicts Counsel
------------------------------------------------------------------
Blue Springs Ford Sales, Inc., asks the Bankruptcy Court for
authority to emply the law firm of Spencer Fane Britt & Browne LLP
as special conflicts counsel for the Debtor.

The Debtor has selected Spencer Fane because of its attorneys'
expertise and knowledge in chapter 11 cases, because of its
attorneys' extensive bankruptcy litigation and transactional
experience, and because of its attorneys' experience in handling
matters in the Western District of Missouri.

Spencer Fane will represent the Debtor only in connection with the
Conflict Matters as and when requested by the Trustee.  Initially,
SFBB will be engaged to conduct an analysis of lease issues
between the Debtor and BFRE, LLC, including whether the Debtor's
lease with BFRE, LLC is a fair market lease.  Subject to this
Court's approval of this Application, SFBB has indicated that it
is willing to serve as special conflicts counsel in this chapter
11 Case to perform the services.

The Debtor proposes to pay Spencer Fane its customary hourly rates
for services rendered.  The firm's hourly rates range from $305 to
$425 per hour for partners, $220 per hour for associates and $170
per hour for paraprofessionals.  The primary attorneys and
paralegals expected to represent the Debtor, and their hourly
rates are:

     Scott J. Goldstein      (Partner)      $425 per hour
     Lisa E. Dade            (Partner)      $335 per hour
     Eric L. Johnson         (Partner)      $305 per hour
     Heather Morris          (Associate)    $220 per hour
     Lisa Wright             (Paralegal)    $170 per hour

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

                        About Blue Springs

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.  The
petition was signed by Robert C. Balderston, president.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BOCA POST: Case Summary & 12 Unsecured Creditors
------------------------------------------------
Debtor: Boca Post Office, LLC
        426 E. Palmetto Park Road
        Boca Raton, FL 33432

Bankruptcy Case No.: 12-30463

Chapter 11 Petition Date: August 28, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Scheduled Assets: $7,000,074

Scheduled Liabilities: $5,996,781

A copy of the Company's list of its 12 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-30463.pdf

The petition was signed by Gregory Talbott, manager.


BTA BANK: Kazakhstan Bank Given Chapter 15 Protection
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that BTA Bank JSC, Kazakhstan's third-largest lender by
assets, was given bankruptcy protection in the U.S. by a
bankruptcy judge in New York.

According to the report, the bankruptcy judge ruled that the
bank's principal bankruptcy is in Kazakhstan, thus invoking the
protections of Chapter 15.  For compliance with the standards
required for Chapter 15, creditor suits and actions in the U.S.
are automatically halted.

                          About BTA Bank

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BTA Bank is represented in the U.S. by Evan C. Hollander, Esq.,
at White & Case LLP.  Judge James M. Peck oversees the Chapter 11
case.


CANOPY FINANCIAL: Case Trustee Wins Battle v. Jewelry Retailers
---------------------------------------------------------------
Geneva Seal, Inc., and Lester Lampert, Inc., lost at the district
court level in their bid to keep sums paid by officers of defunct
software developer Canopy Financial Inc. to buy expensive gifts
for themselves and a girlfriend.  The liquidation trustee for
Canopy sued the fine jewelry and watch retailers in bankruptcy
court to recover fraudulent transfers they received from Canopy.
In February 2012, the District Court for the Northern District of
Illinois granted the defendants' motions to withdraw the reference
to the bankruptcy court, after each defendant stated that it did
not consent to a jury trial in the bankruptcy court.  Both Gus
Paloian, as the Chapter 7 Trustee for Canopy Financial, and the
defendants have moved for summary judgment on all of Mr. Paloian's
claims.  On Aug. 28, District Judge Matthew F. Kennelly granted
Mr. Paloian's motions and denied the defendants' motions.

Canopy, a Delaware corporation headquartered in Chicago, developed
software used by financial institutions and in the healthcare
industry.  Canopy developed software that allowed employers and
employees to deposit money into health savings accounts and pay
medical expenses out of them.  Vikram Kashyap, Jeremy Blackburn,
and Anthony Banas founded Canopy in 2004.  Until 2009, Kashyap
acted as CEO and chairman of the board of directors, Blackburn
acted as chief operating officer and president, and Banas acted as
chief technology officer.  All three were also members of Canopy's
board of directors, which also had two outside directors.
Beginning in 2007, Blackburn and Banas began taking money out of
Canopy and purchasing personal items. Among other things, they
bought more than 30 sports cars and luxury vehicles and leased two
jets, four houses in Malibu, California, and five condominiums in
Chicago.  All of these purchases were concealed from Kashyap and
the other members of the board and were not for business purposes.
To finance these purchases, Blackburn and Banas took money not
just from Canopy's accounts but also from custodial accounts that
Canopy maintained on behalf of its clients who had established
health savings accounts. In total, they took more than $18 million
from the savings accounts.

Canopy was insolvent as early as July 31, 2007, but the actions of
Blackburn and Banas made its financial condition worse.  The two
created false financial statements and operating reports to
conceal the purchases they were making and hide the fact that they
were taking money from Canopy as well as the health savings
accounts.  They also hoped to attract additional investment.
Through these misrepresentations, Blackburn and Banas were able to
convince investors to give Canopy almost $75 million in 2009.

In June 2009, Banas purchased an $80,000 engagement ring and a
$20,000 watch from Lampert.  The ring was for Banas's girlfriend,
and it is unclear if the watch was for Banas's own use or a gift
for someone else.  The invoice for the purchases lists only
Banas's name, and Lampert was to deliver the jewelry to an address
in Las Vegas that Banas provided.  The jewelry was paid for with
two wire transfers, in the amounts of $55,000 and $45,000, from a
Canopy account.  The statement documenting the transfers noted
that Canopy was the sender.  Canopy never authorized or ratified
the wire transfers.  Individuals at Lampert knew that Banas worked
at Canopy, but they did not inquire regarding why Canopy paid for
the jewelry.  In his deposition, however, David Lampert, a part-
owner of Lampert, stated that in his experience people sometimes
use expensive jewelry to create an successful image and help them
in business.

In August 2009, Blackburn purchased six watches, the most
expensive of which was $52,000, and 31 watchbands, the most
expensive of which was $20,000, from Geneva Seal.  His total bill,
as represented on two invoices, was $232,175. The invoices showed
Blackburn as the only purchaser and requested that Geneva Seal
ship the watches and bands to Blackburn's residence in Malibu.
Blackburn did not personally pay for his purchases; instead, he
arranged a wire transfer from a Canopy account. Geneva Seal
received the wire transfer, and the statement documenting the
transfer stated that the sender was Canopy Financial, not
Blackburn. Canopy had not authorized the transfer, nor did it
subsequently ratify the transfer.

When Alexander Kats, the vice president and half owner of Geneva
Seal was asked if he had contacted Canopy to confirm that
Blackburn had authority to make the wire transfer, he responded "I
don't recall."  Kats also testified that Blackburn said he was the
founder of a shoe company, and he could not recall Blackburn ever
mentioning Canopy to him.

Mr. Paloian sued Blackburn and Banas and obtained judgments
against both for more than $93 million.  Federal prosecutors
charged Blackburn and Banas with wire fraud, and each pleaded
guilty.  Blackburn received a sentence of 180 months and was
ordered to pay restitution of more than $93 million.  He committed
suicide before being incarcerated.  Banas received a sentence of
160 months and was ordered to pay restitution of more than $19
million.

Geneva Seal disputes whether it gave reasonably equivalent value
in return for the funds it received from Canopy. It contends that
Blackburn and Canopy were alter egos, and therefore it provided
reasonably equivalent value to Canopy when it gave Blackburn the
watches and watchbands in exchange for the funds from Canopy.

Lampert contends that there is a genuine issue of fact on all of
Mr. Paloian's claims because it gave reasonably equivalent value.
Lampert also contends that it is entitled to summary judgment in
its favor on Mr. Paloian's claim under the bankruptcy code because
it gave reasonably equivalent value and acted in good faith.

The District Court held that neither defendant has provided any
evidence to suggest that the location of the jewelry is unknown
and that it is therefore unrecoverable.  Rather, they merely
assert it.  Given the dearth of evidence in the record, no
reasonable fact finder could determine that defendants have no
prospects for recovery should they be required to repay Canopy.

"The circumstances of this case ensure that someone will lose
money due to the wrongs of Blackburn and Banas.  Defendants focus
on the potential loss to them.  They disregard the fact that if
they are permitted to retain Canopy's funds, they will in effect
impose a loss on all of the entity's other creditors, such as the
people who placed their money in health savings accounts
controlled by Canopy from which Blackburn and Banas took more than
$18 million or the people whom Blackburn and Banas fraudulently
persuaded to invest nearly $75 million," the judge noted.

The Court directed Mr. Paloian to submit a draft form of judgment
in both cases by no later than the close of business on Sept. 4
and sets both cases for a status hearing on Sept. 5 at 9:30 a.m.

A copy of the Court's Aug. 28, 2012 Memorandum Opinion and Order
is available at http://is.gd/A5YmZCfrom Leagle.com.

The cases before the District Court are Gus Paloian, as Chapter 7
Trustee, v. Geneva Seal, Inc.; and Gus Paloian, as Chapter 7
Trustee, v. Lester Lampert, Inc., Case Nos. 12 C 145, 12 C 147
(N.D. Ill.).

                        About Canopy Financial

Canopy, based in Chicago, provided financial processing services
for the health-care industry.  Canopy filed for Chapter 11
bankruptcy after discovering financial and accounting
irregularities.  Canopy Financial sought Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 09-44943) on Nov. 25, 2009.
The petition says assets are less than $10 million while debt
exceeds $50 million.  At the end of the year, the Court ordered
the conversion of the case to a Chapter 7 liquidation.  Gus
Paloian was appointed as Chapter 7 trustee.


CAPITOL BANCORP: Judge Denies Bid to Delay Committee Appointment
----------------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that a judge
denied Capitol Bancorp Ltd.'s bid to put off the formation of a
creditors committee, a request that had ignited criticism in the
case.

                            Prepack Plan

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.

                       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.

Bankruptcy Judge Walter Shapero presides over the case.  Lawyers
at Honigman Miller Schwartz and Cohn LLP represent the Debtors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.


CARPENTER CONTRACTORS: Files Amended Schedules of Assets & Debts
----------------------------------------------------------------
Carpenter Contractors of America, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida its second
amended schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,300,000
  B. Personal Property           $28,600,574
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,247,805
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,765,675
                                 -----------      -----------
        TOTAL                    $42,900,574      $26,013,480

A full-text copy of the schedules of assets and liabilities is
available for free at:

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

                    About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.

According to the Second Amended Disclosure Statement, payments and
distributions under the Plan will be funded by the Debtors'
current and ongoing business operations.  In addition, First
American Bank has agreed to provide the Debtors with the exit
facility in the form of a one-year $5,120,000 monitored asset
based line of credit renewable annually for three years, and a
$2,500,000 term note, repayable in 36 monthly installments.


CHICAGO, IL: S&P Cuts Rating on Series 1999A Housing Bonds to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Chicago,
Ill.'s multifamily housing revenue bonds series 1999A to 'BB' from
'AA+'. The outlook is negative. The bonds were issued for the Van
Buren Apartments Project and are secured by Ginnie Mae mortgage
backed securities.

"We lowered the rating based on our view of the project's balance
sheet deterioration," said Standard & Poor's credit analyst Jose
Cruz. "More specifically, in our view revenues from mortgage debt
service payments and investment earnings are insufficient to pay
full and timely debt service on the bonds until maturity, and
there are insufficient funds to cover reinvestment risk, in the
event of prepayment, based on the 15-day minimum notice period,"
added Mr. Cruz.


CNO FINANCIAL: Moody's Upgrades Sr. Secured Debt Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has upgraded the credit ratings of CNO
Financial Group, Inc. (CNO, NYSE: CNO, senior secured to Ba3 from
B1) and the insurance financial strength (IFS) ratings of CNO's
main operating companies: Bankers Life and Casualty Company
(Bankers Life), Washington National Insurance Company, and
Colonial Penn Life Insurance Company to Baa3 from Ba1. The rating
outlook on CNO and all of its insurance affiliates is stable. The
rating action concludes a review that was initiated on May 3,
2012.

Ratings Rationale

Commenting on the upgrade, Moody's Vice President, Ann Perry,
said, "CNO has substantially strengthened its financial
flexibility with the actions it has taken to reduce debt and
improve holding company liquidity, and the company has also
enhanced its risk management." The rating agency added that CNO's
gradually increasing sales and stronger operating earnings,
coupled with improved investment performance, have translated,
over the last several quarters, into sustainable, more robust
profitability and stronger capital adequacy.

The rating agency said that CNO's ratings reflect the company's
good captive distribution force at Bankers Life as well as CNO's
strategic focus on the less crowded and less ratings sensitive
"middle America" market -- seniors and middle income individuals -
- where the company has demonstrated success. According to
Moody's, CNO also has a good quality and liquid investment
portfolio. The investment portfolio does include non-agency RMBS
and CMBS securities, totaling approximately $3.4 billion, with
roughly 95% of these securities classified as NAIC 1 or 2. The
rating agency added that although it expects future investment
losses, it believes that they should continue to be manageable
relative to CNO's earnings capacity and capital.

Commenting on the challenges facing CNO, Moody's said that the
weak economy and the current low interest rate environment will
continue to present headwinds for the company. Furthermore, CNO's
business profile is constrained by its somewhat limited market
presence, and the company will need to remain disciplined in re-
pricing its book of long term care insurance. In addition, CNO
will have to balance capital growth and policyholder needs with
shareholder friendly activities including its increased level of
share repurchases and common stock dividends. Also, although CNO
is making progress in settling certain class action litigation,
uncertainty remains regarding the ultimate resolution.

As part of the Aug. 29 rating action, Moody's also affirmed the
Ba1 IFS rating (stable outlook) of Conseco Life Insurance Company
(CLIC). CLIC's operations consist primarily of a closed block of
life insurance, a portion of which has been the object of class
action litigation. The company, which Moody's considers "non-
core", no longer writes new business and is managed at a capital
level considerably below that of CNO's main operating life
insurance subsidiaries.

According to Moody's, the following could result in an upgrade of
CNO's and its operating subsidiaries' (other than CLIC) ratings:
1) sustained annual run-rate consolidated statutory EBIT of at
least $400 million; 2) earnings coverage of five times; and 3)
resolution of class action litigation. Conversely, the following
could result in a downgrade of CNO's and its operating
subsidiaries' (except for CLIC) ratings: 1) statutory EBIT of less
than $275 million; 2) earnings coverage of less than three times;
or 3) a consolidated NAIC RBC ratio (without diversification
benefit) of less than 300%.

Given CLIC's effective runoff status and low capitalization, an
upgrade is unlikely. CLIC's ratings could be downgraded if the
NAIC RBC ratio falls below 150% or the company is unable to
implement price increases in the block of non-guaranteed element
(NGE) related business.

The following ratings have been upgraded with a stable outlook:

CNO Financial Group, Inc. - senior secured debt to Ba3, from B1
and senior unsecured debt to B1, from B2;

Bankers Life and Casualty Company - insurance financial strength
rating to Baa3, from Ba1;

Colonial Penn Life Insurance Company - insurance financial
strength rating to Baa3, from Ba1;

Washington National Insurance Company - insurance financial
strength rating to Baa3, from Ba1.

The following rating was affirmed with a stable outlook:

Conseco Life Insurance Company - insurance financial strength
rating at Ba1.

CNO Financial Group, Inc., which is headquartered in Carmel,
Indiana, is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries. As of June 30, 2012, CNO reported total
assets of approximately $33 billion and shareholders' equity of
$4.9 billion.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.

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


CONSOLIDATED TRANSPORT: Sec. 341 Creditors' Meeting on Sept. 21
---------------------------------------------------------------
The U.S. Trustee in South Bend, Indiana, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Consolidated Transport Systems, Inc., on Sept. 21 at 1:30 p.m. at
One Michiana Square, 5th Floor (South Bend).

Objection to dischargeability of certain debts is due Nov. 20.
Proofs of claim are due Dec. 20.  Government proofs of claim are
due Feb. 12, 2013.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012, estimating up to
$50 million in assets and liabilities.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Judge Harry C. Dees, Jr. presides over the case.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtor's counsel.  The petition was
signed by Jeffrey T. Gross, president.


CONTEC HOLDINGS: Files for Chapter 11 With Plan
-----------------------------------------------
Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with
a plan of reorganization that has the support of senior lenders
and noteholders.

"This reorganization process will allow Contec to invest in and
enhance our capabilities to serve our cable industry customers.
We fully expect to build out additional repair and supply chain
services to meet current customer demand and to pursue new
business opportunities beyond the cable market," said Wes Hoffman,
Chief Operating Officer of Contec.  "No jobs are expected to be
impacted by this reorganization process, and we believe Contec
will emerge from this process in an even stronger position to grow
our business."

During the reorganization, the Company will continue to operate in
the normal course of business, without interruption.

A hearing on the first day motions is scheduled for Aug. 31, 2012,
at 1:00 p.m.  First day pleading include request to pay
prepetition claims of employees, general unsecured claimants,
shippers, and customers.

The Debtors are seeking a combined hearing on the Plan and
Disclosure Statement.  Contec anticipates completing the Chapter
11 process within the next 60 days.

The Debtors' prepetition long-term debt obligations total
$360 million.  About $201 million of that amount represents senior
secured obligations to lenders led by Barclays Bank PLC, as
administrative agent, collateral agent, issuing lender and swing
line lender.  There is also $159 million owed on account of
unsecured subordinated notes under a note purchase agreement with
American Capital Financial Services, Inc. as administrative agent,
and American Capital and certain of its affiliates ("ACAS"), as
note purchasers.

            Confirmation Hearing End of September

The Debtors commenced solicitation of votes last week.  Over one
half of the prepetition secured lenders collectively holding at
least two-thirds in amount of outstanding obligations under their
senior credit agreement have voted to accept the Plan.  In
addition, all holders of Subordinated Notes claims have voted to
accept the Prepackaged Plan.  Parties still have until Sept. 24,
2012, at 1:00 p.m. to submit their ballots.

The Debtors expect to complete the bankruptcy proceedings
according to this timetable:

    Event                                   Date
    -----                                   ----
    Voting Record Date                  Aug. 23, 2012
    Commencement of Solicitation        Aug. 23, 2012
    Petition Date                       Aug. 29, 2012
    Voting Deadline                     Sep. 24, 2012
    Mailing of Combined Hearing Notice  Aug. 31, 2012
    Filing of Plan Supplement           Sep. 18, 2012
    Objection Deadline                  Sep. 21, 2012
    Reply Date (if any)                 Sep. 25, 2012
    Combined Hearing                    Sep. 28, 2012

The Debtors are parties to a Plan Support Agreement with a group
of their prepetition secured lenders representing approximately
60% in amounts outstanding under the Senior Credit Agreement,
ACAS, and the Debtors' largest prepetition equity holder.

                 100% Recovery for Unsecureds

Under Plan, senior lenders owed $201 million will recover 14.7% to
24.6%.  They will receive on the effective date $27.5 million in
new second lien notes and 80% of reorganized Contec Holdings.

Holders of general unsecured claims estimated to total $10 million
to $11 million are unimpaired and will recover 100%.  The claims
will be reinstated or paid in full in cash.  The senior lenders
have agreed to carve out a portion of their collateral to ensure
the payment of general unsecured trade claims.

Holders of subordinated note claims totaling $159 will receive on
the effective date a pro-rata share of warrants and $25,000.

Holders of existing equity interests in CHL LTD, the parent, won't
receive anything.

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

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

                            DIP Financing

Certain senior lenders will provide a $35 million DIP credit
facility to give the Company sufficient working capital to
continue meeting its ongoing obligations, including payments to
employees and suppliers throughout the reorganization process.

The DIP financing consists of a a superpriority priming revolving
loan facility, including a $7,500,000 letter of credit
subfacility, in an aggregate principal amount of up to
$35,000,000.  THE DIP facility will mature on the earlier of
Nov. 30, 2012, and the effective date of the Plan.

The Debtors are required under the DIP facility to obtain
confirmation of the Plan by Oct. 2, 2012, and consummate the Plan
by Nov. 30, 2012.

                            About Contec

Contec -- http://www.gocontec.com/Home.aspx/-- is the market
leader in the repair and refurbishment of customer premise
equipment for the cable industry.  The Company repairs more than
2 million cable set top boxes annually, while also providing
logistical support services for over 12 million units of cable
equipment annually. Contec is headquartered in Schenectady, NY.

With substantial operations in the United States and Mexico, the
Debtors earned revenues of approximately $153.6 million in 2011,
and as of July 28, 2012, the Debtors directly employed over 2,300
people in North America, 72% of which are unionized.

The Debtors' prepetition long-term debt obligations total
approximately $360 million.


CONTEC HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: CHL, Ltd
             1023 State Street
             Schenectady, NY 12307

Bankruptcy Case No.: 12-12437

Debtor-affiliates that filed separate Chapter 11 petitions:

        Debtor                                   Case No.
        ------                                   --------
   Contec, LLC                                   12-12440
   Contec Licenses, LLC                          12-12441
   WorldWide Digital Company, LLC                12-12442
   Contec de Mexico, S. de R.L. de C.V.          12-12443
   Ensambladora de Matamoros, S. de R.L. de C.V. 12-12444
   Contec Holdings, Ltd.                         12-12445
   Contec Acquisition Corp.                      12-12446

Type of Business: Contec repairs millions of digital-cable
                  set-top boxes, various modems and satellite
                  receivers each year for manufacturers.

Chapter 11 Petition Date: August 29, 2012

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Kevin J. Carey

Debtors'
Legal
Counsel:     D. Ross Martin, Esq.
             ross.martin@ropesgray.com
             James A. Wright III, Esq.
             james.wright@ropesgray.com
             ROPES & GRAY LLP
             Prudential Tower, 800 Boylston Street
             Boston, MA 02199-3600
             Tel: (617) 951-7000
             Fax: (617) 951-7050

                    - and -

             Adam J. Goldstein, Esq.
             adam.goldstein@ropesgray.com
             ROPES & GRAY LLP
             1211 Avenue of the Americas
             New York, NY 10036-8704
             Tel: (212) 596-9000
             Fax: (212) 596-9090

Debtors'
Local
Counsel:     David B. Stratton, Esq.
             strattond@pepperlaw.com
             Evelyn J. Meltzer, Esq.
             meltzere@pepperlaw.com
             John H. Schanne II, Esq.
             schannej@pepperlaw.com
             PEPPER HAMILTON LLP
             Hercules Plaza, Suite 5100
             1313 Market Street
             P.O. Box 1709
             Wilmington, DE 19899-1709
             Tel: (302) 777-6500
             Fax: (302) 421-8390

Debtors'
Restructuring
Advisors:    AP SERVICES LLC

Debtors'
Financial
Advisor and
Investment
Banker:      MOELIS & COMPANY

Debtors'
Claims and
Noticing
Agent:       GARDEN CITY GROUP
             PO Box 9862
             Dublin, Oh 43017

Total Assets: $494.6 million as of March 31, 2012

Total Liabilities: $372.6 million as of March 31, 2012

The petitions were signed by Lawrence Young, Chief Executive
Officer.

CHL, Ltd.'s List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Barclays Bank PLC, as              $185 million       undetermined
Collateral agent                   senior secured
200 Park Avenue                    credit facility,
New York, NY 10166                 Tranche B Term
                                   Loan commitments
                                   and $20 million
                                   senior secured
                                   credit facility,
                                   revolving
                                   commitments

American Capital, Ltd,             $135 million       $160,387,500
as agent                           note purchase
2 Bethesda Metro Center            agreement,
14th Floor                         subordinate
Bethesda, MD 20814                 debt

Pace Micro Tech, PLC               Trade                  $268,034
Victoria Road
UK BD183LF
UK Saltaire Shipley
Yorkshire

Motorola Mobility, LLC             Trade                  $292,957
600 North U.S.
Highway 45
Libertyville, IL 60048

Stephen Gould Corporation          Trade                  $171,950

Landstar Ranger Inc                Trade                  $170,316

STS Manufacturing Co.              Trade                  $169,680

Con-way Freight Inc.               Trade                  $159,610

Averitt Express Inc.               Trade                  $139,976

Cheng Fwa/Taiwan                   Trade                  $129,128

ABF Freight System Inc.            Trade                  $128,712

Broadcom Corporation               Trade                  $126,805

Empaques Rio Grande                Trade                  $110,412

KSC Freight Inc.                   Trade                   $83,948

CH Robinson Company                Trade                   $83,710

Select Staff                       Trade                   $72,545

Grand Si Ho Industrial Co.         Trade                   $71,122

Pace Americas                      Trade                   $69,825

Carlsen Resources Inc.             Trade                   $64,800

Transgroup                         Trade                   $63,432

Liteon Trading USA, Inc.           Trade                   $62,150

Fedex Freight East                 Trade                   $59,353

Future Electronics Corp.           Trade                   $54,419

Singatron Enterprise Co Lt         Trade                   $52,720

Expeditors Intl/Mfe                Trade                   $51,505

Codysur Trucks Inc                 Trade                   $50,876

Scientific Atlanta                 Trade                   $50,291

HMC Electronics                    Trade                   $46,742

MJ Celco, Inc.                     Trade                   $46,617

Royal Freight, LP                  Trade                   $45,790


CPI CORP: Michael Glazer Steps Down as Board Member
---------------------------------------------------
Michael Glazer resigned as a director of CPI Corp on Aug. 22,
2012.  Mr. Glazer stated that the demands of his recently assumed
position as President and Chief Executive Officer of Stage Stores,
Inc., prompted his resignation.

"After careful deliberation, I have concluded that the demands of
my new position will not allow me to devote the time and attention
required to continue service on the Board of Directors of CPI
Corp.," Mr. Glazer wrote in his resignation letter.

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company's balance sheet at April 28, 2012, showed $90.37
million in total assets, $153.68 million in total liabilities and
a $63.31 million total stockholders' deficit.

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

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

                         Bankruptcy Warning

Since late in fiscal 2011, the Company has been in active
discussions with its lenders to obtain a short-term covenant
compliance waiver to cure its existing defaults.  On May 23, 2012,
the Company entered into a forbearance agreement with its lenders
that, among other items, suspended the lenders rights and remedies
under the Credit Agreement through July 21, 2012.  Based on the
Company's default status under the Credit Agreement, the lenders
had the right to provide the Company with notice to call the loan.
Under the forbearance agreement, that right was relinquished until
July 21, 2012, and certain restrictions were placed on the Company
during the forbearance period.  On June 6, 2012, the Company
entered into the Second Amendment to the Credit Agreement, which
waived the existing defaults and terminated the forbearance
period.

The Second Amendment provides for revolving commitment limits of
$90 million on June 6, 2012, $94.0 million on June 12, 2012, $95.0
million on July 22, 2012, $94.0 million on Sept. 15, 2012, $90.0
million on Nov. 10, 2012 and $85.0 million on Dec. 11, 2012, and
thereafter, subject to the Company's satisfaction of certain
conditions and covenants.  The Credit Agreement, as amended by the
Second Amendment, now matures on Dec. 31, 2012, and bears interest
at an annual base rate of 3.25% payable in cash on a monthly
basis.  Additionally, under the Second Amendment, all outstanding
revolving loans (including both base-rate loans and LIBOR loans)
and all outstanding accumulated and unpaid interest other than the
3.25% cash interest are now defined as Payment in Kind Obligations
and accrue interest at a rate of 14% per annum.

"Management is implementing plans to improve liquidity through
improvements to results from operations, store closures, cost
reductions and operational alternatives.  However, there can be no
assurance that we will be successful with our plans or that our
future results of operations will improve.  If sales trends do not
improve, our available liquidity from cash flows from operations
will be materially adversely affected.  There can be no assurance
that we will be able to improve cash flows from operations, or
that we will be able to comply with the terms of the Second
Amendment.  Therefore, there can be no guarantee that our existing
sources of cash and our future cash flows from operations will be
adequate to meet our liquidity requirements, including cash
requirements that are due under the Credit Agreement and that are
needed to fund our business operations.  If we are unable to
address our liquidity shortfall or comply with the terms of our
Credit Agreement, as amended, then our business and operating
results would be materially adversely affected, and the Company
may then need to curtail its business operations, reorganize its
capital structure, or liquidate," the Company said in its
quarterly report for the period ended April 28, 2012.

"Should the Company not be able to sell its business by
December 31, 2012, in accordance with the Second Amendment, it
could be forced to seek additional financing, which may not be
available, curtail its business operations and/or reorganize its
capital structure, or be forced into bankruptcy.  An orderly
liquidation may also be required under the Second Amendment, which
could result in the wind down of all or part of the Company's
operations.  The outcome of restructuring and sale initiatives
required by the Credit Agreement is uncertain and an unfavorable
outcome would have a detrimental impact on the business.  The
amounts owed under the Credit Agreement are due December 31, 2012.
If the Company is not able to refinance its indebtedness at that
time, the Company may then need to curtail its business
operations, liquidate or be forced into bankruptcy."


CROSS ISLAND: Has Access to Cash Collateral Until Dec. 15
---------------------------------------------------------
The Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York signed an amended sixth interim order

   a) authorizing Cross Island Plaza, Inc. and Block 12892 Realty
      Corp., to use rents until the earlier of Dec. 15, 2012 and
      in an event of default;

   b) granting adequate protection; and

   c) modifying the automatic stay to permit U.S. Bank, National
      Association, as trustee, acting by and through its special
      servicer, CWCapital Asset Management LLC to continue the
      foreclosure action filed in the Supreme Court of the State
      of New York, County of Queens, as to the real property
      commonly referred to as 133-33 Brookville Boulevard and 244-
      09 Merrick Boulevard, Jamaica, New York, a/k/a One Cross
      Island Plaza, located in the Borough of Queens, City and
      State of New York.

The Debtors acknowledged that as of the Petition Date, CIP was
indebted to the lender under the loan documents in the aggregate
principal amount of $25.2 million, plus accrued and unpaid
interest, fees and expenses, and other sums due under the loan.
On June 14, 2012, the lender filed a proof of claim against the
Debtors' estates in the amount of $31,424,413.

The Debtors would use the rents in order to preserve and protect
the value of their assets, provided that the aggregate actual
expenditures by the Debtors will not exceed by more than five
percent of the budgeted amount, and the actual expenditures of the
Debtors will not exceed by more than 10% of the budgeted amount.

As adequate protection for any diminution in value of the lender's
interest, the Debtors will grant the lender adequate protection
liens in and upon substantially all of the assets of CIP in
existence prior to the Petition Date.

The final hearing scheduled for July 25 is adjourned to Sept. 13,
at 11:30 a.m. (Eastern Time).

                     About Cross Island Plaza

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, serves as the Debtors' counsel.
The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


DAVID'S BRIDAL: Moody's Says Clayton Deal No Impact on Ratings
--------------------------------------------------------------
Moody's Investors Service said that the August 28, 2012
announcement that Clayton, Dubilier and Rice has entered a
definitive agreement to acquire David's Bridal, Inc. (David's
Bridal) for approximately $1.05 billion does not affect David
Bridal's existing ratings.

Moody's will withdraw all of the company's ratings at the close of
the transaction.

As reported by the Troubled Company Reporter on July 5, 2011,
Moody's Investors Service upgraded David's Bridal, Inc.'s senior
secured term loan to B1 from B2 and affirmed the B2 Corporate
Family Rating.

David's Bridal, Inc., headquartered in Conshohocken, PA, is a
bridal retailer with over 300 stores throughout the US and several
stores in Canada. The company's core focus is on relatively low
price point wedding gowns at under $800, with recent expansion
into $800-$1,500 gowns. Revenues for the twelve months ended March
31, 2012 were approximately $730 million.


DAVID'S BRIDAL: S&P Puts 'B' Corp. Credit Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Conshohocken, Pa.-based David's Bridal Inc. on
CreditWatch with negative implications.

"The CreditWatch placement follows the announcement that CD&R
intends to acquire David's Bridal from current owners Leonard
Green and TPG Capital for about $1.05 billion," said Standard &
Poor's credit analyst Brian Milligan.

"CD&R operating partner Paul Pressler, former CEO of Gap and
former Disney executive will assume the role of Chairman at the
close of the transaction. We expect the transaction to close in
the fourth quarter," S&P said.

"The transaction could weaken DBI's financial ratios depending on
the amount and the terms of the new debt in the capital structure
following the transaction. We currently forecast total debt to
EBITDA of between 7.6x and 8.3x, funds from operations (FFO) to
total debt of between 10% and 11%, and EBITDA interest coverage of
between 1.3x and 1.5x through fiscal year-end 2013. (We treat the
preferred stock as debt)," S&P said.

"Before resolving the CreditWatch negative placement, we expect to
meet with management and the new financial sponsors to discuss the
new capital structure, business strategy, and financial policies.
We expect to resolve the CreditWatch listing shortly after the
transaction is finalized," S&P said.


DYNEGY INC: US Trustee Objects to Confirmation of Ch. 11 Plan
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the U.S. trustee
objected Monday to confirmation of Dynegy Inc. and Dynegy Holdings
LLC's joint Chapter 11 plan, saying it contains nondebtor third-
party releases and exculpation provisions that the debtors have
not shown comport with Second Circuit law or the Bankruptcy Code.

Bankruptcy Law360 relates that U.S. Trustee Tracy Hope Davis, who
oversees bankruptcies in Region 2, which includes the Southern
District of New York, said the debtors have failed to meet their
burden of proof in showing the plan satisfies Section 1129 of the
Bankruptcy Code.

                           About Dynegy

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

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

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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

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

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


EASTMAN KODAK: Debtor, Lenders Want Apple Patent Appeal Dismissed
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co., supported by second-lien lenders,
is urging a federal district judge to dismiss an appeal filed by
Apple Inc. from an Aug. 8 ruling by the bankruptcy court upholding
Kodak's ownership of two disputed patents.

According to the report, when U.S. Bankruptcy Judge Allan L.
Gropper summarily denied Apple's claim to ownership of two patents
early this month, he denied Apple's request to allow an immediate
appeal.  Judge Gropper said an appeal should await his later
ruling on eight other patents also in dispute.  Judge Gropper
couldn't immediately rule on the eight patents in the face of
disputed fact issues.

The report relates that although Judge Gropper said Apple could
ask a district judge for an immediate appeal on the two patents,
Apple instead filed an ordinary notice of appeal, not a motion for
permission to appeal that typically would be filed in similar
situations.  In a court filing on Aug. 24, Kodak suggested that a
district judge should dismiss the attempted appeal out of hand.

The report notes that Kodak alternatively argued that Apple should
file a motion for permission to appeal, explaining the special
circumstances justifying an appeal before the lawsuit is finished.
Kodak started the lawsuit in bankruptcy court on June 18, seeking
a declaration that Apple has no interest in 10 patents.  For a
second time, Apple is asking a district court judge to remove the
lawsuit from bankruptcy court.  A district judge denied the first
request for so-called withdrawal of the reference.

Kodak's $400 million in 7% convertible notes due in 2017, which
sold for 21.055 cents on the dollar on Aug. 9, traded at 4:38 p.m.
Aug. 29 for 14.432 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.  The decline occurred after Kodak was unable to find a
buyer for the digital imaging portfolio by the company's self-
imposed deadline earlier this month.

The lawsuit in bankruptcy court with Apple is Eastman Kodak Co. v.
Apple Inc., 12-01720, U.S. Bankruptcy Court, Southern District of
New York (Manhattan).  Apple's motion to remove the suit from
bankruptcy court is Eastman Kodak Co. v. Apple Inc., 12-04881,
U.S. District Court, Southern District of New York (Manhattan).

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTERN LIVESTOCK: Creditors Want Baker & Daniels' Terminated
-------------------------------------------------------------
First Bank and Trust Company has asked the U.S. Bankruptcy Court
for the Southern of Indiana to disallow the employment of Baker &
Daniels, LLP (now known as Faegre Baker Daniels LLP) as counsel to
Chapter 11 trustee for Eastern Livestock Co., LLC, with a hearing
on disgorgement of fees paid at a subsequent date after new
counsel is properly retained.

According to First Bank, creditors in the case have repeatedly --
and for over a year -- pointed out serious concerns relating to
the lack of disclosure and at least the appearance of the lack of
disinterestedness in the case.  Yet, the trustee and his primary
counsel chose to accept the risk of a lack of disclosure, the bank
said.

Joining the First Bank's plea is Laura Day DelCotto, acting on
behalf of creditors Blue Grass Maysville Stockyards, LLC, Blue
Grass South Livestock Market, LLC, Blue Grass Stockyards East,
LLC, Blue Grass Stockyards of Campbellsville, LLC, Blue Grass
Stockyards of Richmond, LLC, Blue Grass Stockyards, LLC, Alton
Darnell, East Tennessee Livestock Center, Inc., Moseley Cattle
Auction, LLC, Piedmont Livestock Company, Inc., Southeast
Livestock Exchange, LLC.

The creditors said that both the trustee and his lead bankruptcy
counsel, B&D/FBD, each knowingly chose not to disclose a material
connection, which has continued unabated through the date.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.  The Court entered an Order for Relief on
Dec. 28, 2010.  Judge Basil H. Lorch III, at the behest of the
creditors, appointed a trustee to operate Eastern Livestock's
business.  The Chapter 11 trustee has tapped James M. Carr, Esq.,
at Baker & Daniels LLP, as counsel and Katz, Sapper & Miller, LLP,
as accountants.  BMC Group Inc. is the claims and notice agent.
The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its amended schedules,
disclosed $59,366,230 in assets and $40,154,697 in liabilities as
of
the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.
Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, tapped Dale & Eke, P.C., as counsel.

James A. Knauer was appointed as Chapter 11 trustee for the
Debtor's estate.  The trustee is represented by Faegre Baker
Daniels,
LLP.  Ken Byrd Realty & Auction, Inc., serves as the trustee's
auctioneer.


EGPI FIRECREEK: Approves Issuances of Restricted Common Stock
-------------------------------------------------------------
On Aug. 20, 2012, by majority consent of the Board of Directors
and Shareholders, EGPI Firecreek, Inc., approved the issuances of
200,000 shares of its restricted common, par value $0.001 per
share for common and preferred, to each of Global Media Network,
David A. Taylor, Strategic Partners, et al.  All of the financing
proceeds was used primarily in consideration of bonus for services
rendered and or in exchange for accrued services rendered to the
Company or one or more of its subsidiaries, and incentive.

On Aug. 27, 2012, by majority consent of the Board of Directors,
the Company approved the following issuances of its restricted
common, par value $0.001 per share for common and preferred, to
the following persons in consideration of bonus for services
rendered and or in exchange for accrued services rendered to the
Company or one or more of its subsidiaries, and incentive:

          Name                        Restricted Common
                                        Share Amount
   ------------------                 -----------------
   Jeffrey M. Proper                     600,000,000
   Thomas J. Richards                    500,000,000
   Larry W. Trapp                        500,000,000
   Melvena Alexander CPA                 600,000,000
   Joanne M. Sylvanus                    725,000,000
   Global Media Network USA, Inc.      1,550,000,000
   David H. Ray                                   -
   Brandon D. Ray                                 -
   Strategic Partners Consulting, LLC.   700,000,000
   David A. Taylor                       250,000,000
   Wiloil Consulting, LLC                250,000,000
   Frederic Sussman                      325,000,000

The Board of Directors of EGPI Firecreek approved by its consent
to amend the Company's Articles of Incorporation to increase the
authorized capital stock.  On Aug. 20, 2012, consenting
shareholders owning approximately 86.30% of the Company's Common
Stock also approved this amendment to the Articles of
Incorporation.  Accordingly, the Certificate of Amendment to
Articles of Incorporation of the Company was filed with the
Secretary of State of Nevada on Aug, 21, 2012, with an effective
date of Aug. 21, 2012.  A copy of the amendment is available for
free http://is.gd/Lzcvmu

As a result of this filing, the Company's Articles of
Incorporation were revised to increase the total authorized
capital stock from 5,060,000,000 shares to 20,060,000,000 shares
consisting of (i) 20,000,000,000 shares of voting common stock,
$0.001 par value per share, and (ii) 60,000,000 shares of
preferred stock, $0.001 par value per shares, which remains
unchanged.

A copy of the Form 8-K is available for free http://is.gd/Lzcvmu


                        About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.57 million
in total assets, $6.42 million in total liabilities, all current,
$1.86 million in series D preferred stock, and a $5.71 million
total shareholders' deficit.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.


EWING HEATING: Case Summary & 13 Unsecured Creditors
----------------------------------------------------
Debtor: Ewing Heating & Air, Inc.
        15074 Park of Commerce Boulevard, #3
        Jupiter, FL 33478

Bankruptcy Case No.: 12-30383

Chapter 11 Petition Date: August 27, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Susan D. Lasky, Esq.
                  SUSAN D. LASKY, P.A.
                  2101 N. Andrews Avenue, #405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 206-0628
                  E-mail: ECF@suelasky.com

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

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

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-30383.pdf

The petition was signed by Carla H. Ewing, president.


FIBERTOWER NETWORK: Andrews Kurth Approved as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Fibertower Network Services
Corp., et al., to employ Andrews Kurth LLP as counsel.

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

                      About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.  Fibertower Spectrum
disclosed $106,630,000 in assets and $175,501,975 in liabilities
as of the Chapter 11 filing.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by David M. Posner,
Esq., at Gianfranco Finizio, Esq.; and Michael D. Warner, Esq. and
Emily S. Chou, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A.


FIBERTOWER NETWORK: BMC Group OK'd as Claims and Noticing Agent
---------------------------------------------------------------
The Hon. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Fibertower Network Services
Corp., et al., to employ BMC Group, Inc., as claims, noticing and
solicitation agent; and appoint BMC Group as agent of the
Bankruptcy Court.

                      About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.  Fibertower Spectrum
disclosed $106,630,000 in assets and $175,501,975 in liabilities
as of the Chapter 11 filing.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by David M. Posner,
Esq., at Gianfranco Finizio, Esq.; and Michael D. Warner, Esq. and
Emily S. Chou, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A.


FIBERTOWER NETWORK: FTI Consulting Approved as Financial Advisor
----------------------------------------------------------------
The Hon. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Fibertower Network Services
Corp., et al., to employ FTI Consulting, Inc., as financial
advisor.

                      About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.  Fibertower Spectrum
disclosed $106,630,000 in assets and $175,501,975 in liabilities
as of the Chapter 11 filing.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by David M. Posner,
Esq., at Gianfranco Finizio, Esq.; and Michael D. Warner, Esq. and
Emily S. Chou, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A.


FIBERTOWER NETWORK: Goldin OK'd as Panel's Financial Advisors
-------------------------------------------------------------
The Hon. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Fibertower Network
Services Corp., et al., to retain Goldin Associates, LLC as its
financial advisors.

Goldin Associates is expected to, among other things:

   -- analyze the current financial position of the Debtors;

   -- analyze the Debtors' business plans, cash flow projections,
      restructuring programs, and other reports or analyses
      prepared by the Debtors or their professionals in order to
      advise the Committee on the reasonableness of the same; and

   -- analyze the financial ramifications of proposed transactions
      by the Debtors, including, but not limited to, cash
      management, assumption/rejection of contracts, asset sales,
      management compensation and retention and severance plans.

Goldin professionals responsible for working on the engagement and
their hourly rates are:

         Erik M. Graber                     $550
         Matthew Flynn                      $400
         Robin Chiu                         $375

         Senior Managing Director           $795
         Managing Director              $550 - $700
         Director                       $400 - $550
         Vice President                 $375 - $450
         Manager/Associate              $300 - $400
         Senior Analyst                 $250 - $375
         Analyst                        $150 - $300

To the best of the Committee's knowledge, Goldin represents no
adverse interest to the Committee.

                      About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.  Fibertower Spectrum
disclosed $106,630,000 in assets and $175,501,975 in liabilities
as of the Chapter 11 filing.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by David M. Posner,
Esq., at Gianfranco Finizio, Esq.; and Michael D. Warner, Esq. and
Emily S. Chou, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A.


FIBERTOWER NETWORK: Otterbourg OK'd as Committee's Lead Co-Counsel
------------------------------------------------------------------
The Hon. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Fibertower Network
Services Corp., et al., to retain Otterbourg, Steindler Houston &
Rosen, P.C., as its lead co-counsel.

The principal OSHR attorneys and other personnel expected to
represent the Committee in the matter and their hourly rates are:

         Devid M. Posner                 $780
         Kevin Zuzolo                    $375
         Gianfranco Finizio              $330
         Partner/Counsel             $570 - $895
         Associate                   $255 - $610
         Paralegal                   $225 - $245

To the best of the Committee's knowledge, the firm does not hold
any interest adverse to the Debtors' estate nor to the Committee.

                      About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.  Fibertower Spectrum
disclosed $106,630,000 in assets and $175,501,975 in liabilities
as of the Chapter 11 filing.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by David M. Posner,
Esq., at Gianfranco Finizio, Esq.; and Michael D. Warner, Esq. and
Emily S. Chou, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A.


FLETCHER INTERNATIONAL: Demands Access to Servers in Ch. 11
-----------------------------------------------------------
Jake Simpson at Bankruptcy Law360 reports that a hedge fund firm
managed by New York mogul Alphonse "Buddy" Fletcher and the firm's
feeder funds filed motions in its New York bankruptcy case Sunday
and Monday seeking to compel the firm's custodian to allow access
to its servers.

Both Fletcher International Ltd., the fund manager that filed for
Chapter 11 protection in June, and two of its funds filed motions
claiming that the presumptive custodian for the hedge fund firm,
Fletcher Asset Management Inc., was improperly denying the debtor
access to its own servers, Bankruptcy Law360 relates.

                   About Fletcher International

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

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

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

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

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

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


FTM REAL ESTATE: Has Access to Cash Until Sept. 19
--------------------------------------------------
FTMI Real Estate, LLC, and FTMI Operators LLC obtained interim
approval to use cash collateral pending a final hearing on
Sept. 19, 2012 at 9:30 a.m.  The Debtors can use cash collateral
pursuant to a budget through the date of the hearing.  The Debtors
are not allowed to pay any attorneys' fees or costs absent further
order of the Court.

                       About FTMI Real Estate

FTMI Real Estate, LLC and FTMI Operator, LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.


FULLER BRUSH: Victory Park-Led Auction on Oct. 16
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fuller Brush Co. will be sold to secured lender
Victory Park Capital Advisors LLC in exchange for $18 million in
debt unless a higher bid surfaces at auction in October.

According to the report, Fuller previously said that Victory Park
intended to buy the business in exchange for debt.  The
reorganization is being financed with a $5 million loan from an
affiliate of Victory Park, owed $22.9 million.  There will be a
Sept. 13 hearing for approval of auction and sale procedures.

The report relates that Fuller wants other bids by Oct. 12,
followed by an auction on Oct. 16 and a hearing to approve the
sale on Oct. 18.  Fuller's consumer and non-consumer businesses
will be sold separately.  Victory Park's initial bid will be $13
million for the non-consumer operations and $5 million for the
consumer portion.  In a wrinkle on usual procedures, Victory Park
will have no breakup fee or expense reimbursement if outbid.

The report notes that Fuller has the right to designate a cash
bidder to be the so-called stalking horse at the auction.  A cash
bidder can have a breakup fee.

                  About The Fuller Brush Company

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, which has 180 employees as
of the Chapter 11 filing, disclosed $22.9 million in assets and
$50.9 million in debt.  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 serves as the Debtors' bankruptcy counsel.

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.


GENERAC POWER: Moody's Corrects May 8, 2012 Rating Release
----------------------------------------------------------
Moody's Investors Service issued a correction to the May 8, 2012
rating release of Generac Power Systems, Inc.

Moody's Investors Service downgraded Generac Power Systems, Inc.
(Generac) corporate family rating (CFR) to B2 from Ba3 and
probability of default (PDR) rating to B2 from B1 to reflect the
holding company's planned $685 million dividend distribution and
the resulting increase in the company's leverage upon completion
of the proposed transaction. Concurrently, Moody's assigned a B1
to the proposed $800 million term loan B and Caa1 to the proposed
$425 million senior unsecured instruments. The proposed
transaction will also refinance its existing debt. Moody's also
assigned a speculative grade liquidity rating of SGL-2 to reflect
the company's good liquidity. The ratings are subject to change if
the terms of the refinancing or legal structure are inconsistent
with those relied on by Moody's. The rating outlook is stable.

Ratings Rationale

Generac's B2 Corporate Family and Probability of Default Ratings
incorporate the company's resulting high leverage and aggressive
shareholder friendly policy, geographic concentration and limited
product offering. The ratings however also recognize the company's
well established niche market position with impressive brand
recognition and strong anticipated cash flow generation for the
rating category. The ratings are also supported by Generac's good
liquidity profile.

The following rating actions have been taken:

Generac Power Systems, Inc.

Corporate Family Rating, downgraded to B2 from Ba3;

Probability of Default, downgraded to B2 from B1;

Term Loan A downgraded to B2, LGD3, 49% from Ba3 LGD3-33% and
will be withdrawn at the close of the transaction.

Term Loan B downgraded to B2, LGD3, 49% from Ba3 LGD3-33% and
will be withdrawn at the close of the transaction.

The following ratings have been assigned, subject to Moody's
review of final documentation:

Proposed $800 million senior secured first lien term loan B, B1
(LGD3, 37%);

Proposed $425 million senior unsecured instruments, Caa1 (LGD5,
85%)

The ratings outlook is stable.

The proposed $150 million ABL revolving credit facility (undrawn
at close) is not rated by Moody's and has a first lien on trade
accounts receivable, inventory, and has a second lien on fixed
assets. The B1 rating on the proposed $800 million senior secured
first lien term loan B reflects their first priority lien on fixed
assets and intangibles and through cross-collateralization with
the ABL, a second priority lien on all ABL collateral. The
facilities are guaranteed on a senior basis by Generac
Acquisitions Corp. and material wholly-owned domestic restricted
subsidiaries. The Caa1 rating on the company's $425 million senior
unsecured instruments reflect their subordination to the much
larger ABL and term loan B facilities and its unsecured nature in
the capital structure. Ratings on the existing debt will be
withdrawn upon repayment.

The stable outlook reflects Moody's belief that the company will
continue to maintain stable margins, good overall operating
performance and importantly, generate strong free cash flow that
strengthens its position in the rating category.

Generac's SGL-2 reflects that the company is anticipated to have a
good liquidity profile over the near-term. The company's liquidity
is supported by cash (approximately $57 million at year end 2011,
not including approximately $35 million at parent Generac
Holding), availability from the $150 million revolving credit
facility and expected good free cash flow generation.

A ratings upgrade is unlikely over the short term. Positive rating
pressure would develop if the company's leverage was to improve to
below 4.0 times on a sustainable basis. EBITDA to interest
coverage over 3.5 times would also be supportive of positive
ratings traction before considering the company's aggressive
financial policies.

Negative ratings traction would develop if there is a sustained
decline in margins from current levels or if there were a
meaningful change in the competitive climate. The rating could
also be downgraded if free cash flow to debt falls below 5% or if
debt to EBITDA increases to 5.5 times or higher. A debt-financed
acquisition or additional large dividend payments that further
weaken the company's balance sheet could also result in negative
rating action.

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

Generac Power Systems, Inc. is a leading designer and manufacturer
of a wide range of generators and other engine powered products in
U.S. and Canada. The company has approximately 2,223 employees and
had $1.0 billion in revenues for the LTM period ended March 31,
2012.


GENESEE & WYOMING: S&P Gives 'BB-' CCR on RailAmerica Merger
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Greenwich, Conn.-based short-line railroad
Genesee & Wyoming Inc. The outlook is stable.

"At the same time, we assigned a 'BB+' issue-level rating to the
company's proposed $2.3 billion senior secured credit facility,
consisting of a $425 million multicurrency revolver, as well as
term loan A and term loan B tranches. We assigned each tranche of
this debt a '1' recovery rating, indicating our expectation of
very high (90%-100%) recovery of principal in the event of a
payment default," S&P said.

"All ratings are based on preliminary offering statements and are
subject to review on final documentation. The company will use the
proceeds (along with a combination of preferred and common equity)
to purchase RailAmerica Inc. as well as refinance existing debt,"
S&P said.

"The ratings on Genesee & Wyoming reflect the company's
significant debt levels, capital intensity, and acquisitive growth
strategy," said Standard & Poor's credit analyst Anita Ogbara.
"Partially offsetting these weaknesses are the company's sizeable
market position, operating the largest network of individual
short-line railroads, and its participation in the relatively
stable North American freight railroad industry."

"Pro forma for the acquisition of RailAmerica, Genesee & Wyoming
will operate about 15,100 miles of track through a portfolio of
111 individual railroads, in 37 states and three Canadian
provinces. The company also has operations in Australia,
Netherlands, and Belgium. Standard & Poor's characterizes the
company's business risk profile as 'fair,' its financial risk
profile as 'aggressive,' and liquidity as 'adequate,'" S&P said.

"The outlook is stable. Following close of the transaction we
expect Genesee & Wyoming to integrate RailAmerica's operations and
generate modest cost savings, which should result in earnings
growth and improvement in credit metrics over the next several
quarters. Based on the amortization in the proposed transaction
structure we also expect moderate debt reduction over the next few
years," S&P said.


GENOIL INC: Had C$506,500 Net Loss in Second Quarter
-----------------------------------------------------
Genoil Inc. reported a net loss of C$506,520 for the three
months ended June 30, 2012, compared with a net loss of
C$906,297 for the same period of the prior year.

For the six months ended June 30, 2012, the Company had a net loss
of C$922,879, compared with a net loss of C$2.4 million for the
same period of 2011.

The Company has not generated revenues from its technologies to
date and has funded its near term operations by way of capital
stock private placements and short-term loans.

The Company's balance sheet at June 30, 2012, showed C$4.4 million
in total assets, C$4.5 million in total liabilities, and a
stockholders' deficit of C$116,199.

"As at June 30, 2012, the Company has a working capital deficiency
of C$3,740,770 (June 30, 2011 - C$$2,880,236) and for the period
ended June 30, 2012, has incurred a loss of C$922,879 (six months
ended June 30, 2011 - C$2,383,662)," the Company said.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its technologies, and obtaining the
necessary financing in order to develop these technologies
further.  The outcome of these matters cannot be predicted at this
time. The Company will continue to review the prospects of raising
additional debt and equity financing to support its operations
until such time that its operations become self-sustaining, to
fund its research and development activities and to ensure the
realization of its assets and discharge of its liabilities.  While
the Company is expending its best efforts to achieve the above
plans, there is no assurance that any such activity will generate
sufficient funds for future operations.?

A copy of the interim consolidated financial statements for the
three months ended June 30, 2012, is available for free at
http://is.gd/FwqfuT

A copy of the Management's Discussion and Analysis for the three
months ended June 30, 2012, is available for free at:

http://is.gd/M2Ynxm

Calgary, Canada-based Genoil Inc. is a technology development
company focused on providing innovative solutions to the oil and
gas industry through the use of proprietary technologies.  The
Company's business activities are primarily directed to the
development and commercialization of its upgrader technology,
which is designed to economically convert heavy crude oil into
light synthetic crude. The Company is listed on the TSX Venture
Exchange under the symbol GNO as well as the Nasdaq OTC Bulletin
Board using the symbol GNOLF.OB.  T




GENOIL INC: Incurs C$506,500 Net Loss in Second Quarter
-------------------------------------------------------
Genoil Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 6-K disclosing a net loss of
C$506,520 for second quarter of 2012, compared with a net loss of
C$906,297 for the second quarter of 2011.

The Company's balance sheet at June 30, 2012, C$4.39 million in
total assets, $4.51 million in liabilities and a $116,199 deficit.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its technologies, and obtaining the
necessary financing in order to develop these technologies
further," the Company said in its Form 6-K for the period ended
June 30, 2012.  "The outcome of these matters cannot be predicted
at this time.  The Company will continue to review the prospects
of raising additional debt and equity financing to support its
operations until such time that its operations become self-
sustaining, to fund its research and development activities and to
ensure the realization of its assets and discharge of its
liabilities.  While the Company is expending its best efforts to
achieve the above plans, there is no assurance that any such
activity will generate sufficient funds for future operations."

A copy of the Form 6-K is available for free at:

                       http://is.gd/FwqfuT

                        About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada.  The Company has developed innovative hydrocarbon and oil
and water separation technologies.

The Company specializes in heavy oil upgrading, oily water
separation, process system optimization, development, engineering,
design and equipment supply, installation, start up and
commissioning of services to specific oil production, refining,
marine and related markets.


GEROVA FINANCIAL: Liquidators Seek TRO & Preliminary Injunction
---------------------------------------------------------------
Michael Morrison and Charles Thresh, both of KPMG Advisory
Limited, and John McKenna of Finance & Risk Services Ltd., in
their capacity as the duly appointed foreign representatives of
Gerova Financial Group, Ltd., and Gerova Holdings Ltd., have filed
papers in U.S. Bankruptcy Court seeking immediate interim and
provisional relief in the form of a temporary restraining order
and a preliminary injunction to protect Gerova?s assets from
seizure, attachment, forfeiture, conversion, diminution in value
and/or other action that may compromise the value or existence
of those assets for the benefit of Gerova?s creditors during the
period prior to the entry of a U.S. court order recognizing the
winding up proceedings pending before the Supreme Court of
Bermuda.

According to papers filed by the U.S. lawyers, Gerova is involved
in these pending actions:

     (a) In Re: Gerova Financial Group, Ltd., Securities
         Litigation, No. 11-md-2275 (S.D.N.Y.)

Pursuant to a Transfer Order dated Nov. 6, 2011 and entered on
Nov. 7, 2011, one action -- Goldberg v. Gerova Financial Group,
Ltd., No. 11-cv-1385 (E.D.N.Y.). -- was transferred from the
United States District Court for the Eastern District of New York,
and four actions pending in the United States District Court for
the Southern District of New York5 were consolidated for certain
purposes before Judge Scheindlin under In Re: Gerova Financial
Group, Ltd., Securities Litigation, No. 11-md-2275 (S.D.N.Y.).

The court entered a Scheduling Order on June 1, 2012, relating to
all relevant actions.  The Scheduling Order set a discovery and
briefing schedule for claims that survived the various motions to
dismiss. Pursuant to the Scheduling Order, discovery is currently
underway.

     (b) In Re Stillwater Capital Partners Inc. Litigation,
         No. 11-cv-2737 (S.D.N.Y.)

Plaintiffs brought a putative class action alleging violations of
common and state statutory law to recover damages on behalf of all
investors in certain Stillwater funds whose interests in the
Stillwater funds were transferred in the transactions between
Stillwater and GFG consummated on Jan. 20, 2010, and who either
submitted a request for redemption and allegedly have not been
paid in full or who received GFG Series A Preferred Stock which
allegedly was converted into restricted, unregistered, shares in
GFG.  Plaintiffs assert claims for breach of fiduciary duties,
aiding and abetting the breach of fiduciary duties and breach of
contract.

Certain counts of the Amended Complaint were dismissed pursuant to
an Opinion and Order entered on March 6, 2012.  Claims alleging,
inter alia, (a) breach of fiduciary duty by certain GFG officers
and directors for failing to register the restricted shares in GFG
and (b) breach of contract by GFG, survived the defendants?
motions to dismiss.

With regard to the surviving claims, a briefing and discovery
schedule was set by the Scheduling Order.  Pursuant to the
Scheduling Order, discovery is currently underway.

     (c) Goldberg, et al. v. Gerova Financial Group Ltd. et al.,
         No. 11-cv-7107 (S.D.N.Y.)

Plaintiffs brought a putative class action alleging both federal
securities claims and state law claims on behalf of all persons
who received or were promised common stock of GFG in exchange for
their Stillwater interests, as defined in the Amended Complaint.
Plaintiffs assert claims for violation of Section 14(a) of the
1934 Securities Exchange Act; violation of Section 10(b) of the
1934 Act and Rule 10(b)(5) promulgated thereunder; violation of
Section 20(a) of the 1934 Act; breach of fiduciary duty of care;
breach of fiduciary duty of loyalty; breach of fiduciary duty of
candor; and aiding and abetting breaches of fiduciary duties.

Certain Counts of the Amended Complaint were dismissed pursuant to
an Opinion and Order entered on April 3, 2012.  However, certain
claims against, inter alios, GFG survived the motions to dismiss.

With regard to the surviving claims, a briefing and discovery
schedule was set by the Scheduling Order.  Discovery is currently
underway.

     (d) Arar v. Gerova Financial Group Ltd., et al., No. 11-3081
         (S.D.N.Y.)

The Amended Class Action Complaint filed in the multidistrict
action and the Arar Action alleges securities fraud claims on
behalf of all persons who purchased or otherwise acquired GFG
securities in open market transactions in the period from Jan. 8,
2010 to Feb. 23, 2011.  Plaintiffs assert claims for: violation of
Section 10(b) of the 1934 Act and Rule 10(b)(5) promulgated
thereunder; and violation of Section 20(a) of the 1934 Act.

In an Opinion and Order entered on April 23, 2012, the court
denied GFG?s motion to dismiss plaintiffs? Section 10(b) claims
against the GFG defendants and Section 20(a) claims against the
individual GFG defendants (with the exception of defendant
Bianco).

With regard to the surviving claims, a briefing and discovery
schedule was set by the Scheduling Order.  Discovery is currently
underway.

     (e) Eden Rock Financing Fund, L.P., individually and
         derivatively on behalf of Gerova Financial Group Ltd.,
         et al. v. Gerova Financial Group Ltd., et al., No.
         650613/2011 (N.Y. Sup. Ct.)

Plaintiffs, investors in certain Stillwater funds, brought this
state court action in relation to defendants? alleged failure to
pay redemptions purportedly due to plaintiffs.  Plaintiffs assert
claims for: fraudulent conveyance; fraud; state statutory claims;
breach of contract; and breach of fiduciary duty.

Pursuant to an order entered on Dec. 22, 2011, defendants? motions
to dismiss were granted as to the state statutory claims and the
fraud claim against Gerova Asset Backed Holdings, L.P., but were
otherwise denied.  From the case docket it appears that discovery
is underway with regard to the surviving claims.

     (f) Gindi v. Rudy, et al., No. 115577/2009 (N.Y. Sup. Ct.)

Plaintiff brought a state court action against, inter alios, GFG,
in relation to a plan to develop condominiums at 476 Broome
Street, New York.  Defendants filed motions to dismiss the Third
Amended Complaint on December 21, 2011, and plaintiff opposed the
motions on Feb. 29, 2012.

Pursuant to a So Ordered Stipulation entered on June 25, 2012, the
parties stated that they ?have reached an agreement to compromise
this matter and are in the process of finalizing the necessary
documents.?  The stipulation also set a deadline of July 27, 2012,
for the filing of reply papers in support of defendants? motion to
dismiss.  That deadline passed without the filing of reply papers.
This case has not been closed on the court?s docket.

     (g) Seal v. Gerova Financial Group, Ltd., Summons Action
         No. 49D11 11 04 CC 014674 in the Superior Court of Marion
         County, Indiana. Commenced April 14, 2011

In an Amended Petition, Mr. Seal filed an action against GFG in
the Superior Court of Marion County, Indiana, on April 14, 2011.
Mr. Seal alleged that GFG failed to pay sums due to him in
relation to financial consulting services provided to GFG.
Default judgment was entered against GFG on June 29, 2011 in the
sum of $68,385.47 plus attorney fees of $22,795.16.  GFG?s motion
to vacate the default judgment was granted on Dec. 19, 2011.  GFG
moved to dismiss the action on jurisdictional grounds on Jan. 9,
2012.

According to the Amended Petition, Mr. Seal assigned his rights in
respect of the default judgment and the unpaid sums purportedly
due to him to Aramid Entertainment Fund, Ltd., pursuant to a Claim
Purchase Agreement and Assignment executed on Oct. 7, 2011.

     (h) Hensley v. Gerova Financial Group, Ltd. No. 11-cv-0100
         (W.D. NC)

Mr. Hensley, formerly the President and CEO of Gerova Holding
Ltd., filed an action seeking specific performance of an
employment agreement between GFG and Mr. Hensley and seeking
damages in relation to the alleged breach of the employment
agreement.  Mr. Hensley alleges that lawsuits are pending against
him in relation to his employment by GFG.  He seeks indemnity from
GFG for the resulting costs, and an order requiring GFG to notify
its insurance carriers of the pending lawsuits. GFG filed an
Answer to the Complaint on Sept. 26, 2011, asserting certain
counterclaims against Mr. Hensley on the theory that he was to
blame for GFG?s failure to complete certain acquisitions and to
obtain financing.  Mr. Hensley filed an Answer to the
counterclaims on October 11, 2011 [Dkt. 16]. From review of the
docket, it appears that discovery is ongoing, and trial is
scheduled to begin on Jan. 1, 2013.

     (i) Marseilles Capital, LLC v. Gerova Financial Group, Ltd.,
         No. 10-cv-81294 (S.D. Fla.)

Marseilles Capital LLC filed suit against GFG in the United States
District Court for the Southern District of Florida, alleging
breach of contract in relation to GFG?s purported failure to pay
sums due under a Share Repurchase Agreement between Marseilles and
GFG.

The court issued an order granting summary judgment in favor of
Marseilles on May 12, 2011.  Marseilles filed certain motions for
Writs of Garnishment and Writs of Garnishment.

On Dec. 6, 2011, Marseilles assigned, for consideration, the whole
benefit of the debt owed to Marseilles by GFG to CAC Group, Inc.

     (j) Manley v. Gerova Financial Group, Ltd., No. 10-cv-81500
         (S.D. Fla.)

Two partial judgments (for $716,092.58 and $3,340,816.09,
respectively) were awarded against GFG in an action brought by
Marshall Manley, the former CEO and Chairman of the Board of
Directors of GFG, in relation to a Separation Agreement and
Release between Mr. Manley and GFG.  According to an Amended
Petition, the debts due to Mr. Manley were assigned to CAC Group,
Inc., and remain unpaid.

                           About Gerova

Gerova Financial Group Ltd., a Bermuda-based financial-services
company, sought U.S. bankruptcy court protection under Chapter 15
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-13641) on
Aug. 24, 2012.  The liquidators of Gerova -- Michael Morrison and
Charles Thresh, both of KPMG Advisory Limited, and John McKenna of
Finance and Risk Service Ltd, Bermuda -- filed the Chapter 15
petition, which estimated up to $100 million in assets and as much
as $500 million in liabilities.  A Chapter 15 petition was also
filed for Gerova Holdings Ltd. (Case No. 12-13642), which is
estimated to have under $100,000 in assets and liabilities.

Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets.  Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.

After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG.  Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.

Judge Allan L. Gropper presides over the case.  Peter A. Ivanick,
Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.


GIBBY'S INC: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gibby's, Inc.
        546 W North Shore Drive
        New Richmond, WI 54017

Bankruptcy Case No.: 12-14824

Chapter 11 Petition Date: August 28, 2012

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: D. Peter Seguin, Esq.
                  MUDGE, PORTER, LUNDEEN & SEGUIN, S.C.
                  110 Second Street
                  P.O. Box 469
                  Hudson, WI 54016
                  Tel: (715) 386-3200
                  E-mail: peter.seguin@mpl-s.com

Scheduled Assets: $175,200

Scheduled Liabilities: $1,878,568

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Gibby's Real Estate, LLC               12-14825
  Assets: $1,526,832
  Liabilities: $1,708,286

The petitions were signed by James Gibson, president.

A. A copy of Gibby's, Inc.'s list of its eight largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/wiwb12-14824.pdf

B. A copy of Gibby's Real Estate, LLC's list of its two largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/wiwb12-14825.pdf


GOODMAN GLOBAL: Moody's Says Dalkin Buyout Deal Credit Positive
---------------------------------------------------------------
Moody's Investors Service said the announced acquisition by Japan-
based Daikin Industries, Ltd. ("Daikin", A3, under review for
possible downgrade) of US-based HVAC manufacturer Goodman Global
Inc. ("GGL," B1 stable) is positive for GGL's credit quality due
to Daikin's larger size, global footprint, and stronger financial
profile. Moody's expects no rating change for GGL based on the
change of control provision in the rated debt facilities which
require they be repaid with the close of the acquisition. The GGL
ratings are anticipated to be withdrawn with the close of the
purchase by Daikin.

The last rating action on Goodman Global, Inc. was on June 15,
2011 at which time the company's B1 ratings were affirmed but the
outlook was changed from negative to stable.

Goodman, located in Houston, Texas, is a domestic manufacturer of
heating, ventilation and air conditioning products for residential
and commercial use. Total revenue for 2011 was approximately $2.1
billion.


GOSPEL RESCUE: Auditor Fails to Meet "Disinterestedness" Test
-------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., denied the request of Gospel
Rescue Ministries Of Washington, D.C. Inc., to employ Gary P.
Fitzgerald, CPA and Fitzgerald & Co., CPAs P.C., as its
accountants and auditors, holding that the employment application
fails to address, "to the best of the [debtor's] knowledge," the
proposed professional's connections with the entities specified by
Fed. R. Bankr. P. 2014(a), and the accompanying verified statement
fails to set forth the proposed professional's connections with
the specified entities.

The verified statement submitted with the application recites
Fitzgerald & Co.'s prior representation of the Debtor and the
amounts that the Debtor owed to Fitzgerald & Co., and then
recites: "Fitzgerald & Co. does not have or represent any interest
materially adverse to the interest of the Debtor, or of any class
of creditors or equity security holders of the Debtor, by reason
of any direct or indirect relationship to, connection with or
interest in the Debtor, or for any other reason . . . . Fitzgerald
& Co. has no relationship with the United States Trustee or any
person employed in the Office of the United States Trustee other
than a professional and is a 'disinterested person' as that term
is defined under 11 U.S.C. Sec. 327 and Sec. 101(14)."  That
plainly does not address connections with each of the class of
entities listed in the rule, Judge Teel said.  In addition, it is
for the Court, not the applicant, to decide whether a connection
is disqualifying.

Judge Teel said the Debtor may renew the request in the event
Fitzgerald & Co. waives in toto its prepetition claim.

A copy of the Court's Aug. 29 Memorandum Decision and Order is
available at http://is.gd/AUlfoPfrom Leagle.com.

         About Gospel Rescue Ministries of Washington, D.C.

Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30, 2012,
estimating assets of $10 million to $50 million and debts of up to
$10 million.  Judge S. Martin Teel, Jr. presides over the case.
Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

According to the Web site http://www.grm.org, in the heart of
Washington D.C., Gospel Rescue Ministries strives to be a shelter
in the storm of substance abuse, hunger, and homelessness.  GRM is
a non-denominational Christian social service agency that provides
hope, help, and healing to men and women in a variety of ways,
from sheltering the homeless and feeding the hungry, to educating
men and women, healing them from addictions, and providing them
with the vocational skills and spiritual strength to change their
lives.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.


HARPER BRUSH: UM Bank Has 41.3% Equity Cushion
----------------------------------------------
For purposes of Harper Brush Works Inc.'s request to use cash
collateral and the objection thereto filed by the secured
creditor, Bankruptcy Judge Anita L. Shodeen has entered an order
saying that the correct equity cushion calculated for the lien
interest of UM Bank, N.A. is in the amount of 41.3%.

As reported in the Aug. 2, 2012 edition of the Troubled Company
Reporter, the Debtor has asked the Court for authority to use cash
collateral securing obligations to UMB Bank and the Iowa Economic
Development Authority, pursuant to a proposed budget, for 120 days
from the Petition Date, or until Sept. 26, 2012.

As adequate protection, the Debtor proposed to grant secured
lenders replacement security interests in, and liens on, the same
type of assets which constitute their prepetition collateral that
are acquired postpetition by the Debtor.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Freeborn & Peters LLP as
general bankruptcy counsel.  The Committee tapped Day Rettig
Peiffer, P.C., as its local counsel, and MorrisAnderson as its
financial advisor.


HERTZ CORP: DTG Acquisition Cues Fitch to Affirm Ratings
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of The Hertz Corporation
(Hertz) and the Rating Outlook for the long-term Issuer Default
Rating (IDR) remains Stable following the company's announcement
that it has entered into a definitive merger agreement to acquire
Dollar Thrifty Automotive Group (DTG).

Fitch's rating action is the result of HTZ's announcement that it
intends to acquire DTG for $87.50 per share in a cash transaction
valued at approximately $2.6 billion.  The company expects to
finance the transaction through the use DTG cash on hand, Hertz
liquidity, and the issuance of long-term debt.  In addition, HTZ
will assume DTG's existing fleet debt at closing.

Fitch views Hertz's acquisition of DTG as neutral to existing
ratings, as the higher price tag is offset by improved underlying
company performance and Fitch's belief that the acquisition is
strategically complementary because it will extend Hertz's current
premium product offerings to address corporate and leisure
business in the mid-tier and deep value segments, and strengthen
its market position in a consolidated rental car market.

While the proposed price per share is substantially higher than
Hertz's last offer, the cash outlay and incremental debt financing
is not expected to result in a significant increase in leverage.
Pro forma leverage, based on corporate debt to corporate EBITDA,
would have been 3.7x at June 30, 2012 on a combined basis,
compared to 3.2x for Hertz standalone.

Hertz's standalone leverage, based upon corporate debt to
corporate EBITDA, has shown improvement in 2011 and for the six
months ended June 30, 2012 on higher revenue and EBITDA
generation.  Additionally, Hertz also used balance sheet liquidity
to repay higher rate debt in 2011, which also contributed to the
decrease in leverage.  At year-end 2011, corporate debt to
corporate EBITDA was 3.4x compared to 4.9x at year-end 2010.  On a
trailing 12-month (TTM) basis, corporate debt to corporate EBITDA
improved to 3.2x at June 30, 2012 from 3.9x during the same period
one-year prior.  Although pro forma leverage will revert back to
higher levels, Fitch anticipates that Hertz will seek to reduce
leverage back to pre-acquisition levels in the near term.

The closing of the acquisition is contingent upon the tender of at
least a majority of DTG's common stock, followed by a cash merger
in which Hertz would acquire the remaining outstanding shares of
DTG's outstanding common stock.  Hertz expects the transaction to
close during the fourth quarter of 2012.  The acquisition is also
subject to regulatory approval by the Federal Trade Commission
(FTC). In connection with this announcement, Hertz has also
reached an agreement to sell its Advantage business to Franchise
Services of North America and Macquarie Capital, which may help to
mitigate potential antitrust concerns raised by the FTC.

Rating Drivers and Sensitivities

While positive rating momentum remains limited over the near term,
the Outlook may be revised to Positive based upon Hertz's ability
meet pro forma operating performance targets and maintain
sufficient liquidity and funding flexibility, while reducing
leverage as measured by corporate debt to corporate EBITDA to
levels prior to the acquisition.  Additionally, positive rating
actions could result from Hertz's ability to realize operating
synergies from the merger and successfully leverage the value
brands into stronger earnings performance over time.

Conversely, negative rating action would by driven by material
deterioration in revenue and cash flow generation resulting from
declines in passenger volumes, lease rates and used car values
which impair the company's access to funding, liquidity, and/or
capitalization.  Leverage remaining above pre-acquisition levels,
reduced commitment by management to bring down leverage, and an
inability to generate incremental revenue and EBITDA from the DTG
acquisition could also result in negative rating action.

Fitch has affirmed the following ratings, and the Outlook remains
Stable:

The Hertz Corporation

  -- Long-term IDR at 'BB-';
  -- Senior secured revolving facility at 'BBB-';
  -- Secured term facility at 'BBB-';
  -- Letter of credit facility at 'BBB-'
  -- Senior unsecured debt at 'BB-'.


HOLSTED MARKETING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Holsted Marketing, Inc.
        dba Holsted Jewelers
        135 Madison Avenue
        New York, NY 10016

Bankruptcy Case No.: 12-13672

Chapter 11 Petition Date: August 28, 2012

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

Judge: James M. Peck

About the Debtor: 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.

Debtor's Counsel: Gerard R. Luckman, Esq.
                  SILVERMANACAMPORA, LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  E-mail: filings@spallp.com

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

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

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

The petition was signed by Victor N. Benson, chief executive
officer.


HOSTESS BRANDS: Court Extends Cash Access Through Nov. 30
---------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports
Bankruptcy Judge Robert D. Drain at a hearing Tuesday signed off
on an order that extends Hostess Brands Inc.'s access to the cash
tied to its loans through Nov. 30.  The so-called cash collateral
deal requires the company to close any possible asset sales by the
same date, Hostess attorney Heather Lennox told Judge Drain.

Dow Jones also reports that Judge Drain at Tuesday's hearing urged
union members to vote in favor of the final contract offered up by
Hostess Brands.  According to Dow Jones, Judge Drain greeted the
development that union officials had agreed to let members vote on
a final labor offer as "good news."  Though he said he isn't
familiar with the proposal, Judge Drain recalled the testimony of
experts and officials called by the Teamsters union during the
company's April labor trial, describing them as "dedicated to the
Teamsters' interests and also very well-informed about the
debtors."

Dow Jones relates Judge Drain sent the same message to members of
the second-biggest union in the case, the Bakery, Confectionery,
Tobacco Workers and Grain Millers International Union, or BCTGM,
which is also set to vote on a final offer from Hostess.

According to Dow Jones, University of California, Berkeley, Prof.
Harley Shaiken said the "uncertain economic times" have prompted
more unions to open up proposals they don't wholeheartedly support
for a member vote, a step they're usually reluctant to take.

"They're giving it to the workers and essentially saying, 'Look,
this is likely the best we can do,'" he said in an interview, Dow
Jones reports.

Mr. Shaiken, an expert on labor relations who's not involved in
the Hostess case, said the results of such a vote are difficult to
predict.

Hostess Chief Executive Gregory Rayburn last week told Dow Jones
that the company will shut down its operations and sell off its
brands, plants and other assets immediately if members of the two
biggest unions don't ratify the new contracts.  At Tuesday's court
hearing, Ms. Lennox stressed that the company's future is still
hanging in the balance.

Hostess has said that it's considering selling its 111-year old
Merita bread and bakery business, based in the southeastern U.S.,
but Ms. Lennox said that there are also "other assets that could
be sold," Dow Jones notes.

The results from the Teamsters vote should come by mid-September,
Ms. Lennox said, while the BCTGM vote is scheduled for the last
week in September, the report adds.

                       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.


HYDROFLAME TECH: Has Until Sept. 17 to Answer Bankruptcy Petition
-----------------------------------------------------------------
Hydroflame Technologies, L.L.C., has until Sept. 17, 2012, to
answer an involuntary Chapter 11 petition filed against it.

Three employees sought to place Baton Rouge, Louisiana-based
Hydroflame Technologies LLC in bankruptcy by filing an involuntary
Chapter 11 petition (Bankr. M.D. La. Case No. 12-11250) on Aug.
24, 2012.  Barry W. Miller, Esq., at Heller, Draper, Patrick &
Horn, represent the petitioners.

The petitioners assert roughly $23,000 in total claims for unpaid
wages.  The petitioners are James E. Landry of Lafayette, and
Mayuri Murugesu and Dinaker Deshini of Baton Rouge.

According to http://www.hydroflametech.com/HydroFlame
Technologies LLC was established  with the sole purpose of
commercializing the HydroFlame novel direct contact combustion
heat transfer process.  In January 2007, a patent application was
filed by HydroFlame Technologies in the United States and several
other countries to protect the HydroFlame process.  On Aug. 24,
2010, HydroFlame Technologies was issued the U.S. Patent No.
7,780,152 and granted a full 20 years of patent protection. The
Mexican Patent No. 285319 was issued on April 1, 2011.

The patented, innovative HydroFlame process is a new concept of
direct contact combustion and heat transfer based on enclosing a
high-intensity flame in the vortex core of a rotating body of
water.  A 1 MMBtu/hr working prototype of the steam generator has
been built and successfully tested in the HydroFlame facility in
Baton Rouge.  This was followed immediately with the design,
development and successful testing of a 5 MMBtu/hr steam generator
at a design pressure of 750 psi and operating pressure of 500 psi.
The 5 MMBtu/hr steam generator is designed as a trailer mounted
skid unit and can be used on the surface or placed downhole in the
well.

HydroFlame said it is currently in the process of building higher
capacity steam generators -- 10 MMBtu/hr, 15 MMBtu/hr and 25
MMBtu/hr units for various pressures of operations and for surface
and downhole applications.


ICEWEB INC: Board Adopts 2012 Equity Compensation Plan
------------------------------------------------------
The Board of Directors of IceWEB, Inc., adopted the IceWEB, Inc.
2012 Equity Compensation Plan.  The purpose of the Plan is to
enable the Company to attract and retain employees and consultants
and provide them with the long-term financial incentives to
enhance our performance.  The Plan authorizes the grant of (i)
options which qualify as incentive stock options under Section
422(b) of the Internal Revenue Code of 1986, as amended, (ii) non-
qualified options which do not qualify as incentive stock options,
(iii) awards of the Company's common stock (iv) and rights to make
direct purchases of the Company's common stock which may be
subject to certain restrictions.  The maximum number of shares
which can be issued over the term of the Plan is 25,000,000
shares.

A copy of the Plan is available for free at http://is.gd/SY2XhS

                          About IceWEB Inc.

Sterling, Va.-based IceWEB, Inc., manufactures high performance
unified data storage appliances with enterprise storage management
capabilities.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $4.8 million.

Sherb & Co., LLP, in Boca Raton, Florida, stated in their report
on the consolidated financial statements of the Company for the
years ended Sept. 30, 2011, and 2010, that the Company had net
losses of $4.7 million and $7.0 million respectively, for the
years ended Sept. 30, 2011, and 2010, which raise substantial
doubt about the Company's ability to continue as a going concern.


INNER CITY: Seeks 45-Day Extension to File Chapter 11 Plan
----------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Inner
City Media Corp. is seeking to keep control over its Chapter 11
case through Oct. 19 while regulators continue to review its plan
to sell its radio stations to its senior lenders.

                         About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INNOVARO, INC: Financial Plan Approved by NYSE MKT
--------------------------------------------------
Innovaro, Inc. disclosed that on Aug. 24, 2012, it received notice
that the NYSE MKT LLC approved the Company's plan for regaining
compliance with Section 1003(a)(iv) of the Exchange Company Guide
by Nov. 30, 2012.

Previously, on June 12, 2012, the Exchange notified the Company
that it was not in compliance with Section 1003(a)(iv) of the
Exchange Company Guide in that the Exchange believed that the
Company had sustained losses which are so substantial in relation
to its overall operations or its existing financial resources, or
its financial condition had become so impaired that it appeared
questionable, in the opinion of the Exchange, as to whether the
Company would be able to continue operations and/or meet its
obligations as they matured.

Under the Financial Impairment Plan, the Company may be able to
continue the listing of its common stock on the Exchange during
the Financial Impairment Plan period, up to Nov. 30, 2012, during
which time the Company will be subject to periodic reviews to
determine whether it is making progress consistent with such Plan.

Asa Lanum, the Company's Chief Executive Officer, stated, "We are
extremely pleased that the NYSE MKT has expressed its confidence
in our ability to restore our financial condition by approving our
Financial Impairment Plan.  We will continue to strive to achieve
our business goals and regain compliance with Section 1003(a) (iv)
of the Exchange Company Guide by Nov. 30, 2012."

As previously reported, the Company received notice from the
Exchange on Aug. 16, 2012 indicating that the Company is not in
compliance with Section 1003(a) (iii) of the Exchange Company
Guide because the Company reported stockholders' equity of less
than $6,000,000 at June 30, 2012 and losses from continuing
operations and/or net losses in its five most recent fiscal years
ended Dec. 31, 2011.  The Company intends to supplement the
Financial Impairment Plan, on or before September 17, 2012, with
its plan for regaining compliance with Section 1003(a) (iii) by
Feb. 17, 2014 (the "Equity Plan").  If the Exchange accepts the
Equity Plan, then the Company may be able to continue the listing
of its common stock on the Exchange during the Equity Plan period,
up to Feb. 17, 2014, during which time the Company will be subject
to periodic reviews to determine whether it is making progress
consistent with such Plan.

If the Exchange fails to accept the Equity Plan or if the Exchange
determines that the Company is not making progress consistent with
either Plan, then the Exchange may initiate delisting proceedings.

                        About Innovaro, Inc.

Innovaro -- http://www.innovaro.com/-- is The Innovation
Solutions Company.  The focus of our business is to help clients
innovate and grow.  Innovaro offers a comprehensive set of
services and software to ensure the success of any innovation
project, regardless of the size or intent.  The Company's unique
combination of consulting services provides innovation expertise,
its new LaunchPad software product provides an integrated
innovation environment, and Intelligence and Insights services
provide businesses the innovation support to drive success


INTERTAPE POLYMER: Moody's Affirms 'B2' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service revised the ratings outlook for
Intertape Polymer Group Inc. to stable from negative and affirmed
the B2 corporate family rating and probability of default rating.
Moody's also affirmed the Caa1 rating on the subordinated notes
due 2014 and the SGL-3 speculative grade liquidity rating.

Moody's took the following rating actions for Intertape Polymer
Group Inc.

* Affirmed B2 Corporate Family Rating

* Affirmed B2 Probability of Default Rating

* Affirmed SGL-3 Speculative Grade Liquidity Rating

* Affirmed $125 million ($93 million outstanding) subordinated
   notes due 2014, Caa1 (LGD 5 81% from LGD 5 79%)

* Revised outlook to stable from negative.

Ratings Rationale

The revision of the ratings outlook to stable from negative
reflects improvement in credit metrics driven by the improved
pricing environment, the company's success in cost-cutting and
exiting of lower margin business. Intertape's credit metrics have
also benefitted from debt reduction.

The B2 Corporate Family Rating reflects narrow operating margins
due to lack of contractual pass-throughs for raw material cost
increases, a fragmented industry and lack of significant pricing
power. The rating also reflects Intertape's largely commoditized
product line and reliance on cyclical end markets, such as
industrial and building and construction segments.

Strengths in the company's profile include moderate leverage and
adequate liquidity and management's ongoing focus on cost-cutting,
including capacity rationalization and efficiency improvements.
Strengths also include development of higher margin new products
and ongoing efforts to exit low margin business.

The rating could be upgraded if the company increases its
operating margins and liquidity on a sustainable basis and there
is a significant improvement in the competitive environment.
Specifically, the rating could be upgraded if EBIT margins rise
above 9% and interest coverage and leverage remain within the
rating category.

The rating could be downgraded if the company's EBIT margin
deteriorates to low single digits and the company experiences
additional adverse developments in the operating and competitive
environment. The rating could also be downgraded if free cash flow
turns negative, liquidity deteriorates, EBIT/interest coverage
consistently falls below 1 time and leverage increases over 5.5
times.

Intertape Polymer Group Inc. develops and manufactures flexible
packaging materials for industrial, building and construction,
food, consumer, distribution, medical and agriculture industries.
The majority of revenue (85% in 2011) is generated by tapes and
films, while the rest comes from specialty fabrics and flexible
intermediate bulk containers mostly sold to the construction,
industrial, flexible packaging and agricultural markets. The
company is headquartered in Montreal, Quebec and Bradenton,
Florida with operations located primarily in North America (90%).
Intertape generated revenue of $781 million in the twelve months
ended June 30, 2012.

The principal methodology used in rating Intertape was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology 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.


ISTAR FINANCIAL: Fitch Changes Stock Rating to 'CCC-/RR6'
---------------------------------------------------------
Fitch Ratings has revised iStar Financial Inc.'s (NYSE: SFI)
preferred stock ratings following an update to its Rating
Definitions.

The revised rating reflects updated criteria that provides for the
insertion of additional notches into Fitch's master rating scale
for instrument ratings, rather than a change in Fitch's view of
the creditworthiness of iStar or its preferred stock affected by
this rating action.

Thus, iStar's preferred stock rating was revised to 'CCC-/RR6'
from 'CC/RR6'.

The preferred stock rating of 'CCC-/RR6' or a three-notch negative
differential from iStar's 'B-' Issuer Default Rating (IDR) is
based on Fitch's estimate of poor recovery based on iStar's
current capital structure.

At iStar's 'B-' IDR and 'RR6' preferred stock recovery rating,
Fitch's recovery ratings criteria provide flexibility for a two-
or three-notch negative differential between the IDR and
instrument rating.  Fitch applied a three-notch negative
differential based on the nature of iStar's perpetual preferred
stock -- a deeply subordinated security that has weak terms and
remedies available both before and after a general corporate
default (e.g. no stated maturity, an inability for holders to put
the security back to the company, and iStar has the ability to
defer dividends indefinitely without triggering a corporate
default).


JASPERS ENTERPRISES: Note May Have Matured Aug. 27
--------------------------------------------------
The maturity date of the promissory note issued by Jaspers
Enterprises, Inc., to Ozark Bank prepetition was extended through
August 27, according to a third stipulation order signed by the
bankruptcy judge on July 27.  The order allowed the Debtor to use
cash collateral until Aug. 27, as long as Ozark would pay a
monthly adequate protection payment of $15,000.

As of the Petition Date, the Debtor owed Ozark Bank
$2,049,266, representing the principal sum of $2,043,872 and
$5,393 in accrued interest.

No new stipulation that would extend the cash collateral use or
the promissory note has been so far filed as of Aug. 29, 2012.

Ozark Bank is represented by:

         Laura Toledo, Esq.
         LATHROP & GAGE LLP
         7701 Forsyth Blvd., Suite 500
         Clayton, MO 63105
         Tel: (314) 613-2800
         Fax: (314) 613-2801
         E-mail: ltoledo@lathropgage.com

                     About Jaspers Enterprises

Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition
(Bankr. E.D. Mo. Case No. 12-41073) in St. Louis, Missouri on
Feb. 13, 2012.  Jaspers Enterprises owns four Missouri hotels --
the Wingate in Maryland Heights plus the Days Inn property, the
Howard Johnson, and the Red Roof Inn, all located in Branson.  The
Wingate hotel in Maryland Heights is under receivership with Midas
Hospitality LLC as the receiver.  Maryland Heights, Missouri-based
Jaspers estimated assets of up to $50 million and debts of up to
$10 million.  It says that debts are primarily business debts.
The largest unsecured creditors are Days Inn Worldwide, which is
owed $361,760, and  Wingate Inns International Inc., owed $252,000
for a trade debt.

Judge Charles E. Rendlen III presides over the case.  Robert E.
Eggmann, Esq., and Thomas H. Riske, Esq., at Desai Eggmann Mason
LLC, serve as the Debtor's counsel.  The petition was signed by
Keith Jaspers, president.


JEFFERSON COUNTY: Aims to File Payment Plan by Year's End
---------------------------------------------------------
Katy Stech at Dow Jones' Daily Bankruptcy Review reports that the
head of Jefferson County's governing board said the cash-strapped,
658,000-resident Alabama county intends to file by the end of the
year a plan explaining how it will emerge from the largest
municipal bankruptcy in U.S. history.

                      About Jefferson County

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

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

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

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

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

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

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

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


JNC SERVICES: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: JNC Services, LLC
        4702 S. Mingo Road
        Tulsa, OK 74146

Bankruptcy Case No.: 12-12361

Chapter 11 Petition Date: August 27, 2012

Court: U.S. Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Richard Chapman, Esq.
                  RICHARD A. CHAPMAN, PC
                  1612 S. Cincinnati Avenue, Suite 210
                  Tulsa, OK 74119
                  Tel: (918) 392-5170
                  Fax: (918) 592-0842
                  E-mail: rchapman@tulsacoxmail.com

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

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

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/oknb12-12361.pdf

The petition was signed by Jeffery S. Branstetter, president.


LENNAR CORP: Seeks Permission to Foreclose on Medford Property
--------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that Miami
home builder Lennar Corp. is asking a bankruptcy judge to toss the
Chapter 11 case of a stalled southern New Jersey development
project, saying the filing was made in "bad faith.
To continue reading this story login

                        About Lennar Corp.

Founded in 1954 and headquartered in Miami, Lennar Corp. is the
third-largest U.S. homebuilder by revenue.  Total revenues and net
loss for the 2009 fiscal year that ended November 30, 2009, were
$3.1 billion and ($417) million, respectively.

As reported by the Troubled Company Reporter on October 15, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lennar Corp. to 'B+' from 'BB-'.  At the same time, S&P
lowered its issue ratings on the company's $2.4 billion senior
unsecured notes to 'B+' from 'BB-'.  Lastly, S&P revised the
outlook to stable from negative.

"S&P lowered its ratings on Lennar after the homebuilder drew down
its unrestricted cash balance to fund a sizeable investment in
three portfolios of distressed real estate assets," said credit
analyst James Fielding.  "S&P's ratings reflect its opinion that
Lennar maintains an aggressively leveraged profile, including a
liquidity position that S&P views to be more constrained than
similarly rated homebuilders."

S&P revised its outlook to stable to reflect its expectation for
breakeven or modestly profitable homebuilding operations at
current low sales levels.  S&P would raise its rating by one notch
over the next 12 months if profitability improves more quickly
than S&P currently expect (such that debt-to-adjusted EBITDA moves
much closer to 4.0x), and the company builds sufficient liquidity
to meet maturities and working capital needs through 2013.  S&P
would lower S&P's rating by one or more notches if working capital
needs, including investments in the Rialto segment, are larger
than S&P currently anticipates, such that unrestricted cash and
forward two-year FFO estimates were to fall significantly below
current levels.

As reported by the TCR on June 25, 2010, Fitch Ratings affirmed
Lennar's Issuer Default Rating at 'BB+'; Short-Term IDR at 'B';
and Senior unsecured debt at 'BB+'.  The Rating Outlook has been
revised to Stable from Negative.  The ratings affirmation and the
Outlook revision to Stable from Negative reflect the company's
strong liquidity position, improving operating results and
moderately stronger prospects for the housing sector this year.

The TCR on April 28, 2010, said Moody's Investors Service affirmed
Lennar's existing corporate family of B2, existing senior
unsecured note rating of B3, and speculative grade liquidity
rating of SGL-2.  The rating outlook was changed to positive from
stable.  The B2 corporate family rating considers that Lennar's
cash flow generation will be challenging to maintain as it
increases its investment in land and distressed assets in 2010 and
beyond.  The rating also incorporates Lennar's long land position
and the industry's largest (albeit greatly reduced) off-balance
sheet joint venture exposure.


LE-NATURE'S INC: K&L Gates Appeals Revival of Malpractice Suit
--------------------------------------------------------------
Matt Fair at Bankruptcy Law360 reports that K&L Gates asked the
Pennsylvania Supreme Court last week to review a lower court's
decision reviving a $500 million malpractice case by the
liquidating trustee of Le-Nature's Inc. accusing the firm of
failing to uncover massive fraud at the now-defunct company.

The TCR reported on May 17, 2012, the Superior Court of
Pennsylvania reversed a lower court ruling dismissing the lawsuit
commenced by Mark Kirschner, in his capacity as the Liquidation
Trustee of the Le-Nature's Liquidation Trust, against K&L Gates
LLP and Sanford Ferguson; and Pascarella & Wiker, LLP and Carl A.
Wiker.  The Superior Court remanded the case for further
proceeding.

The Liquidation Trustee sued the K&L Gates and Pascarella entities
for legal malpractice and professional negligence for failing to
uncover throughout their investigation the massive fraud being
perpetrated by Greg Podlucky, the founder of Le-Nature's, Inc.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks.  Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations.  Within several days, Kroll
uncovered massive fraud at Le-Nature's.  On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  Kroll converted the proceedings from
Chapter 7 to Chapter 11.

On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.

The Debtors' cases were jointly administered.  The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee.  David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors.  Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq.,
at Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders.  Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.

On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.


LEGENDS GAMING: Jenner & Block OK'd for Sale-Related Matters
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized, on a final basis, Louisiana Riverboat Gaming
Partnership to employ Marc B. Hankin and the law firm of
Jenner & Block LLP as special counsel.

The services of Jenner & Block will be in connection with the sale
of substantially all of the Debtors' assets through a competitive
bidding process.  In addition to these services, the Debtors may
request that Jenner provide other corporate, litigation and
bankruptcy-related services.

The Debtors also filed an application to employ Heller, Draper,
Patrick & Horn, L.L.C. as bankruptcy counsel.  Jenner and the
Debtors have and will take every effort to ensure that Jenner's
representation of the Debtors in the special counsel matters will
not duplicate efforts provide by any of the Debtors' other
retained professionals, including Heller Draper.

Professionals expected to have primary responsibility for
providing services and their hourly rates are:

    Thomas A. Monson                       $925
    Marc B. Hankin                         $875
    Brian Hart                             $775
    Peter H. Rosenbaum                     $565
    Eugene R. Hsia                         $380

    Attorneys                          $330 - $1,050
    Project Assistants and Paralegals  $165 - $295

Jenner has been paid $626,739 for services rendered and expense
incurred on behalf of the Debtors in 2012.

To the best of the Debtors' knowledge, Jenner's partners and
associates do not hold or represent any interest adverse to the
Debtors with respect to the matters for which Jenner is to be
employed.

                     About Legends Gaming LLC

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LEGENDS GAMING: Global Gaming-Led Auction on Oct. 15
----------------------------------------------------
The Hon. Stephen V. Callaway of the U.S. Bankruptcy Court for the
Western District of Louisiana approved the bidding procedures in
relation to the sale of Louisiana Riverboat Gaming Partnership, et
al.'s assets.

The bidding procedures provide for these key dates:

   LOI submission date:            Sept. 7, at 11:59 p.m.

   Bid Deadline:                   Sept. 24 at 11:59 p.m.

   Auction:                        Oct. 15, at 10:00 a.m. at the
                                   offices of Jenner & Block, LLP,
                                   919 Third Avenue, New York City

The Debtors entered into a purchase agreement dated July 25, 2012
with Global Gaming Legends, LLC, Global Gaming Vicksburg, LLC, and
Global Gaming Bossier City, LLC, as purchasers, and Global Gaming
Solutions, LLC, as guarantor.  The purchase agreement provides for
the sale to the stalking horse bidder for $125,000,000.

The Debtors will afford each qualified bidder and any person
seeking to become a qualified bidder that has executed a
confidentiality agreement with the Debtors such due diligence
access to materials and information relating to the their assets
and related liabilities as the Debtors reasonably deem
appropriate, after consultation with the consultation parties.

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

                       About Legends Gaming

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


MAHA PROPERTY: Case Summary & 11 Unsecured Creditors
----------------------------------------------------
Debtor: Maha Property Investment, LLC
        4104 Stonemill Drive
        High Point, NC 27265

Bankruptcy Case No.: 12-11262

Chapter 11 Petition Date: August 27, 2012

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Judge: Catharine R. Aron

Debtor's Counsel: Justin William Kay, Esq.
                  IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP
                  P.O. Box 3324
                  Greensboro, NC 27402
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  E-mail: jwk@imgt-law.com

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

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

A copy of the Company's list of its 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ncmb12-11262.pdf

The petition was signed by Marwan Mujali, manager/member.


MANISTIQUE PAPERS: Changes Name to Manistique Papers Liquidation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Manistique Papers, Inc., to modify the caption of the Debtor's
case to reflect the change to Manistique Papers Liquidation
Company, Inc.

On April 17, 2012, the Court authorized the sale and assignment of
substantially all of its assets to MPI Acquisition LLC pursuant to
the terms of the asset purchase agreement.  The sale to MPI
Acquisition closed on May 4, 2012.

In this relation, the Debtor has undertaken steps to amend the
Debtor's corporate documents to change its name from Manistique
Papers Inc. to Manistique Papers Liquidation Company, Inc., since
the name Manistique Papers Inc. is among the purchased assets.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.

Manistique Papers filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.  Godfrey &
Kahn, S.C. represents the Debtor in its restructuring effort.
Morris, Nichols, Arsht & Tunnell LLP serves as its Delaware
bankruptcy co-counsel.  Vector Consulting, L.L.C., serves as its
financial advisor.  Baker Tilly Virchow Krause, LLC, serves as its
accountant.

The Official Committee of Unsecured Creditors appointed in the
case is represented by Lowenstein Sandler PC as lead counsel and
Ashby & Geddes, P.A., as Delaware counsel.  J.H. Cohn LLC serves
as the panel's financial advisor.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MAPLE CREEK: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Maple Creek Retail Investments LLC
        1015 West Frontage Road
        Owatonna, MN 55060

Bankruptcy Case No.: 12-34979

Chapter 11 Petition Date: August 28, 2012

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Nancy C. Dreher

Debtor's Counsel: Joseph W. Dicker, Esq.
                  JOSEPH W. DICKER PA
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873
                  E-mail: joe@joedickerlaw.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
LBUBS 2007-C1 Owatonna    Bank Loan              $3,160,000
Retail LLC
c/o LNR Partners LLC
1601 Washington Ave. #700
Miami Beach, FL 33139

The petition was signed by John Marceau, chief manager.


MAXIM CRANE: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Rating Services affirmed its rating on
Pittsburgh-based Maxim Crane, including the 'B' corporate credit
rating. "At the same time, we revised the outlook to negative from
stable," S&P said.

"The outlook revision to negative reflects credit metrics that
remain weak for the rating, despite some gradual improvement in
operating performance and increasing refinancing risk associated
with its $500 million ABL facility maturing July 2013," said
Standard & Poor's credit analyst Carol Hom.

"The ratings on Bridgeville, Pa.-based Maxim Crane Works L.P.
(Maxim) reflect the company's 'highly leveraged' financial risk
profile and its 'weak' business risk profile. Although operating
performance has improved modestly over the past few quarters, it
continues to operate with credit metrics that are below our
expectations for the rating. In addition, we view Maxim's
liquidity as 'less than adequate,' as upcoming debt maturities
within the next 12 months poses refinancing risk. If the company
doesn't address them in the next year, it will constrain the
company's liquidity and credit profile: Maxim's $500 million
revolver expires July 2013," S&P said.

"The outlook is negative. Credit measures continue to remain
stretched against our expectations for the rating. Liquidity is
less than adequate because of the near term refinancing risk with
the upcoming maturity of the ABL facility due July 2013. We could
lower the rating if the company is unable to successfully
refinance its facility over the next year and progress toward
improving credit metrics is delayed. However, if the company
successfully addresses its debt maturity and if the company's
credit measures approach 6x, we could revise the outlook to
stable. For example, this could occur if the company has double-
digit revenue growth and margins improve to about 27% and is
sustained," S&P said.


MUTUAL BENEFITS OFFSHORE: Court Wants Trial Over Ownership Dispute
------------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol denied a request for summary
judgment filed by the so-called Redmond Group, which seeks a
determination that Mutual Benefits Offshore Fund, Ltd. is owned by
24 investors and that the Test Trust is the ultimate owner of
MBOF's largest investor, Kayley Investments NV.  The Court
believes it is appropriate to deny the Motion because genuine
issues of material fact exist precluding summary judgment.

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler LLM filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner.

In August 2011, Judge Cristol denied petitioning creditor Oxana
Adler's notice of and request for withdrawal and dismissal of the
involuntary Chapter 11 petition.

Two groups have appeared before the Bankruptcy Court in Miami
alleging they represent the alleged debtors:

     -- One group is represented by Patricia Redmond, Esq., of
        Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.,
        Joseph Rebak, Esq. of Tew Cardenas, LLP, and Martin Russo,
        Esq. of Gusrae Kaplan & Nusbaum, PLLC -- dubbed Redmond
        Alleged Debtors; and

     -- The other group is represented by Emanuel Zeltser of
        Sternik and Zeltser, and Darin DiBello, Esq. of DiBello,
        Lopez & Castillo, P.A. -- dubbed Zeltser Alleged Debtors.

Gennady Sinski, one of the Zeltser Group's witnesses, testified
that MBOF was created in the British Virgin Islands in June 2002
by principals of the now defunct Mutual Benefits Corp., a Ft.
Lauderdale-based viatical settlement provider.  Mr. Sinski said
the former principals of MBC, including its president Peter
Lombardi and his partner, former MBC vice president Steven
Steiner, courted him and Badri Patarkatsishvili and his partner
Joseph Kay for months soliciting their investment in MBC by
promising large rates of return in a very short time period.  To
further induce the Investors to make a substantial investment in
MBC, Messrs. Lombardi and Steiner offered to create an offshore
company with a name resembling Mutual Benefits Corporation, namely
Mutual Benefits Offshore Fund to accommodate their investment and
save on taxes in the U.S. and Europe -- and to enable them to
garner additional investments from their wealthy friends and
colleagues in exchange for handsome commissions.  Mr. Sinski
further testified that the Investors invested $15 million in MBC
in March 2003 through their investment company Kayley.

Oxana Adler, another Zeltser Group witness, testified that she was
counsel for Kayley, the Test Trust, and MBOF, further testified
that Kay and Badri were always the sole true principals and
beneficial owners of Kayley.  In addition, Kay held a power of
attorney from Badri empowering him to act as the "plenipotentiary"
of Kayley in every respect.

Nina Zajic, also a Zeltser Group witness, testified that, in late
2002/early 2003, she met with former MBC vice president Steven
Steiner in New York to discuss a business proposition that he had
for Badri and Kay.  According to Ms. Zajic, she attended the
meeting at the request of Badri and Kay, and that Mr. Steiner
explained to her that MBOF and Kayley had been formed for Badri
and Kay as an investment vehicle for them to invest monies in the
fund.  She said Mr. Steiner also explained that he had his own
team in place to administer MBOF, that his team was there to act
for Badri and Kay, and that Badri and Kay could remove/change the
team at any time.  Ms. Zajic testified that, after the meeting,
she briefed both Badri and Kay about her meeting with Mr. Steiner,
and that Badri and Kay subsequently invested monies in MBOF.

Zeltser Group witness Mark Zeltser testified that, in January
2009, he met with Christopher Samuelson in New York at Mr.
Samuelson's request.  Mr. Samuelson admitted that MBOF was created
in 2003 by him and Steve Steiner to accommodate Badri's and Kay's
$15 million investment.  Mr. Samuelson also admitted that he had
persuaded Badri and Kay to make the investment, that MBOF belonged
to Badri and Kay, and that MBOF was an investment in MBC by Badri
and Kay.

The Zeltser Group also relies on documents of record to further
corroborate the testimony; in particular, the Resolution of the
First Organizational Meeting of the Shareholders of MBOF, dated
August 20, 2002, and a letter to Badri and Kay from Peter
Lombardi, one of the former principals of MBC, dated March 7,
2003, thanking them for their investment in MBC.  The Zeltser
Group suggests that this letter indicates MBOF had been founded
for them, and they could replace people to manage their investment
at any time.  The Zeltser Group contends that on or about December
20, 2006, all of the assets and stock of Kayley were conveyed to
Imedinvest Trust.

The Redmond Group contends that this transfer of assets and stock
of Kayley to Imedinvest was not effective because Mr. Samuelson,
as the purported trustee of the Test Trust, did not approve and
sign either of the transfer documents; and also contends that this
transfer was not effective because a transfer of assets of the
trust could not be done without the written consent of the
"protector" of the trust, who the Redmond Group claims is "Vasily
Anisimov".

However, the Zeltser Group argues that Mr. Samuleson held the
title "trustee" of the Test Trust purely in a nominal capacity,
and performed solely ministerial functions at the direct orders of
Badri and Kay, and had no authority whatsoever with respect to
Test Trust or its assets.  The Zeltser Group refers to
correspondence and written instructions, wherein Badri and Kay
referred to Mr. Samuelson as "nominee" and ultimately terminated
his nominal capacity.  In addition, the power of attorney executed
by Badri, the Principal of Test Trust, appears it may have granted
Kay full power to transfer the assets and stock of Kayley.

The Redmond Group argues that the evidence and testimony of
Alexander Fishkin, Gennady Sinski, and Xenia Petropavlovskaya
should not be considered in opposition to the motion for summary
judgment, because those individuals have not appeared for their
depositions and therefore are precluded from presenting any
evidence in opposition to the motion for summary judgment pursuant
to the Court's Sept. 27, 2011 Order.

The Court disagrees.  Although the Court has precluded testimony
at trial from witnesses who have not appeared at their duly
noticed depositions, the subject court order did not address
dispositive motions.  Moreover, attacks on the creditability of
such evidence is inappropriate in a summary judgment proceeding.

A copy of the Court's Aug. 29, 2012 Memorandum Opinion is
available at http://is.gd/MfgiEyfrom Leagle.com.


NELNET INC: Moody's Affirms 'Ba2' Subordinated Debt Rating
----------------------------------------------------------
Moody's Investors Service affirmed the Ba2 subordinated debt
rating of Nelnet, Inc. at Ba2. Moody's also assigned a Corporate
Family Rating (CFR) of Ba1 and withdrew Nelnet's issuer rating of
Ba1. The issuer rating was replaced by the CFR, as CFRs are
typically assigned to sub-investment grade firms. The rating
outlook on all ratings is stable.

Ratings Rationale

Nelnet's CFR reflects the company's satisfactory financial
condition and liquidity position. The rating also reflects the
operational and execution risks related to its continuing
strategic transformation from lending to fee-based financial
services; and over the longer term potential increased business
concentration risk as its loan portfolio runs off and its business
becomes increasingly concentrated in its servicing franchise with
its principal customer, the U.S. Department of Education (ED). The
subordinated debt rating reflects Moody's normal notching giving
effect to structural subordination considerations.

Moody's CFRs are long-term ratings that reflect the likelihood of
a default on a corporate family's contractually promised payments
and the expected financial loss suffered in the event of default.
A CFR is assigned to a corporate family as if it had and a single
class of debt and a single consolidated legal entity structure.

With the FFELP lending business having come to an end in 2010,
Moody's expectation is that Nelnet will continue to focus on
building the scope and prominence of its fee-based businesses,
particularly the servicing segment where the company has an
extensive track record and scale. Such efforts should be aided by
continued solid secular demand fundamentals within the education
financial services industry. These include continued growth in
enrollments and student loan demand, driven by demographics, the
increasing annual cost of education, and the heightened necessity
of higher education in an increasingly competitive and globalized
economy.

Nevertheless, the company faces operational and execution risks
related to its strategic transformation from a "lend-centric"
model to a provider of fee-for-service education financial
services that is centered on federal student loan servicing for
ED. During this period the company will benefit from earnings
derived from its legacy FFELP business, but the sustainability of
earnings and cash flow from its ongoing fee-based businesses will
take time to develop, particularly its non-servicing businesses
which are still relatively small in scale.

Moreover, over the longer term Nelnet faces the issue of increased
business concentration risk as the FFELP loan portfolio runs off
and the company's business becomes increasingly concentrated in
its servicing franchise with its principal customer, ED,
comprising an ever larger portion. While the ED servicing contract
is an important mandate for Nelnet, in Moody's view it leaves the
company exposed to downside risk should the current 5-year
contract (expires June 2014) not be renewed. Moody's current
ratings and outlook reflect Moody's expectation that Nelnet will
remain as one of the four servicers for ED.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.

Nelnet, a leading education financial services company based in
Lincoln, Nebraska, reported total assets of $25.3 billion as of
June 30, 2012.


NEOGENIX ONCOLOGY: Has Nod to Hire Greenberg Traurig as Counsel
---------------------------------------------------------------
Neogenix Oncology, Inc., asks for authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ Greenberg
Traurig, LLP, as counsel, nunc pro tunc to the Petition Date.

Greenberg Traurig will, among other things, provide legal advice
to the Debtor's powers and duties as debtor-in-possession in the
continued operation of its business and management of its
property, at these hourly rates:

      Lawrence E. Rifken           $725
      Maria J. DiConza             $810
      Scott Meza                   $625
      Thomas J. McKee, Jr.         $475
      Alexandra Aquino-Fike        $460
      Doreen Cusumano              $310

Lawrence El Rifken, shareholder at Greenberg Traurig, attests to
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Pipper Jaffray & Co. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.


NEOGENIX ONCOLOGY: Piper Jaffray Okayed as Investment Banker
------------------------------------------------------------
Neogenix Oncology, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the District of Maryland to employ Piper
Jaffray & Co. as investment banker and financial advisor, nunc pro
tunc to the Petition Date.

PJC will, among other things:

      a. continue to review and analyze the Debtor's business and
         operations and the industry and markets within which the
         Debtor operates and to assist the Debtor and the Debtor's
         advisors in preparing, monitoring and updating a going
         forward budget;

      b. assist the Debtor with developing, managing to and
         updating a cash flow budget, including weekly cash
         management and reporting, DIP loan compliance and monthly
         operating reports;

      c. contact and follow-up potential purchasers in the sale
         process; and

      d. arrange and participate in visits to the Debtor's
         facilities by potential purchasers or otherwise make
         introductions and perform services to develop potential
         purchasers' interest in the business.

The Debtors will pay PJC:

      a. a monthly advisory fee of $50,000; and

      b. in the event the Debtor consummates a sale transaction
         pursuant to an agreement or commitment entered into (i)
         during the term of our engagement or (ii) during the one-
         year period following termination of PJC's engagement, a
         cash fee, payable at closing of the sale, equal to 2.5%
         of the aggregate transaction value less the credit of the
         Monthly Advisor Fees for months three and four; provided
         that PJC's total transaction fee won't be less than
         $750,000 less the credit of the Monthly Advisor Fees for
         months three and four.  PJC will only be entitled to a
         sale fee if PJC was responsible for independently
         identifying the sale purchaser during the term of the
         engagement.

Teri Stratton, managing director at PJC, attested to the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.


NEOGENIX ONCOLOGY: Official Equity Committee Named
--------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders in the
Neogenix Oncology, Inc. bankruptcy case.

The Committee members are:

      1. Andrew Milstein, Interim Chairperson
         Genix, LLC
         16 Foulet Drive
         Princeton, NJ 08540

      2. Anthony C. Conte
         P.O. Box 31871
         Palm Beach Gardens, FL 33420

      3. Dennis L. Endress
         424 State Rt 40
         Edelstein, IL 61526

      4. Christopher Hyun
         Hyun Family Trust
         4009 48th Street NW
         Washington, DC 20016

      5. Stuart Plotnick
         14907 Forest Landing Circle
         Rockville, MD 20850

      6. Dan Pollock
         40 Park Ave, 17-A
         New York, NY 10016

      7. Michael E. Walsh
         64 Potunk Lane
         Westhampton Beach, NY 11978

The Committee proposes to hire Mikhael D. Charnoff, Esq.,
Elizabeth L. Gunn, Esq., and Roy M. Terry, Jr., Esq., at Sands
Anderson PC as counsel.

The attorneys can be reached at:

      Mikhael D. Charnoff, Esq.
      E-mail: mcharnoff@sandsanderson.com
      SANDS ANDERSON PC
      1497 Chain Bridge Road, Suite 202
      McLean, Virginia 22101-5728
      Tel: (703) 893-3600

              - and -

      Roy M. Terry, Jr., Esq.
      E-mail: rterry@sandsanderson.com
      Elizabeth L. Gunn, Esq.
      E-mail: egunn@sandsanderson.com
      SANDS ANDERSON PC
      Post Office Box 1998
      Richmond, Virginia 23218-1998
      Tel: (804) 648-1636

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Pipper Jaffray & Co. is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.


NEOMEDIA TECHNOLOGIES: Names Jeff Huitt Chief Financial Officer
---------------------------------------------------------------
NeoMedia Technologies, Inc., has appointed Jeff Huitt as its new
Chief Financial Officer.  Mr. Huitt brings a strong track record
of public company expertise.  Mr. Huitt replaces Colonel Barry S.
Baer who has been NeoMedia's part time CFO since February 2012.
Colonel Baer will continue to be NeoMedia's Corporate Secretary.

Mr. Huitt has more than 20 years experience driving the financial
function at various companies, including Orion Consulting, where
he spent the last nine years as Principal and Consultant providing
financial operations and funding support for start-up companies.
Prior to Orion Consulting, Huitt acted as CFO at XsunX, Inc.,
Parking Stripes Advertising, Diamondback Tactical, iSherpa Capital
and AirCover Network Solutions.  He holds an MBA in Management
from the University of Denver and is a Certified Public Accountant
(CPA) in Colorado.

"Jeff brings a wealth of public company expertise to the company
and we are thrilled to welcome him to the team," commented Laura
Marriott, CEO of NeoMedia.  "We would like to thank Barry for his
contribution to the company over the last 6 months and look
forward to his continued involvement."

"NeoMedia is at the top of its game today as pioneers in the
mobile barcode industry," said Jeff Huitt.  "My goal and the goal
of our finance team is to support the company's momentum in this
space."

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

The Company reported a net loss of $849,000 in 2011, compared
with net income of $35.09 million in 2010.

The Company's balance sheet at June 30, 2012, showed $7.53 million
in total assets, $106.09 million in total liabilities, all
current, $4.84 million in series C convertible preferred stock,
$348,000 in series D convertible preferred stock, and a $103.74
million total shareholders' deficit.


NORTH END UNITED: Members Vote Down Deal to Pay Creditors
---------------------------------------------------------
Herald Business reports that members of the North End United
Housing Co-operative Ltd. in Halifax, Nova Scotia, have voted down
a deal to pay its creditors because that would have made
affordable housing unaffordable, says Jonathan Hannam, president
of the co-op's board of directors.

Hannam said 40 of 47 co-op members voted against the proposal,
which would have paid 50 cents on the dollar to creditors owed
more than $1 million for co-op repairs and renovations, but would
have required average rent increases of $200 a month, according
Herald Business.

The report notes that creditors agreed to that settlement, subject
to a co-op vote, earlier this month in an attempt to stave off
having the co-op placed in receivership, as recommended by monitor
Grant Thornton LLP and the co-op's sole secured creditor, the Nova
Scotia Housing Development Corp.

The provincial agency holds $9.7 million in mortgages on co-op
property, the report relates.

Herald Business notes that the matter is scheduled to return to
court on Sept. 4, at which time Hannam expects that Nova Scotia
Supreme Court Justice J. Glen McDougall will have no choice but to
place the co-op in receivership.

Mr. MacLeod said that co-op members shouldn't have had to bear the
costs of the proposed creditor settlement, the report relates.

The co-op applied for creditor protection in January in an attempt
to save 131 townhouses and apartments in several north-end Halifax
communities, the report recalls.

The report says that it received $3.1 million in forgivable loans
in January 2010 under the province's Social Housing Assistance
Repair Program for renovation work on its properties.

But cost overruns resulted in debts of $1,039,777 owed to more
than a dozen subcontractors, leaving the co-op with a total
liability of $1,195,795, including interest, the report adds.


OCEAN DRIVE: Cavalier Hotel Filing Stops Foreclosure
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Cavalier Hotel on Ocean Drive in
Miami Beach filed for Chapter 11 protection Aug. 28 in Miami to
halt foreclosure scheduled the next day.

According to the report, Ridge-Hill Holdings-Miami LLC, the
current owner of the mortgage, was foreclosing a $9.9 million
debt.  The owner of the hotel also operates the restaurant, known
as Crab Shack.  The hotel advertises itself as "the best hotel
value on Miami's South Beach."

The Bloomberg report discloses there is almost no unsecured debt,
court papers show, because suppliers have been demanding cash on
delivery.

                     About the Cavalier Hotel

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., in Miami.


OTOLOGICS LLC: Sale to Cochlear Set for Sept. 5 Hearing
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Otologics LLC will sell its assets for $14 million to
Cochlear Ltd. unless a better offer turns up at auction on
Sept. 4.  Under court-approved procedures, competing bids were due
Aug. 30.  A hearing to approve the sale is set for Sept. 5 in U.S.
Bankruptcy Court in St. Louis.  Cochlear is a secured creditor
owed $10.3 million.  The debt will be swapped for most of the
purchase price.

                          About Otologics

Otologics, L.L.C., filed a Chapter 11 petition (Bankr. E.D. Mo.
Case No. 12-47045) in St. Louis on July 23, 2012, intending to
sell its assets to Cochlear Limited.

Otologics was founded in 1996 to acquire ceratin implantable
hearing device technology from Storz Instrument Co, and further
develop and test such technology for future commercial
marketability.  The Debtor's first product, the semi-implantable
MET (middle ear implant) has received the CE Mark and is currently
being sold in Europe.  In October 2006, the Debtor completed the
European clinical trial for its second product, the fully
implantable CARINA middle ear implant, and received the CE Mark,
authorizing European sales. In the United States, the CARINA fully
implantable device is currently in Phase II clinical trials.

The Debtor's proprietary technology is protected with roughly
40 U.S. patents, 17 pending applications, and 46 proposed
applications.  The Debtor also has roughly 11 issued patents and
18 pending patent applications in various international
jurisdictions.  The patents cover hearing implant systems,
actuators, electrical stimulation and implanted microphones.  The
Debtor owns or has exclusive, worldwide licenses to these patents
and applications, many of which cover the design and manufacture
of its products.

Cochlear is a global participant in the hearing impaired device
industry. It is publicly traded on the Australian Stock exchange
and has over 2,500 employees.

Bankruptcy Judge Charles E. Rendlen III oversees the case.
Otologics is represented in the case by Thompson Coburn LLP as
lead bankruptcy counsel, and Roberts & Olivia LLP as special
counsel.

Otologics estimated under $50 million in both assets and debts.
The petition was signed by Jose H. Bedoya, chief executive
officer.


PACER MANAGEMENT: Knox County Provides Emergency Funding
--------------------------------------------------------
Pacer Management last month filed an emergency motion to obtain on
a nunc pro tunc basis, as of July 20, 2012, authority to obtain
postpetition financing pursuant to a promissory note.

The note provided the Debtors with a $316,000 postpetition lien
secured by a first-priority lien on the cash and accounts
receivable of the Debtors.  The loan will not bear interest, and
will have a maturity date of Dec. 31, 2012.  The loan proceeds
were made available to the Debtors on an emergency basis on July
20, 2012 in order to allow the Debtors to satisfy their obligation
to pay wages and wage-related taxes.

In June, the Debtor obtained final approval to use cash collateral
and obtain secured, postpetition financing from Dr. Satyabrata
Chatterjee and Dr. Ashwini Anand.  The budget authorized the
Debtors to borrow up to $640,000 from the postpetition lenders,
and the Debtors had previously borrowed $375,000 from the lenders

The Debtors in June obtained approval to reject an operating lease
for the Knox County Hospital in Kentucky.  The parties negotiated
a transition date of July 16, 2012, at which time operations of
the hospital were to be turned over to the lessors.  But the
Debtor unexpectedly encountered a delay in the ongoing access to
certain date to concerns of a software provider, Healthcare
Management Systems.

The existing postpetition lenders were unable to loan additional
funds to the Debtors on less than 24 hours' notice.  Fortunately,
Knox County was willing and able to lend funds in an amount
sufficient to allow the Debtors to fulfill wage and tax
obligations which fell due July 20, 2012.

The amount of the emergency DIP loan, when added to the sums,
previously borrowed from the postpetition lenders, exceeds the
amount authorized under the June final cash collateral order by
$50,000.

The emergency DIP loan increases the amount the Debtors authorized
to borrow postpetition by $50,000 and add Knox County, Kentucky as
an additional lender.

On Aug. 10, the bankruptcy judge entered an agreed order
authorizing the Debtors to use cash collateral until Aug. 24,
subject to an extension pursuant to the consent of the lenders.

Knox County, Kentucky, and Knox Hospital Corporation are
represented by:


         Mary L. Fullington, Esq.
         Douglas L. McSwain, Esq.
         WYATT, TARRANT & COMBS, LLP
         250 West Main Street, Suite 1600
         Lexington, KY 40507-1746
         Tel: (859) 233-2012
         Fax: (859) 259-0649
         E-mail: Lexbankruptcy@wyattfirm.com

                        About Pacer Management

Pacer Management of Kentucky, LLC, and Pacer Health Management
Corporation of Kentucky filed voluntary Chapter 11 petitions
(Bankr. E.D. Ky. Case Nos. 12-60410 and 12-60411) on March 27,
2012.  Cumberland-Pacer, LLC also filed for Chapter 11 (Bankr.
E.D. Ky. Case No. 12-60412) also filed a separate petition on the
same day.  Pacer Management estimated up to $50 million in assets
and debts.

The Debtors lease the assets and real property to operate the
hospital from Knox County, Kentucky and Knox Hospital Corporation.
According to court filings, the lessors in 2009 filed suit against
Pacer Health and others in the Knox Circuit Court alleging a
breach of the Lease Agreement but the suit was later resolved.
Under the deal, CP was substituted as lessee.

CP is a Kentucky limited liability company established by Dr.
Satyabrata Chatterjee and Dr. Ashwini Anand to purchase the stock
of Pacer Holdings of Kentucky, Inc., which owned 100% of the stock
of Pacer Health and 60% of the stock of Pacer Management.  CP,
which previously owned 40% of the stock of Pacer Management,
became the sole owner of Pacer Management following the
transaction.

In October 2011, the county notified CP it was in default under
the lease agreement.  The parties negotiated numerous extensions
of time to cure the alleged defaults, most recently until 12:01
a.m. on March 29, 2012.  Prior to expiration of the most recent
extension, the Lessors again filed suit in the Knox Circuit Court
on March 20, 2012 seeking to have the Lease Agreement terminated
and requesting entry of a restraining order against CP, PHM and
PM, among others.

On March 20, 2012, the Knox Circuit Court issued a restraining
order which precluded the Debtors from spending hospital funds
other than for ordinary operating expenses, among other things.

A March 22, 2012 report by The Associated Press said that county
officials and the hospital board have agreed to terminate the
facility's lease with the Debtors.  The group then agreed to sign
with another management company that will keep the hospital open
and prepare it to be sold, according to the report.

The Debtors filed for Chapter 11 protection to retain control of
the Hospital.  The Debtors said they seek to continue operating
the Hospital pursuant to the terms of the Lease Agreement and
preserve their option to purchase the Hospital.

Judge Joseph M. Scott, Jr. presides over the case.  Lawyers at
DelCotto Law Group PLLC, serve as the Debtors' counsel.  Craig
Morgan, the Debtors' CEO, has been appointed by the Court as the
individual responsible for performing the duties of the Company as
a Debtor in possession.  Mr. Morgan signed the bankruptcy
petitions.

Dr. Satyabrata Chatterjee, one of the DIP lenders, is represented
by Dinsmore & Shohl, LLP.  Dr. Ashwini Anand has teamed up with
Dr. Chatterjee to provide the DIP loan.


PARADISE HOSPITALITY: Required to File Plan by Sept. 13
-------------------------------------------------------
Paradise Hospitality, Inc., sought and obtained an order (1)
extending the time to file a plan and disclosure statement by 90
days, up to and including Sept. 13, 2012; and (2) extending the
exclusivity periods to file a plan and solicit acceptances by a
period of 90 days, through and including Sept. 13, and Nov. 13,
respectively.

The Debtor said in a filing at the end of May it has had
meaningful discussions with its secured lender regarding a chapter
11 plan framework, and the Debtor also is exploring the potential
for third party investment with various funding sources.  The
Debtor said it is engaged in ongoing discussions with the secured
lender, RREF WB Acquisitions, LLC, regarding treatment of RREF's
claims and the potential structure for a chapter 11 plan.
The Debtor said in the May filing it anticipates receiving
proposals from potentially interested investors "within the next
month."

No further extensions will be granted absent a showing of exigent
circumstances by clear and convincing evidence, the Court's order
said.

In June, the Debtor signed a deal with RREF that says that RREF
won't object to the exclusivity extension motion provided that
the Debtor only sought an extension of the plan deadline until
Aug. 13.

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq., at
Lim, Ruger & Kim, LLP, serves as the Debtor's counsel.  The Debtor
disclosed $15,628,687 in assets and $21,430,333 in liabilities as
of the Chapter 11 filing.  The petition was signed by the Debtor's
president, Dae In Kim, a Korean businessman who lives in southern
California.


PATRIOT COAL: Creditors Objects to Venue Transfer Motion
--------------------------------------------------------
BankruptcyData.com reports that Patriot Coal and it official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court separate objections to the motions filed by the United Mine
Workers of America and the U.S. Trustee seeking to transfer the
Patriot Coal Chapter 11 proceeding to a different venue.

The Debtors state, "The ninety-nine Debtors, who are incorporated
and located in various jurisdictions, selected New York because it
is the single most convenient and cost-effective forum for both
the parties in interest and the professionals most likely to play
major and ongoing roles in the administration of these cases.

In its objection, the Creditors Committee asserts, "In particular,
the UMWA and the Sureties have not proved that their preferred
venue, Charleston, West Virginia, is more convenient than New York
City. Nor has the U.S. Trustee proven that another venue is more
convenient.  Accordingly, the Venue Motions should be denied."
D.I.P. agents Citibank and Bank of America also filed objections
to the transfer motion.

The Court scheduled a Sept. 11, 2012 hearing on the matter.

                         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.


PEMCO WORLD: Anticipates Closing Sale to Avion by Monthend
----------------------------------------------------------
The Hon. Mary H. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has approved the second amended asset
purchase agreement and related bidding procedures between Pemco
World Air Services and Avion Services Holdings LLC.

As reported in the Troubled Company Reporter on Aug. 8, 2012,
Pemco World Air Services on Aug. 6 filed with the Bankruptcy Court
an amended and restated Asset Purchase Agreement with Avion
Services Holdings, LLC, an affiliate of Sun Capital Partners,
Inc.  The Company anticipates that the sale to Avion Services
Holdings, LLC will be completed before the end of August, at which
time the new company will be a stronger and more viable business.

"This is a very positive development.  It reaffirms the Company's
strategy that it undertook in restructuring Pemco to emerge with
its strongest ever balance sheet and excellent capital structure,"
said William Meehan, Chief Executive Officer of Pemco.  "This
allows us to grow our business and remain an industry leader. I am
very excited and firmly believe that our best days are ahead of
us."

The Company also said that it has agreed with Vision Technologies
Aerospace to terminate the Asset Purchase Agreement entered into
on May 23, 2012, with VT Aerospace.

Karen Walker at Air Transport World reports that Avion Services
has provided debtor-in-possession financing to Pemco since the
bankruptcy filing, allowing Pemco to continue payments to
employees and suppliers.

Air Transport World relates that ST Engineering confirmed the
termination of its acquisition agreement, saying the decision was
made after certain closing conditions could not be fulfilled by
the seller prior to the closing deadline.

                   About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PENINSULA HOSPITAL: Court OKs AFS as Collection Service Providers
-----------------------------------------------------------------
Lori Lapin Jones, Chapter 11 Trustee for Peninsula Hospital
Center, et al., sought and obtained authorization from the Hon.
Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern
District of New York to employ E-Recovery, LLC, dba Automated
Financial Systems as collection service providers.

AFS will provide collection services on behalf of PHC relating to
third party in-patient appeals and all remaining outpatient self-
pay and third-party accounts receivables balances.  By retaining
AFS as collection service provider, the Trustee will be able to
recapture funds on behalf of the PHC estate which might otherwise
be lost.

William McNeill, general partner at AFS, attested to the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. McNeill said that generally, AFS bases its fees on the "days
in age" of the accounts receivable assigned for collection.
Typically, the fees charged will increase as "days in age"
increase, subject to a cap for all receivables over a certain "day
in age".  With respect to the services to be provided on behalf of
the Trustee as of June 1, 2012, and going forward, Mr. McNeill
said that AFS agreed to limit its fees for all collections to a
flat rate of 11%.  "This Fee Cap shall apply to all accounts
collected by AFS whether in the 181+ category, the 001-079
category or 081-180 days category.  In addition, the fees to be
paid to AFS shall be paid on a contingency basis solely out of the
collections recovered by AFS," Mr. McNeill stated.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENINSULA HOSPITAL: Abrams Fensterman Replaces Tarter as Counsel
----------------------------------------------------------------
Peninsula Hospital Center, et al., sought and obtained permission
from the Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for
the Eastern District of New York to substitute Deborah J. Piazza,
Esq., of Tarter Krinsky & Drogin LLP, with Mark Frimmel, Esq., of
Abrams Fensterman, as attorney for the Debtors.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENN CENTRAL: Successor Entity Liable to 32 Ex-Workers' Claims
--------------------------------------------------------------
District Judge Harvey Bartle III said the company that emerged
from the 1970s reorganization of Penn Central Transportation Co.
is liable for the claims of 32 former employees of PCTC or their
estates.  The $14,761,238 judgment entered against "the Penn
Central" in the United States District Court for the Northern
District of Ohio confirms an arbitration award, as modified by the
Surface Transportation Board, in favor of the Claimants for
benefits and pre-judgment interest owed under a 1964 collective
bargaining agreement.  The Claimants have filed a cross-motion for
summary judgment in which they ask the U.S. District Court for the
Eastern District of Pennsylvania to enforce against the
Reorganized Company the judgment entered in the Northern District
of Ohio.

According to Judge Bartle's ruling, on Sunday, June 21, 1970, at
5:40 p.m., Judge C. William Kraft, Jr. of U.S. District Court for
the Eastern District of Pennsylvania signed the petition of PCTC
for reorganization under Sec. 77 of the Bankruptcy Act of 1898,
11 U.S.C. Sec. 205 (repealed 1978).  The matter was then assigned
to Judge John P. Fullam, who oversaw the massive proceeding for
more than 40 years until April 15, 2011 when he ceased hearing
cases.  Thereafter, it was transferred to Judge Bartle.

On March 17, 1978, the Pennsylvania Court approved an "Amended
Plan of Reorganization" that would govern the liabilities of PCTC
as it would be reorganized at the conclusion of the Sec. 77
proceeding.  The Court confirmed the Plan on Aug. 17, 1978.

The Reorganized Company, formerly known as The Penn Central
Corporation and now known as American Premier Underwriters Inc.,
moved for summary judgment, challenging its liability to the
Claimants.

"[I]t would be inequitable for the Reorganized Company not to pay
interest to the five living Claimant railroad workers and the
estates of the remaining 27, all of whom have waited over 35 years
and some of whom have waited over 40 years to recover what is due
them."

The case is In The Matter of Penn Central Transportation Co., No.
70-347 (E.D. Pa.).  A copy of the Court's Aug. 28, 2012 Memorandum
is available at http://is.gd/z66xJ1from Leagle.com.


PEREGRINE FINANCIAL: Customers Object to Lawyer's Fee Hike
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy trustee liquidating commodity broker
Peregrine Financial Group Inc. is requesting authority from the
bankruptcy court to continue operating the business until Nov. 12.

The report notes that unlike companies in Chapter 11
reorganization, trustees for businesses like Peregrine being
liquidated in Chapter 7 must obtain court approval to operate the
business.

According to the report, trustee Ira Bodenstein isn't operating
the business in the traditional sense.  Rather, he needs court
permission to continue retaining the 35 employees still on the
payroll who are assisting in the collection of assets and ultimate
distributions to customers and creditors.

The report relates that among the employees, Mr. Bodenstein wants
permission to grant a $20,000 raise to former general counsel
Rebecca Wing.  If approved, her salary would become $400,000.
The trustee said her services are "invaluable" and that she has a
"wealth of knowledge about the debtor's business."  The motion to
continue operating the business was set for court consideration
Aug. 30.

Customer Vitaloon Inc. and Commodity Customer Coalition Inc. filed
papers Aug. 28 objecting to the raise for Ms. Wing.

The report notes that in the parallel receivership in U.S.
District Court, the receiver is asking the judge to require
customers and creditors to file claims by Dec. 17.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PETTERS GROUP: Trustee Can Recoup $200,000 From Soccer Club
-----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones Newswires, reports
trustee Douglas Kelley, who is overseeing the bankruptcy
liquidation of Tom Petters' former business empire, on Tuesday won
a $200,000 judgment against Luxembourg soccer club CS Fola Esch.
Mr. Kelley sued Fola in October 2010 to recover money the club
received from Mr. Petters.  The report notes the club received
$200,000 from Mr. Petters in July 2008, mere months before Mr.
Petters was arrested and his companies taken away from him and
placed into bankruptcy protection.  Mr. Petters is now serving a
50-year prison sentence for his 2009 conviction on multiple fraud
and other charges, which he unsuccessfully asked the Supreme Court
to review.

According to the report, Fola never answered the trustee's
complaint despite facing a court-imposed deadline to do so, which
are the grounds upon which Judge Gregory F. Kishel of the
Minnesota bankruptcy court ordered the club to return the
$200,000, cover the trustee?s costs and pay prejudgment interest.

Fola currently tops the Luxembourg national football league.  The
team, however, is ranked 428 of the 443 teams that are members of
the Union of European Football Associations, or UEFA.


PIEDMONT CENTER: Can Use BP Cash Collateral Until Oct. 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized John A. Northen as Chapter 11 trustee for
Piedmont Center Investments, LLC, to continue using the cash
collateral of Business Partners until Oct. 31, 2012.

A further hearing regarding the continued use of cash collateral
will be held at 10:30 a.m. on Oct. 18.

The trustee will use Business Partners' cash collateral to pay on-
going costs of managing, leasing, insuring, preserving, repairing
and protecting the Business Partners properties.

As reported in the Troubled Company Reporter on March 7, 2012,
Business Partners asserts and appears to have a perfected security
interest in these properties and the Debtor's rental income:

   -- 303 Burke Street, Gibsonville, North Carolina;

   -- 412 S. Main Street, Graham, North Carolina

   -- 835 W. Main Street, Murfreesboro, North Carolina;

   -- E. Washington and Park Avenue, Nashville, North Carolina;

   -- 300 Block East Street (US Highway 64);

   -- Pittsboro, North Carolina, 816 N. Madison Boulevard,
      Roxboro, North Carolina

Business Partners' security interest extends to the identifiable
rents and other receipts derived from the Business Partners
Properties and on hand as of the Petition Date and the rents and
other receipts derived from the Business Partners.

As of the Petition Date, there appear to be lien claims filed
against the Mebane Property by contractors or subcontractors who
supplied materials or labor for the purpose of constructing the
improvements located on and thus an affixed part of the Mebane
Property.  The inchoate lien rights of the Lien Claimants are
unliquidated, of unknown and uncertain priority, and junior to the
lien of KeySource.  There do not appear to be any additional lien
claims filed against the Business Partners Properties.

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq., at Howard,
Stallings, From & Hutson, P.A.

The Honorable J. Rich Leonard appointed John A. Northen, Esq. as
Chapter 11 trustee in September 2011.  Lehman Pollard of Nelson &
Company, PA, serves as trustee's accountant.

The Bankruptcy Administrator sought a Chapter 11 trustee, citing
that in August 2011, federal grand jury in the Eastern District of
North Carolina indicted Piedmont's Roger van Santvoord Camp on
fifteen felony counts related to bank fraud, false statements, and
identity theft.


PINNACLE AIRLINES: Court Approves Deloitte Tax as Tax Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court Southern District Of New York authorized
Pinnacle Airlines Corp., et al., to employ Deloitte Tax LLP as tax
advisor.

Deloitte Tax is expected to, among other things:

   -- perform tax advisory services during the year from Jan. 1,
      2012, until Dec. 31, 2012, on federal, state and local tax
      matters on an as-requested basis, including, consistent with
      the terms of the applicable Prepetition Engagement Letter;

   -- calculate income tax provision and current and deferred
      income tax asset and liability accounts; and

   -- prepare required disclosures under the provisions of ASC
      740, Income Taxes for the year ended Dec. 31, 2011, and
      until the Debtors' interim reporting period ending Sept. 30,
      2012, including any interim reporting periods during the
      time.

As reported in the Troubled Company Reporter on July 31, 2012, the
Debtors have employed Deloitte Tax as their tax advisor since
the year 2002.  Deloitte Tax had prepared the Debtors' 2011 tax
filings prior to the Petition Date.

For the services provided pursuant to the Prepetition Engagement
Letters, Deloitte Tax will be compensated based on time incurred
at 65% of Deloitte Tax's applicable standard rates.  These rates,
by classification of professional, are:

         Partner, Principal or Director        $497
         Senior Manager                        $438
         Manager                               $357
         Senior                                $293
         Staff                                 $225

For the services provided pursuant to the May Engagement Letter,
the estimated fees and expenses for the preparation of the tax
returns will be $110,000, plus reasonable out-of-pocket expenses
for costs incurred.

Additionally, if Deloitte Tax finds that there is an increased
level of complexity or if additional services are necessary in
order to complete the returns the May Engagement Letter, Deloitte
Tax will consult the Debtors to discuss the billing arrangements
related to the out-of-scope services.  Fees for preparation of any
additional state and local tax returns not listed in Exhibit A
will be $1,300 for each separate return and between $2,000 and
$3,000 for each combined return based on the level of information
requested on the tax return.

For the services provided pursuant to the June Engagement Letter,
Deloitte Tax will be compensated based on Deloitte Tax's agreed
hourly rates for the services.  These rates, by classification of
professional, are:

                                              National Tax
   Title                        Local         and Bankruptcy
                                              Specialists
   Partner, Principal or
   Director                      $497           $591
   Senior Manager                $438           $502
   Manager                       $357           $412
   Senior                        $283           $336
   Staff                         $225           $264

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

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PINNACLE AIRLINES: Donlin Recano Is Committee's Admin. Agent
------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Pinnacle Airlines
Corp., et al., to retain Donlin, Recano & Company, Inc. as
administrative agent.

Donlin Recano is expected to, among other things:

   a. provide access to information for the Committee's
      constituents through web-based technology developed by
      Donlin Recano;

   b. solicit and receive comments from the unsecured creditors
      through use of the Committee Website and the ability of the
      creditors to e-mail comments and questions;

   c. to the extent required by the Committee, its counsel or the
      Court, provide notice to the unsecured creditors as to the
      existence of the Committee Website; and

   d. provide other services, including but not limited to
      noticing services, as required by the Court, the Committee
      or its counsel to assist the Committee in complying with the
      requirements of Bankruptcy Code Section 1102(b)(3).

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PJP ENTERPRISES: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: PJP Enterprises, Inc.
        dba Hampton Inn
        1781 Fleischli Parkway
        Cheyenne, WY 82001

Bankruptcy Case No.: 12-20855

Chapter 11 Petition Date: August 28, 2012

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Ken McCartney, Esq.
                  THE LAW OFFICES OF KEN MCCARTNEY, P.C.
                  P.O. Box 1364
                  Cheyenne, WY 82003
                  Tel: (307) 635-0555
                  Fax: (307) 635-0585
                  E-mail: bnkrpcyrep@aol.com

Scheduled Assets: $9,151,700

Scheduled Liabilities: $5,368,230

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wyb12-20855.pdf

The petition was signed by Piyush Patel, secretary.


PRINCE SPORTS: Reorganization Plan Declared Effective
-----------------------------------------------------
Prince Sports, Inc., et al., notified the U.S. Bankruptcy Court
for the District of Delaware that the Effective Date of their
Chapter 11 Plan occurred on Aug. 4, 2012.

The Court in July confirmed the Debtors' plan, sealing a deal that
will transfer control of the reorganized company to creditor
Authentic Brands Group LLC for $65 million of secured debt.
Bankruptcy Judge Kevin J. Carey at a July 27 hearing in
Wilmington, Delaware, gave the racket-maker approval of the plan,
allowing it to exit court protection in less than three months.

The Plan calls for an affiliate of Authentic Brands Group LLC to
take ownership in exchange for $67.2 million in secured debt it
purchased.  The plan proposes to give cash and lawsuit recoveries
to unsecured creditors, for an expected recovery of 29% on
$13.8 million in claims.  A copy of the Disclosure Statement is
available for free at
http://bankrupt.com/misc/PRINCESPORTS_ds_2Amended.pdf

The Court ruled that any final application for allowance of a
professional fee claim for services rendered and costs incurred
through the Effective Date must be filed with the Court no later
than Sept. 18, 2012.  All proofs of claim with respect to claims
arising from the rejection of executory contracts under the Plan
must be filed with the Court or the voting and claims agent by
Sept. 18.

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  The Company pioneered many innovative designs,
including the "oversized" racquet, the "longbody" racquet, and
technology for racquet applications such as Triple Threat, 03 and
EX03.  Prince sells its products through brands like "Ektelon,"
which sells racquetball racquets, footwear and gloves and "Viking
Athletics," through which it sells platform tennis paddles, balls
and gloves.  Prince is distributed in over 100 countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

The Debtor has a Chapter 11 plan where (ABG)-Prince LLC, which
acquired the secured debt from GE Capital and Madison Capital,
will be acquiring 100% of the new equity in exchange of the
discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consulting Inc., to
provide David J. Woodward as Chief Restructuring Officer, and
provide additional personnel. Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case.


PURE BEAUTY: Plan Exclusivity Expires Oct. 28
---------------------------------------------
Pure Beauty Salons & Boutiques, Inc.'s exclusive periods to file
and solicit acceptances of a proposed chapter 11 plan now expires
Oct. 28, 2012, and Dec. 25, 2012, as a result of a third
exclusivity extension order entered by Hon. Mary F. Walrath mid-
August.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


RAILAMERICA INC: S&P Removes 'BB-' Corp. Credit Rating From Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
RailAmerica Inc., including the 'BB-' corporate credit rating,
from CreditWatch, where it had placed them with developing
implications on July 23, 2012. The outlook is stable.

"The CreditWatch resolution follows our review of Genesee &
Wyoming (BB-/Stable/--) pro forma for the pending acquisition of
RailAmerica. Pro forma for the transaction, the corporate credit
rating (on the combined entity) is the same as RailAmerica stand-
alone rating. Debt levels are elevated following the merger, but
we expect cost savings and free cash flow to be applied for debt
reduction," S&P said.

"The ratings on RailAmerica (stand-alone) reflect the company's
capital intensity and acquisitive growth strategy. The company's
position as the largest 'short-line' railroad company in the U.S.
and its participation in the relatively stable North American
freight railroad industry somewhat offset these weaknesses.
RailAmerica operates about 7,400 miles of track through a
portfolio of 43 individual railroads, which it acquired over time,
in 28 states and three Canadian provinces. Standard & Poor's
characterizes the company's business risk profile as 'fair,' its
financial risk profile as 'aggressive,' and its liquidity as
'adequate.' RailAmerica currently generates lease-adjusted debt to
EBITDA of about 3.5x and funds from operations (FFO) to total debt
in the mid-20% area," S&P said.

"The outlook is stable. Following the close of the transaction, we
expect Genesee & Wyoming to integrate RailAmerica's operations and
generate modest cost savings, which should result in earnings
growth and improved credit metrics over the next several
quarters," said Standard & Poor's credit analyst Anita Ogbara.
"Based on the amortization in the proposed transaction structure,
we also expect moderate debt reduction over the next few years."

"We could lower the ratings if a substantial change in financial
policy, a debt-financed acquisition, or earnings deterioration
results in FFO to total debt falling below 15% on a sustained
basis. Alternatively, we could raise the ratings if earnings
improvement results in FFO to total debt in the upper-20% area on
a sustained basis," S&P said.


RESIDENTIAL CAPITAL: Follows Hawker Fate With Rejection of Bonuses
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC has the distinction of being
the second company within a week to have a proposed executive
bonus program rejected by a bankruptcy judge in New York.

According to the report, at the end of last week, a different
judge concluded that the proposal for Hawker Beechcraft Inc. was
defective because it "pays a bonus for confirming a plan that is
likely to occur."  U.S. Bankruptcy Judge Martin Glenn turned down
the ResCap proposal with much the same reasoning, saying the
proposal was defective because 63% of the bonuses for executives
at the mortgage-servicing subsidiary of non-bankrupt Ally
Financial Inc. would be earned by completing asset sales arranged
before the Chapter 11 filing.

The report relates that ResCap's proposal was "primarily retentive
in nature," Glenn said.  Amending bankruptcy law in 2005, Congress
banned retention bonuses for top executives of companies in
bankruptcy.  The ResCap bonus plan would have paid between $4.1
million and $7 million to 17 executives.  The bonuses would have
been 79% of annual base pay, making compensation 30% more than the
prior two years, Judge Glenn said.

The report notes that the judge rejected the idea that bonuses
pass muster just because they are a small percentage of asset sale
proceeds.  Judge Glenn is allowing ResCap to modify the proposal
and try again.  He told the company it must discuss modifications
in advance with the U.S. Trustee to avoid objections if the
company comes back to court.  The U.S. Securities and Exchange
Commission began an investigation of ResCap in February.  The
commission is attempting to determine if there was fraud in the
sale of residential mortgage-backed securities.

The Bloomberg report disclosed that the $473.4 million of ResCap
senior unsecured notes due in April 2013 last traded Aug. 28 for
24 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The $2.1 billion in third-lien 9.625% secured notes due in 2015
last traded Aug. 28 for 97.16 cents on the dollar, according to
Trace.  The third-lien notes traded at par on Aug. 21.

                     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: Receiver Estimates 2 Million Victims
-------------------------------------------------
Yannick Lejacq at IBTimes reports that Paul Burks, the receiver
who was handed control of Rex Venture Group and ZeekRewards
following its forced closure by the SEC for allegedly being a
Ponzi scheme, told reporters that the is a large number of victims
in the case.

Attorney Ken Bell of the Charlotte, N.C., law firm McGuireWoods
LLP said he cannot predict when investors will see any of their
money returned, according to IBTimes.

According to the Davidson County, N.C., paper the Dispatch, Bell
estimates that ZeekRewards might have had as many as 2 million
affiliates by the time it was closed down on Aug. 17, the report
notes.

The report says that the original SEC charge estimated that
ZeekRewards had accrued as much as $600 million through its
clandestine operations, with as many as 1 million people investing
in the company.

But after just one week of investigations, Mr. Bell now believes
that the SEC's claims may have underestimated the true extent of
ZeekRewards' damage and the number of its affiliates, the report
discloses.

Mr. Bell told local news sources that, so far, his office has been
able to find as much as $100 million in assets that could
eventually be returned to Zeek affiliates, the report notes.

How long it would take to locate remaining assets, and if they
could even be returned, remains unclear, the report adds

                       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.


RITZ CAMERA: Cooley LLP Approved as Committee's Lead Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Ritz Camera & Image, LLC, et al., to retain Cooley LLP as
its lead bankruptcy counsel.

As reported in the Troubled Company Reporter on Aug. 14, 2012,
Cooley will represent the Committee in coordination with Richards
Layton, the Committee's proposed Delaware counsel.

Jay R. Indyke, a partner at Cooley, assures the Court that Cooley
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: Richards Layton Approved as Panel's Delaware Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Ritz Camera & Image, LLC, et al., to retain Richards,
Layton & Finger, P.A. as Delaware counsel.

As reported in the Troubled Company Reporter on Aug. 14, 2012, the
Committee submitted that it is essential for it to employ RL&F as
local counsel.  Moreover, pursuant to Local Rule 9010-1(c), the
Committee is required to retain Delaware counsel.  Cooley LLP and
RL&F have discussed a division of responsibilities and will make
every effort to avoid and minimize duplication of services in the
Chapter 11 cases.

To the best of the Committee's knowledge, RL&F does not hold any
interest adverse to the Committee or the Debtors' estates.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: PwC Approved as Committee's Financial Advisors
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Ritz Camera & Image, LLC, et al., to retain
PricewaterhouseCoopers LLP as its financial advisors.

As reported in the Troubled Company Reporter on Aug. 15, 2012,
PwC is expected to, among other things:

   a) review of all financial information prepared by the Debtors
      or its consultants as requested by the Committee including,
      but not limited to, a review of Debtors' schedules of assets
      and liabilities, statements of financial affairs, monthly
      operating reports, business plans and financial projections;

   b) assist the Committee in monitoring, assessing, and analyzing
      the Debtors' going-out-of-business liquidation of
      merchandise, including reviewing and analyzing cash flows
      from GOB sales, inventory levels and augmentation
      strategies, GOB funds flow and cash management, liquidation
      fees and expenses, analysis of budget to net results,
      monitoring and analysis of inventory levels; and

   c) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of offers received
      on the sale of its remaining stores on a going-concern or
      liquidation basis, or as part of a plan of reorganization or
      as part of a plan of liquidation including modeling creditor
      recoveries under various scenarios and comparison to a
      liquidation analysis.

PwC's hourly rates are:

         Personnel                       Hourly Billing Rate
         ---------                       -------------------
         Partner/Principal                      $790
         Managing Director                      $615
         Director/Senior Manager                $560
         Manager                                $435
         Senior Associate                       $360
         Associate                              $305
         Paraprofessionals/Secretarial          $110

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

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: Trustee Names Alan Chapell Consumer Privacy Ombudsman
------------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed

         Alan Chapell
         Chapell & Associates
         692 Greenwich Street, Suite No. 5
         New York, NY 10014
         Tel: (917) 318-8440

as the consumer privacy ombudsman in the Chapter 11 cases of Ritz
Camera & Image, LLC, et al.

The appointment was pursuant to a Court order dated April 9, 2012,
directing the appointment of a consumer privacy ombudsman.

The consumer privacy ombudsman will, among other things:

   -- appear at hearings and will provide to the court information
      to assist the court in its consideration of the facts,
      circumstances, and conditions of the proposed sale or lease
      of personally identifiable information;

   -- not disclose any personally identifiable information
      obtained by the ombudsman.

The consumer privacy ombudsman is notified that a hearing for
approval of a proposed sale of the Debtors' assets is scheduled
for Sept. 10, 2012, at 11 a.m.

To the best of the Trustee's knowledge, Mr. Chapell is a
"disinterested person" as that term is defined in Section 101(14).

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


SANITARY AND IMPROVEMENT: Chapter 9 Case Summary
------------------------------------------------
Debtor: Sanitary and Improvement District No. 270 of
        Sarpy County, Nebraska
        11605 Arbor Street, Suite 104
        Omaha, NE 68144

Bankruptcy Case No.: 12-81926

Chapter 9 Petition Date: August 28, 2012

Court: U.S. Bankruptcy Court District of Nebraska (Omaha Office)

Debtor's Counsel: Ronald W. Hunter, Esq.
                  RONALD W. HUNTER LAW OFFICE
                  11605 Arbor Street, Suite 104
                  Omaha, NE 68144
                  Tel: (402) 397-6965
                  Fax: (402) 397-0607
                  E-mail: rwhre@hunterlaw.omhcoxmail.com

Scheduled Assets: $3,267,759

Scheduled Liabilities: $11,358,782

A copy of the Debtor's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/neb12-81926.pdf

The petition was signed by William L. Morrison, Jr., chairman.


SCOOP MANAGEMENT: Law Firm Agrees to Pay $25MM for Nadel Fraud
--------------------------------------------------------------
John Hielscher at The Herald Tribune reports that Holland & Knight
will pay $25 million to settle a suit over its ties to Sarasota
Ponzi schemer Arthur Nadel.

The firm and the Nadel receivership announced the settlement,
which will provide the largest source of cash to date for
investors who lost $162 million in Nadel's scam, according to The
Herald Tribune.

The report notes that investors will get $18.2 million, with the
balance of the settlement going to Tampa law firm Johnson Pope
Bokor Ruppel and Burns, which was hired to handle the case on a
contingency basis.

"This may be less than some were hoping for, but is still a
significant win for the investors," said Sarasota attorney Morgan
Bentley, who represents a number of Nadel's victims, the report
relates.

The Herald Tribune says that with the settlement, Nadel receiver
Burton Wiand will have gathered about $53 million for the
receivership, or about a third of investors' losses. He has
authorized $131 million in claims.

If approved by the court, the Holland & Knight settlement will be
the largest for investors in more than three years, The Herald
Tribune notes.

The Herald Tribune discloses that the lawsuit against the law
firm, filed three years ago, claimed Holland & Knight knew about -
- but failed to report -- illegal activities at the Scoop
Management hedge funds operated by Nadel in downtown Sarasota.

The influential and politically connected law firm ignored, or
missed, numerous signs that could have exposed Nadel's scheme and
protected investors, according to the lawsuit, the report notes.

Mr. Wiand, the report relates, said the settlement began taking
shape after the two sides held a two-day mediation earlier this
month.  "We began to narrow the gap and finally reached an
agreement," he said, the report relays.

If there are no protests or complications, Mr. Wiand hopes to have
the money in hand in November and distributed to investors before
Christmas, The Herald Tribune notes.

The report says that Holland & Knight, which was paid less than
$500,000 for its work with Nadel, Mr. Wiand said, had steadfastly
maintained its innocence.  As part of the settlement, it did not
admit to any wrongdoing, The Herald Tribune notes.

The Herald Tribune discloses that U.S. District Judge Richard
Lazzara still must approve the settlement.  The judge also will be
asked to bar any other claims by investors or others against
Holland & Knight and its attorney, Scott MacLeod, who also was
named in the suit, the report relates.  Objections to the deal
must be filed by Oct. 1.

Wiand, the receiver since Nadel's scheme collapsed in January
2009, said Holland & Knight prepared various private placement
memos that were used to entice investors into the hedge funds
Nadel operated with partners Neil and Christopher Moody, as well
as Nadel's management firms, the report notes.

The Herald Tribune adds that the firm failed to disclose that
Nadel was a disbarred attorney who had been sanctioned for taking
a client's money in New York.


SHEARER'S FOODS: S&P Puts 'CCC+' Corp. Credit Rating on Watch Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Ohio-
based Shearer's Foods Inc., including its 'CCC+' corporate credit
rating, on CreditWatch with positive implications, following the
company's announcement that it would be acquired by Wind Point
Partners, and its existing debt (about $186 million as of June
30, 2012) would be repaid. "The CreditWatch positive listing means
that we could either raise or affirm the ratings following the
completion of our review," S&P said.

"While details of the transaction were not disclosed, we expect
the company's existing debt outstanding will be repaid following
the acquisition by Wind Point Partners," said Standard & Poor's
credit analyst Bea Chiem. "As a result, we believe the company
will have a new capital structure in place and potentially
improved liquidity position."

"The existing 'CCC+' corporate credit rating on Shearer's Foods
reflect Standard & Poor's concerns about the company's limited
liquidity position and weak key credit measures following weaker-
than-expected operating performance. As of June 30, 2012, the
company was in compliance with its financial covenants following
receipt of an amendment in June 2012. However, cushion remained
under 10% on its senior and total leverage covenants. The company
had roughly $9 million cash on its balance sheet and no borrowings
on its $20 million revolver due 2015. Credit protection measures
for the 12 months ended June 30, 2012, including total debt to
EBITDA of 6.5x (including $16 million preferred stock and 6.1x
excluding) and funds from operations to total debt of 9.8%
including preferred stock, are in line with indicative ratios for
a highly leveraged financial risk profile," S&P said.

"We will try to resolve or update the CreditWatch listing within
30-60 days," said Ms. Chiem. "We could consider raising the
corporate credit rating if the company's liquidity position
improves under its expected new capital structure, and key credit
measures, including total debt to EBITDA, do not increase
substantially from current levels."


SNOKIST GROWERS: Secured Lenders Released from All Claims
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington,
in a June 25, 2012, order, approved the compromise and settlement
between Snokist Growers and secured lenders -- KeyBank, N.A., Rabo
Agri-Finance Inc., Community Bank.

Pursuant to the settlement, among other things:

   1. the secured lenders and their employees, loan participants,
      affiliates, agents, and representatives are released and
      forever discharged from all claims, causes of action and
      liabilities of any type whatsoever, known or unknown, that
      are held in whole or in part by the Debtor, the Unsecured
      Creditors' Committee, the estate and any trustee appointed
      in the case;

   2. the Debtor, the Committee, the estate and any trustee
      appointed in the case are forever enjoined from initiating
      or pursuing against the secured lenders and representatives
      any claim, cause of action or liability that has been
      released hereunder;

   3. the secured lenders release all claims to payment of default
      interest or to prepayment premiums in connection with their
      secured loans to the Debtor, and upon payment of attorneys'
      fees and expenses, will release all of their respective
      claims against the Debtor or its assets, including their
      secured claims to the proceeds of the Debtor's sale of its
      assets to Del Monte Corporation and Pacific Coast Producers;
      and

   4. the secured lenders will be paid the attorneys' fees and
      expenses that they have paid or have incurred to their
      attorneys in the matter, subject to these caps.  The caps
      for each lender are:

         KeyBank -- $215,000
         Rabo -- $175,000
         Community Bank -- $75,000

As reported in the Troubled Company Reporter on May 23, 2012, the
Debtor was authorized on May 18 to sell its assets to Del Monte
Corp. and Pacific Coast Producers for $27.8 million in cash and
debt assumption.  After secured claims are paid, $1.46 million
will be left over.  The assets were put up for auction after a
going-concern sale failed.  In addition to the purchase price,
Snokist has $16.9 million in cash on hand that's subject to liens
of secured lenders.  When the sale is completed, secured claims of
$37.6 million will be paid in full, along with $4.48 million owing
to creditors with claims for fresh produce that are entitled to
payment in full.

                       About Snokist Growers

Headquartered in Yakima, Washington Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq., at McEwen Gisvold, LLP.
Counsel for KeyBank National Association is Bruce W. Leaverton,
Esq., at Lane Powell, P.C., in Seattle.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.  The
Committee is represented by Metiner G. Kimel, Esq., at Kimel Law
Offices.

Keybank is represented by Bruce W. Leaverton, Esq., and Tereza
Simonyan, Esq., at Lane Powell PC.


SOLYNDRA LLC: Generated $117,200 from Sale of Core Assets
---------------------------------------------------------
Solyndra LLC, et al., notified the U.S. Bankruptcy Court for the
District of Delaware that according to the post auction
disclosures, it generated $117,200 from the proposed sale of the
core assets pursuant to the auction procedures.

                        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.


SONOMA VINEYARD: Donna Tamanaha Substitutes as Trustee's Counsel
----------------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, notified the
U.S. Bankruptcy Court for the Northern District of California that
Donna S. Tamanaha will substitute for Patricia A. Cutler as the
attorney of record for the Acting United States Trustee for the
Chapter 11 case of Sonoma Vineyard --

                  About Sonoma Vineyards Estate

Napa, California-based Sonoma Vineyards Estate LLC filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10-
13447) on Sept. 7, 2010.  Michael C. Fallon, Esq., at the Law
Offices of Michael C. Fallon, in Santa Rosa, Calif., assists the
Debtor in its restructuring effort.  In its schedules, the Debtor
listed $10,000,038 in assets and $6,998,010 in liabilities.

Sonoma Vineyard Estates LLC, in an order dated Dec. 16, 2011,
confirmed its Plan of Reorganization.  The Debtor's Plan proposed
to either sell the entirety or to take the two parcels that are
comprised of 58.5 acres and process an application for a 17 estate
lot subdivision so that the property can be sold to a developer
which in turn would result in all creditors being paid in full and
possibly some of the $3,000,000 invested by the members being
returned to them.


SOUTHERN STATES COOP: S&P Lowers CCR to 'B' on Weaker Earnings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Richmond, Va.-based Southern States Cooperative Inc., including
the corporate credit rating to 'B' from 'B+'. The outlook is
stable.

"At the same time, we lowered the issue ratings on the company's
11.25% senior unsecured notes to 'B'. The recovery rating remains
a '4', indicating our expectation for average recovery (30% to
50%) in the event of a payment default," S&P said.

"We estimate that Southern States had about $135 million in
reported debt outstanding as of June 30, 2012," S&P said.

"The downgrade follows the company's much weaker-than-expected
fiscal 2012 financial performance," said Standard & Poor's credit
analyst Chris Johnson.

"Southern States' key credit measures are more in line with
indicative ratios for a 'highly leveraged' financial profile,
including average total debt to EBITDA greater than 5x and funds
from operations (FFO) to average total debt below 12%. This
contrasts with Standard & Poor's prior 'aggressive' financial
risk profile assessment and expectations that total debt to EBITDA
would be below 4.5x and FFO to average total debt of more than
12%," S&P said.

"The ratings on privately held Southern States also reflect our
view of the company's business risk profile as 'vulnerable.' Key
credit factors in our business risk assessment include the
inherent seasonality of the cooperative's agricultural-based
businesses, very low margins, and volatile earnings," S&P said.

"Southern States' fiscal 2012 earnings were weakened by a
combination of lower propane and petroleum demand stemming from
last year's warm winter, weaker wholesale fertilizer prices (in
part because the warm weather led farmers to use less fertilizer;
and in part a mix shift in farmer planting intentions away from
cotton into peanuts), and higher operating expenses," S&P said.

"We do not believe all of these trends will necessarily repeat
during the next year," said Mr. Johnson. "The stable outlook
reflects our expectations that the company's liquidity will remain
adequate and its earnings will rebound somewhat in fiscal 2013."


SP NEWSPRINT: No Auction Held; Case to Be Converted to Chapter 7
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in SP Newsprint's
cases said in an Aug. 17 court filing that since the submission of
the asset purchase agreement, it has been working with the
prepetition lenders and the Debtors to reach a global settlement,
that would (i) resolve all claims against the prepetition lenders,
(ii) lead to an exit strategy for the Chapter 11 cases, most
likely through a conversion to Chapter 7, and (iii) provide
sufficient funding for a Chapter 7 trustee to wind down the
Debtors' estates and to pursue litigation against the Brant
parties.  The disclosure was made in a limited objection to the
sale of substantially all of the assets.

The Debtors were scheduled to hold an auction this month where SPN
Acquisition Co LLC, an entity formed and owned proportionately by
the prepetition lenders would be the stalking horse bidder with
its $145 million credit-bid offer.

But according to an Aug. 29 filing, no auction was conducted as no
other qualified bids were received.

There's a hearing Sept. 4 to seek approval of the sale to the
lender group.

The proposed sale order drafted by the Debtors' counsel provides
that until the conversion of the bankruptcy cases to Chapter 7,
all responsibility of the Debtors' boards and officers to manage
and operate and wind down the Debtors' affairs and operations will
be vested in Alan D. Holtz or another designee of AP Services, LLC
acceptable to the Debtors.

The proposed sale order posted in the docket Aug. 29 also
discloses that the parties have reached a Chapter 7 funding
agreement.  The purchaser will provide the Chapter 7 trustee
$50,000 to fund the costs of administering the estates.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STACKPOLE POWERTRAIN: S&P Affirms 'B+' CCR, Withdraws Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings on
Ontario-based Stackpole Powertrain International ULC, including
its 'B+' long-term corporate credit rating. Subsequently, Standard
& Poor's withdrew all the ratings at the company's request. The
outlook on the company had been stable.

Stackpole is a manufacturer of automotive parts, specializing in
oil pumps and powder metal parts.


STANFORD GROUP: Former Executives Face SEC Charges
--------------------------------------------------
The Wall Street Journal's Jessica Holzer reports that the U.S.
Securities and Exchange Commission is set to charge former
executives of convicted swindler R. Allen Stanford's financial
empire with civil securities violations, according to people
familiar with the commission's plans.  The SEC is expected to
announce charges within days against the Stanford Group Co.'s
former president Danny Bogar and former chief compliance officer
Bernerd Young in connection with the $7 billion Ponzi scheme
carried out by Mr. Stanford.  Other former company officials may
also be charged.  The SEC declined to comment.

WSJ relates Mr. Bogar is the brother-in-law of former the Stanford
Financial Group CFO Jim Davis, who pleaded guilty to fraud charges
in 2009.  Mr. Young currently serves as chief executive of MGL
Consulting, LLC, a financial regulatory consultancy in Magnolia,
Texas.

In March, Mr. Stanford was found guilty of stealing billions of
dollars of investor money and plowing much of it into unprofitable
private businesses he controlled. He was sentenced to 110 years in
federal prison in June.

                 About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, 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.


STATE STREET: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: State Street Offices, LLC
        2534 State Street
        San Diego, CA 92101

Bankruptcy Case No.: 12-11794

Chapter 11 Petition Date: August 28, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  SMAHA LAW GROUP, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/casb12-11794.pdf

The petition was signed by Vonnie K. Hartwigsen, president.


SYMS CORP: Altered Plan to Pay Interest on Unsecured Claims
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. agreed to modify the reorganization plan
by paying interest on unsecured claims after the Chapter 11 filing
in November.  At an Aug. 29 confirmation hearing for approval of
the plan, U.S. Bankruptcy Judge Kevin J. Carey didn't rule on a
secondary dispute about the rate to be paid.  Judge Carey will
continue the hearing this afternoon.

According to the report, the plan, before it was modified, wasn't
paying interest on unsecured claims until October 2015.  A group
of dissident unsecured creditors pointed to Syms' repeated
statements that the company is solvent and invoked a rule claiming
the right to interest on their claims before equity holders
receive a dime.  Sticking by repeated statements that the parent
company is solvent, Syms headed off what might have been defeat at
Aug.29 hearing by agreeing to pay interest.  At the hearing,
creditors lobbied the judge to impose interest as high as three
percentage points above the prime rate of interest.  The company
argued for interest at the federal judgment rate, about 1/10 of
1%.

The report relates that dissident creditors at one time claimed
they had enough support so the plan would be voted down.  As it
turned out, the plan was accepted by requisite majorities of
creditors in all classes that voted.  Nonetheless, the "no" votes
weren't insignificant.  About 24% in number of unsecured creditors
voted against the plan, representing about 10% in amount of
unsecured claims.  Through mediation in June, Syms and subsidiary
Filene's Basement LLC reached settlement with the two official
committees representing shareholders and creditors.  The plan
allows existing shareholders to retain their stock while unsecured
creditors of parent Syms are paid in full over time on $54 million
in claims, according to the disclosure statement.  The plan calls
for Marcy Syms, who owns about 54.7% of the existing stock, to
sell her holding to the company for $2.49 a share, or a total of
$19.5 million.

The report notes that objecting creditors include ASM Capital LP,
CRT Special Investments LLC, Scoggin Worldwide Fund LTD, and
Spectrum Master Fund Ltd.  The disclosure statement told
shareholders they could expect the stock they retain in the
reorganized company to be worth $1.50 to $2 a share, assuming the
real estate in lower Manhattan is worth $147 million.  If the
property is developed and sold four or five years later, the value
could rise as much as $120 million, increasing the value of equity
by $7.22 a share, the disclosure statement shows.

According to the report, the Syms stock lost 48% of its value on
July 12 when the revised disclosure statement was filed, closing
that day at $4.05 in over-the-counter trading.  The stock trailed
off since in later trading sessions, reaching a low of $2.70 on
Aug. 17.  On Aug. 29, the stock rose 9 cents to $3.55.

The Bloomberg report disclosed that during bankruptcy, the stock's
peak was $12.65 on Dec. 12.  The shares last traded at $7.76 just
before the Chapter 11 filing on Nov. 2.

               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.


SYMS CORP: Asks Judge to Junk Jeweler's $6 Mil. Claim
-----------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that Filene's Basement
LLC on Monday asked a Delaware bankruptcy judge to reject the
temporary allowance of a $6.3 million lost-profits claim of a
jewelry company with which it had an exclusive licensing
agreement, arguing that the claim is barred in its entirety by the
contract.

Ultra Stores Inc. had asked the court to temporarily allow the
claim so that the company could vote on Filene's second amended
Chapter 11 plan, Bankruptcy Law360.

                 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.


SYNAGRO TECHNOLOGIES: In Talks to Address Debt Maturities
---------------------------------------------------------
Mara Lemos Stein at Dow Jones' Daily Bankruptcy Review reports
that Synagro Technologies Inc. has hired financial advisers and
attorneys to help it address a highly levered raged capital
structure and impending maturities in the face of tightening
liquidity, company officials told Dow Jones.

                    About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is a recycler
of bio-solids and other organic residuals in the U.S. At June 30,
2012 trailing twelve month revenues were $318 million and the
total debt balance was $532 million. The company is majority-owned
by entities of The Carlyle Group.

In August 2012, Moody's Investors Service lowered the ratings of
Synagro Technologies, including the corporate family rating to
Caa3 from Caa2. The rating outlook is negative.

Moody's said the Caa3 corporate family rating reflects very high
financial leverage against a material amount of near-term debt
maturities and weak liquidity. Synagro's revolving credit line
expires in about eight months and more than $70 million of
borrowings exist under the line, a substantial obligation in light
of the company's limited near-term cash flow prospects and an
existing cash on hand of only about $25 million. Likelihood of a
financial ratio covenant breach before the revolving credit line
expires also factors into the rating. Additionally, the April 2014
maturity on the first lien term loan will likely prevent the
company from negotiating a material extension to its revolver in
the absence of a complete refinancing of the capital structure.


TAYLOR BEAN: Allowed to Share With Ocala Possible Deloitte Payout
-----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Taylor Bean &
Whitaker Mortgage Corp. and subsidiary Ocala Funding LLC won a
Florida bankruptcy court's permission Monday to share in any
potential settlement with Deloitte & Touche LLP, which both
entities claim failed to stop a $2.9 billion criminal fraud.

U.S. Bankruptcy Judge Jerry A. Funk backed an agreement between
TBW and Ocala regarding how the entities plan to split any money
they recover from Deloitte, which audited TBW from 2002 through
2008, Bankruptcy Law360 relates.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TRIDENT MICROSYSTEMS: Seeks OK on Cross-Border Insolvency Protocol
------------------------------------------------------------------
BankruptcyData.com reports that Trident Microsystems filed with
the U.S. Bankruptcy Court a motion for an order approving cross-
border insolvency protocol stipulation regarding Trident
Microsystems, Inc. and Trident Microsystems (Far East) Ltd. (in
official liquidation).

The Debtors explain, "the purpose of the Protocol is to continue
the just, efficient and expeditious administration the Cayman
Proceedings and the Debtors' chapter 11 cases (the 'Bankruptcy
Proceedings'). It is in the interest of all parties, including the
Cayman Liquidators, TMFE and its creditors, TMI and its creditors
and shareholders, the Cayman Court and this Court, to continue to
cooperate to the greatest extent possible in the conduct of the
Cayman Proceedings and the Bankruptcy Proceedings." The Court
scheduled a September 12, 2012 hearing on the matter.

                      About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & Leboeuf as represents the statutory committee of equity
security holders.  The statutory committee tapped to retain
Campbells as Cayman Islands counsel, and Quinn Emanuel Urquhart &
Sullivan, LLP as its conflicts counsel.


TRONOX INC: TiO2 Antitrust Litigation Certified as Class Suit
-------------------------------------------------------------
Maryland District Judge Richard D. Bennett certified as a class
action the lawsuit alleging price-fixing conspiracy in the market
for titanium dioxide.  Plaintiffs Haley Paint Company and Isaac
Industries, Inc., and Intervening Plaintiff East Coast Colorants,
LLC d/b/a Breen Color Concentrates claim that Defendants E.I. du
Pont de Nemours & Co., Huntsman International LLC, Kronos
Worldwide Inc., and Millennium Inorganic Chemicals, Inc. engaged
in an unlawful conspiracy in violation of Section 1 of the Sherman
Act, 15 U.S.C. Sec. 1, to fix, raise, or maintain the price of
titanium dioxide in the United States.  The Plaintiffs allege that
as a consequence of the unlawful conspiracy, the Defendants were
successful in charging artificially inflated prices for titanium
dioxide products -- thereby injuring all the Plaintiffs.

In addition to the named Defendants, the Plaintiffs have named
several co-conspirators, including, inter alia, Tronox Inc. and
The National Titanium Dioxide Company Ltd. (d/b/a "Cristal").
Tronox filed for Chapter 11 bankruptcy protection in January 2009,
and is precluded from being named as a defendant.  The Plaintiffs
originally sought to include Cristal as a named defendant, but the
Maryland District Court dismissed Cristal for want of jurisdiction
on March 31, 2011.  The Plaintiffs have sought formal
reconsideration of that decision on two occasions.  On April 3,
2012, the District Court denied the Plaintiffs' first motion for
reconsideration by Memorandum Order.  At the Aug. 13, 2012 Class
Certification hearing, the Court again denied the Plaintiffs'
request to add Cristal as a defendant.

The Plaintiffs originally defined the Class Period as beginning in
March 2002.  The Plaintiffs have since modified the Class Period
to begin on Feb. 1, 2003 because "[t]he evidence shows that while
the Cartel behavior began as early as 2002, it does not appear to
have become fully effective until February 2003.  As a result, and
to be conservative, Plaintiffs propose to delay the start of the
Class period until February 1, 2003, despite the evidence of
illegal antitrust activity before that date."

The Defendants are the leading suppliers of titanium dioxide in
the world, and control roughly 70% of the global production
capacity.  TiO2, a so-called "quality of life" product, is a dry
chemical powder that is the "world's most widely used pigment for
providing whiteness, brightness, and opacity . . . to many
products, particularly paints and other coatings."

The Plaintiffs allege that, as a result of a declining market for
TiO2, the Defendants conspired to fix, raise, maintain, and
stabilize the price of the product.

The Plaintiffs alleged that on Jan. 24, 2002, a TiO2 industry
meeting took place in Finland.  Shortly thereafter, and in spite
of flat or declining demand for TiO2, the Defendants and their co-
conspirators announced price increases to be effective March 1,
2002.  Numerous other meetings and conferences were held over the
next several years, and those meetings neatly corresponded to TiO2
price increases during the Class Period.  The Plaintiffs allege
that it was at these conferences where the Defendants agreed and
conspired to fix the price and supply and capacity of TiO2.

The Plaintiffs also allege that the Defendants used consultants,
customers, and others as conduits to signal or confirm intended
pricing and other actions to each other.

The case is In Re: Titanium Dioxide Antitrust Litigation, Civil
Action No. RDB-10-0318 (D. Md.).  A copy of the Court's Aug. 28,
2012 Memorandum Opinion is available at http://is.gd/fsdw1gfrom
Leagle.com.

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


US FIDELIS: Plan Confirmed by Judge in St. Louis
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that customers who purchased auto repair insurance from US
Fidelis Inc. will soon be receiving payments from a $14.1 million
restitution fund under a Chapter 11 plan approved when the U.S.
U.S. bankruptcy judge in St. Louis signed a confirmation order on
Aug. 28.  The same day, U.S. Bankruptcy Judge Charles E. Rendlen
III wrote a 29-page opinion explaining why the plan passed muster.

According to the report, proposed by the official creditors'
committee, the plan creates a separate liquidating trust for trade
creditors with at least $12.4 million in approved claims.  The
explanatory disclosure statement contains a prediction that trade
suppliers should recover between 24% and 32%.  In his opinion,
Judge Rendlen rejected opposition to the plan proffered by
plaintiffs in a class-action suit.  He said the opposition was
mounted to preserve the class suit "on the backs of hundreds of
thousands of consumer creditors who have not objected to
confirmation and who would receive distributions on their claim"
under the plan.

The report relates that the judge said there is no alternative to
the plan aside from conversion to liquidation in Chapter 7 where
customers are "unlikely" to receive "a distribution anywhere close
to that offered through the plan."

The plan gives secured creditor Mepco Finance Corp. $4.8 million
cash plus other property, along with releases.  The plan is based
in part on a global settlement that includes Mepco and states'
attorneys general.  The settlement was reached after a two-day
mediation.

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


VELO HOLDINGS: GWM Holdings is Neverblue's Stalking Horse Bidder
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in an order dated Aug. 21, 2012, designated GWM Holdings, Inc., as
the stalking horse bidder for Velo Holdings Inc., et al.'s
Neverblue Assets.

The First Lien Agent the Official Committee of Unsecured Creditors
consented to the designation.  GWM Holdings submitted highest and
best offer for the Lead Generation Business at an auction held
July 31.

The asset purchase agreement dated July 25, 2012, was entered
among Neverblue Holdings L.P., Neverblue Communications, Inc.,
3091224 Nova Scotia Company, and GWM Holdings.  Pursuant to the
APA, GWM Holdings  agreed to purchase the asset for $39,200,001
and assume the liabilities.

A copy of the order the APA is available for free at
http://bankrupt.com/misc/veloholdings_saleorderAug21.pdf

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.




VENOCO INC: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Denver-based Venoco Inc. to 'B-' from 'B'. "At
the same time, we removed the rating from CreditWatch, where we
placed it with negative implications on Jan. 18, 2012. The outlook
is stable. We assigned a 'B+' rating and a '1' recovery rating to
a proposed new second lien $175 million term loan. We lowered our
rating on the unsecured notes to 'CCC+' from 'B-' and the '5'
recovery rating remains unchanged," S&P said.

"The downgrade follows Venoco's disclosure that the company's
Executive Chairman expects to fund the management-led buyout of
public stockholders in a manner that results in forecasted debt
leverage that is materially higher than our threshold for similar
'B' rated peers," said credit analyst Ben Tsocanos. "The new
financing consists of proceeds from a $210 million volumetric
production payment and $30 million of convertible notes issued by
the newly formed Denver Parent Corp. which will be Venoco's sole
owner, plus a $175 million second lien secured term loan and a
$21.5 million draw on a new revolving credit facility at Venoco,
the operating subsidiary. Venoco's existing revolving credit
facility with a borrowing base of $200 million will be paid down
at the close of the transaction. In the event that the transaction
does not close, we will revise our analysis of the company."

"The outlook is stable. The stable outlook reflects the company's
adequate liquidity position. We would consider an upgrade if we
believe Venoco can improve consolidated debt leverage to EBITDA to
under 4.5x. We would most likely consider a downgrade if Venoco
increases its capital expenditures to a level that we believe will
pressure the company's ability to generate sources of cash in
excess of its uses by 1.2x or if we believe Venoco is on pace to
breach one of its bank covenants, which is increasingly likely if
oil prices fall below $75 for a sustained period," S&P said.


VILLAGE RESORTS: Chapter 11 Bankruptcy Case Closed
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
closed on July 2, 2012, the Chapter 11 cases of Village Resorts,
Inc., et al.  The Hon. Jack B. Schmetterer has dismissed the
Debtors' cases because the Debtors explained that they do not have
sufficient assets to confirm a Chapter 11 plan or make any
distribution to unsecured creditors.  The Debtors noted that even
if these cases were converted to Chapter 7 cases, those cases
would be instantly and permanently administratively insolvent.

                       About Village Resorts

Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11
bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011.
Paul M. Bauch, Kenneth A. Michaels Jr., Carolina Y. Sales and
Laura J. Tepich of Bauch & Michaels, LLC, represent the Debtor in
its restructuring effort.  The Debtor disclosed $10 million in
assets and $30.2 million in liabilities as of the Chapter 11
filing.  No creditors committee has been appointed in the cases.

No creditors' committee has been appointed in the Cases


VISSER FARMS: California, Texas Dairy Farms File Ch. 11 in Fresno
-----------------------------------------------------------------
Visser Farms filed a Chapter 11 petition (Bankr. E.D. Calif. Case
No. 12-17336) on Aug. 26, 2012, in Fresno, California, estimating
under $1 million in assets and under $500,000 in liabilities.

It is represented by:

         Hagop T. Bedoyan, Esq.
         KLEIN, DeNATALE, GOLDNER, et al.
         5260 N Palm Ave #201
         Fresno, CA 93704
         Tel: (559) 438-4374
         Fax: (559) 432-1847
         E-mail: hbedoyan@kleinlaw.com

Visser Farms' affiliates filed Chapter 11 petitions Aug. 24:

    Debtor                         Case No.
    ------                         --------
Dairyman's Calf Ranch Inc.         12-17313
Graceland Dairy Inc.               12-17315
John and Grace Visser              12-17310
John Visser Dairy Inc.             12-17311
Lariat Dairy Inc.                  12-17314
Visser Ranch inc.                  12-17316
Visser Ranch Transport Inc.        12-17312

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that John Lyle Visser and his wife own several dairy farms
with 9,800 cows.  The operation is based in Strathmore,
California.  The Texas farm is in Muleshoe.

The farms owe almost $100 million to two secured lenders.  Wells
Fargo Bank NA is owed $64.5 million on several loans.  Farm Credit
West FCLA holds $32.7 million in debt.

The farms filed bankruptcy when Wells Fargo sent notices to
customers demanding they turn their payables over to the bank.


WACONIA RETAIL: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Waconia Retail Investments LLC
        540 Elm Street
        Waconia, MN 55387

Bankruptcy Case No.: 12-45001

Chapter 11 Petition Date: August 28, 2012

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Kathleen H. Sanberg

Debtor's Counsel: Joseph W. Dicker, Esq.
                  JOSEPH W. DICKER PA
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873
                  E-mail: joe@joedickerlaw.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
LBUBS 2007-C1 Owatonna    Bank Loan              $3,160,000
Retail LLC
c/o LNR Partners LLC
1601 Washington Ave. #700
Miami Beach, FL 33139

The petition was signed by John Marceau, chief manager.


WESCO AIRCRAFT: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Wesco Aircraft Holdings Inc. The outlook is
stable. "At the same time, we raised the issue rating on the
company's secured credit facility (issued by subsidiary Wesco
Aircraft Hardware Corp.) to 'BB' from 'BB-' and revised the
recovery rating to '2' from '3'. The '2' recovery rating indicates
our expectation of substantial recovery (70%-90%) in the event of
payment default," S&P said.

"The rating on Valencia, Calif.-based Wesco Aircraft reflects
Standard & Poor's expectations that growth in the company's
commercial business, contribution from recent acquisitions, and
some debt reduction will result in gradually improving credit
ratios over the next year, absent any further debt financed
acquisitions," said Standard & Poor's credit analyst Christopher
Denicolo. "We expect debt to EBITDA to decline modestly in fiscal
2013 (ending Sept. 30) to below 3x and funds from operations (FFO)
to improve to above 20%. Our 'fair' business risk profile
assessment is based on Wesco Aircraft's participation in the
cyclical and competitive commercial aviation industry, its
position as a leading distributor of small aerospace components,
and high profit margins. The 'aggressive' financial risk profile
reflects high debt levels (because of a leverage buyout in 2006
and the recent acquisition), the need to invest in inventory to
support growth and new contracts, and 'adequate' liquidity."

"On July 3, 2012, Wesco Aircraft acquired Interfast Inc. (not
rated) for CDN$134 million. Wesco Aircraft funded the acquisition
with a combination of cash and revolver borrowings. Interfast is a
Toronto-based distributor of fasteners, fastening systems, and
production installation tooling for the aerospace, electronics,
and general industrial markets. The acquisition complements Wesco
Aircraft's aerospace parts distribution business and expands
product diversity by expanding the business into industrial
products. However, it resulted in debt to EBITDA increasing to
3.7x from about 3x before the acquisition," S&P said.

"We expect revenues to increase 6%-7% in fiscal 2012 because of
solid demand from the commercial aerospace market. The sales
increase would have been higher, but the company lost two
contracts with Boeing for its Charleston, S.C., facility in 2011.
Growth may accelerate in fiscal 2013 as the company has not yet
seen demand proportionate to the increase in commercial aircraft
production, but lower military demand because of expected declines
in U.S. defense spending may temper this somewhat. However,
working capital (especially inventory) requirements to support
growth of the business are likely to limit internal cash flow
generation. As a result, we expect only gradual debt reduction,"
S&P said.

"Wesco Aircraft is a leading distributor of high volume, low-cost
(generally priced below $350 per unit) aerospace parts such as
fasteners, rivets, nuts, bolts, screws, and clamps. Known as 'C-
class' components, they comprise most of the company's sales.
Wesco Aircraft also provides supply-chain management services,
including just-in-time (JIT) service. The distribution market is
part of a larger C-class aerospace hardware industry that includes
direct sales from supplier to end user. Thus, Wesco Aircraft not
only competes with other distributors, but also with its own
suppliers. It is the second-largest C-Class aerospace parts
distributor, behind BE Aerospace Inc.'s (BB+/Stable/--)
distribution business, which is about 60% larger. However, the
rest of the market is highly fragmented with a few midsize players
and lots of smaller distributors," S&P said.

"Demand for the firm's products is tied directly to demand for new
aircraft, as it has very little aftermarket sales. The commercial
aircraft manufacturing industry is one of Wesco Aircraft's two
large end markets, accounting for slightly more than 50% of sales.
Global air traffic growth was up 6.2% for June 2012 (compared with
the prior year), but, as we expected, growth is slowing and could
moderate further in the second half of the year because of high
oil prices and the uneven global economic recovery. However,
orders for new aircraft have been stronger than we expected so far
in 2012, as airlines order new more fuel-efficient aircraft. In
addition, both Boeing and Airbus have announced increased
production rates for most models to reduce huge order backlogs.
Therefore, we expect commercial-related sales to continue grow
over the next two to three years, partly because of the ramp-up in
production of Boeing's new 787 aircraft. On the downside, during
2011, Boeing conveyed to Wesco Aircraft its intent to perform
certain supply chain functions in-house, which accounted for an
estimated 3.1% of Wesco Aircraft's net sales. In addition, Boeing
has been pushing its tier 1 and tier 2 suppliers to source
certain parts directly from the manufacturers and not through
distributors, which could constrain revenue growth over time," S&P
said.

"The company's sales to the U.S. military sector (about 47% of
2011 sales) have benefited from rising spending--until recently--
and new contract awards. Although defense spending remains high,
we believe that increasing pressure on U.S. defense spending
because of huge federal budget deficits should result in
relatively flat to modestly declining military sales over the next
two to three years. However, Wesco Aircraft has good program
diversity, mitigating the risk from a particular program being
cut," S&P said.

"The outlook is stable. A strong commercial aerospace market,
contributions from the Interfast acquisition, and some debt
repayment should offset flat to lower defense sales, resulting in
gradually improving credit ratios. We could raise the rating if
these trends result in FFO to debt rising above 25% and debt to
EBITDA declining below 2.5x for a sustained period. Although less
likely, a downgrade could result from substantial debt-financed
acquisitions, a material deterioration in business prospects, or
further industry disintermediation causing debt to EBITDA to rise
to more than 4.5x," S&P said.


WESTERLY HOSPITAL: Judge to Rule on Lawrence Hospital Bid
---------------------------------------------------------
The Associated Press reports that Superior Court Judge Brian Stern
is expected to make a decision soon on whether to accept a bid for
financially troubled Westerly Hospital in Rhode Island from a
hospital in nearby New London, Conn.

Judge Brian Stern said he would rule on whether to accept Lawrence
& Memorial Hospital's $69 million bid for Westerly Hospital,
according to the report.

Westerly Hospital is in receivership.  Lawrence & Memorial was the
only bidder.

The Day of New London reports that no major objections to the sale
were raised during a hearing, the report notes.

The report discloses that if Judge Stern approves the bid, the
deal must still be approved by federal and state regulators.


WINSTAR COMMS: 2nd Cir. Reinstates Claims Against Grant Thornton
----------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit vacated a
September 2010 judgment of the United States District Court for
the Southern District of New York (Daniels, J.) granting the
summary judgment motion of Grant Thornton LLP and dismissing
claims arising from GT's audit of the financial statements of its
client, Winstar Communications, Inc.  Plaintiffs in a lawsuit
against Winstar and GT claimed that GT committed securities fraud
in violation of Section 10(b) of the Securities Exchange Act of
1934, 15 U.S.C. Sec. 78j(b), and 17 C.F.R. Sec. 240.10b-5, and
made false and misleading statements in an audit opinion letter in
violation of Section 18 of the Act, 15 U.S.C. Sec. 78r.  The
plaintiffs appealed the district court ruling.  A three-judge
panel of the Second Circuit concluded that genuine issues of
material fact exist as to each of these claims.  The Second
Circuit remanded the case for further proceedings.

Winstar was a broadband communications company whose core business
was to provide wireless Internet connectivity to various
businesses.  GT served as Winstar's independent auditor from 1994
until Winstar filed for bankruptcy in April 2001, and GT regarded
Winstar as "one of [its] largest and most important clients."  In
1999, however, the relationship deteriorated.  Winstar warned GT
that it would likely terminate the relationship if GT's
performance on unrelated international tax planning and other
accounting matters proved unsatisfactory.  In March 1999, at least
one member of Winstar's board of directors openly urged during a
board meeting that the GT partner overseeing the audit of Winstar
be removed from the Winstar account.  GT eventually re-staffed the
Winstar account so that the 1999 audit was managed by a partner,
Gary Goldman, and a senior manager, Patricia Cummings, neither of
whom had previously reviewed or audited the financial records of a
telecommunications company.

GT's audit for 1999 included several "large account" transactions
that Winstar consummated in an attempt to conceal a decrease in
revenue associated with Winstar's core business.  Most of the
large account transactions involved Lucent Technologies, Inc.,
Winstar's strategic partner, and all of them were consummated at
the end of Winstar's fiscal quarters in 1999.  Together, the
transactions accounted for $114.5 million in revenue, or roughly
26% of Winstar's reported 1999 operating revenues and 32% of its
"core" revenues that year.  At the time, GT considered these
transactions to be "red flags," warranting the accounting firm's
"heightened scrutiny."  However, GT ultimately approved Winstar's
recognition of revenue in connection with each of these
transactions.

The cases before the Second Circuit are, SANFORD GOULD,
Individually, and on behalf of all others similarly situated, YAN
SUN, BULLDOG CAPITAL MANAGEMENT LP, KEVIN SHERMAN, MAX C.
MICHAELS, ROBIN KWALBRUN, ELEANORE REZNICK, FRANK ZAPPARIELLO,
THEODORE S. GUTOWICZ, DAVID RICH, RICHARD SULENTIC, ANDRES RIOS,
Plaintiffs, and

BIM INTERMOBILIARE SGR, a wholly-owned subsidiary of BANCA
INTERMOBILIARE DI INVESTIMENTI E GESTIONI SPA, ROBERT AHEARN, DRYE
CUSTOM PALLETS, JEFFERSON INSURANCE COMPANY OF NEW YORK, ALLIANZ
LIFE INSURANCE COMPANY OF NEW YORK, INTERNATIONAL REINSURANCE
COMPANY, S.A., LIFE USA, AGF AMERIQUE, AGF HOSPITALIERS, AGF ASSET
MANAGEMENT, FIREMAN'S FUND INSURANCE COMPANY, THE NORTHERN TRUST
COMPANY as trustee of the FIREMAN'S FUND INSURANCE COMPANY MASTER
RETIREMENT TRUST and as trustee of the FIREMAN'S FUND INSURANCE
COMPANY MASTER RETIREMENT SAVINGS TRUST, ALLIANZ INSURANCE
COMPANY, ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, ALLIANZ
ASSET MANAGEMENT NORTH AMERICAN EQUITY, US ALLIANZ DIVERSIFIED
ANNUITY, US ALLIANZ GROWTH ANNUITY, US ALLIANZ VARIABLE INSURANCE
PRODUCTS TRUST, AZOA GROWTH FUND, AZOA DIVERSIFIED ASSETS FUND,
ALLIANZ OF AMERICA, INC., ALLIANZ CORNHILL INSURANCE PLC, CORNHILL
PENSION NORTH AMERICAN EQUITY FUND, CORNHILL LIFE INSURANCE,
MERCHANT INVESTORS ASSURANCE COMPANY LIMITED, and CORNHILL LIFE
NORTH AMERICAN EQUITY FUND, Plaintiffs-Appellants,

v.

WINSTAR COMMUNICATIONS, INC., WILLIAM J. ROUHANA, JR., RICHARD J.
UHL, NATHAN KANTOR, ROBERT K. McGUIRE, Defendants, and GRANT
THORNTON LLP, Defendant-Appellee, Docket Nos. 10-4028-cv(L), 10-
4280-cv(CON) (2nd Cir.).

A copy of the Second Circuit's Aug. 29, 2012 decision is available
at http://is.gd/uy5Q7yfrom Leagle.com.

Based in New York, Winstar Communications, Inc., provided
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a Chapter 7 liquidation proceeding.  Christine C. Shubert
serves as the Debtors' Chapter 7 trustee.  The Chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

In early 2009, the U.S. Court of Appeals for the Third Circuit
affirmed a ruling that required an Alcatel-Lucent SA unit to
return to the Chapter 7 trustee a $188.2 million loan payment it
accepted in 2000.  As a business partner to the telecommunications
company, Lucent Technologies Inc. was an "insider" under U.S.
bankruptcy law and owes Winstar's trustee the money, the appeals
court said.


ZERODRAFT INSULATION: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Zerodraft Insulation LLC
        fdba East Coast Contractors & Zerodraft of
             Connecticut, LLC
        fdba East Coast Contractors, LLC
        1085 Connecticut Avenue
        Bridgeport, CT 06607

Bankruptcy Case No.: 12-51603

Chapter 11 Petition Date: August 28, 2012

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

Judge: Alan H.W. Shiff

Debtor's Counsel: Ronald Chorches, Esq.
                  LAW OFFICES OF RONALD I. CHORCHES
                  449 Silas Deane Highway, 2nd Floor
                  Wethersfield, CT 06109
                  Tel: (860) 563-3955
                  Fax: (860) 513-1577
                  E-mail: ronchorcheslaw@sbcglobal.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ctb12-51603.pdf

The petition was signed by Paul E. Paris, Jr., member.


* Casino Developer Owes $100M In Guarantee Loans: NY Court
----------------------------------------------------------
Jake Simpson at Bankruptcy Law360 reports that a New York state
appeals panel on Tuesday affirmed a lower court's decision that an
affiliate of the former operator of a bankrupt Las Vegas casino
project owes the development's real estate agent a total of $100
million under a completion guarantee.

The five-judge panel unanimously upheld a January order by New
York Supreme Court Judge Melvin Schweitzer ruling that Turnberry
Residential Limited Partner LP is not entitled to recover a $50
million deposit made to Wilmington Trust FSB as a guarantee for
the casino development, according to Bankruptcy Law360.


* 3 Spencer Fane Britt Bankruptcy Lawyers Recognized
----------------------------------------------------
Spencer Fane Britt & Browne LLP disclosed that thirty-one of the
firm's attorneys were selected for inclusion in The Best Lawyers
in America 2013 (R).  Spencer Fane attorneys have been included in
The Best Lawyers listing since its inception.

Attorneys in the bankruptcy and creditor debtor rights field that
have been recognized are Lisa Epps Dade, Scott J. Goldstein, and
Eric Johnson.

Since it was first published in 1983, Best Lawyers has become
universally regarded as the definitive guide to legal excellence.

Because Best Lawyers is based on an exhaustive peer-review survey
in which more than 36,000 leading attorneys cast almost 4.4
million votes on the legal abilities of other lawyers in their
practice areas, and because lawyers are not required or allowed to
pay a fee to be listed, inclusion in Best Lawyers is considered a
singular honor.  Corporate Counsel magazine has called Best
Lawyers "the most respected referral list of attorneys in
practice."


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing--to use the authors' term--offers innovative
and stimulating business opportunities.  Though venturing is in a
somewhat symbiotic relationship with the parent firm, the venture
would never threaten to ruin the parent firm as a entrepreneur
might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into its
formation, it can always be integrated into the parent company as
a new division or subsidiary modeled after the regular parts of a
company with the open-ended commitment, regular hiring practices,
and reporting and coordination, etc., going with this. As covered
by the authors, done properly with the right commitment, sense of
realism and practicality, and preliminary research and ongoing
analysis, corporate venturing offers a firm new paths of growth
and a way to reach out to new markets, engage in fruitful business
research, and adapt to changing market and industry conditions.
The principle of corporate venturing is the familiar adage,
"nothing ventured, nothing gained."  While it is improbable that a
corporate venture can save a dying firm, a characteristic of every
dying firm is a blindness about venturing.  Just thinking about
corporate ventures alone can bring to a firm a vibrancy and
imagination needed for business longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a high
level of empowerment" required to make the venture workable and
who also are most suited to "adapt rapidly to new information."
Such employees for top management of a venture are not entirely on
their own.  The other side of this, as Brock and MacMillan go
into, is for such venture management to earn and hold the trust
and confidence of the firm's top management and work within the
framework and follow the guidelines set for the venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on one
product or service or at most a few interrelated ones, simplified
operations, and streamlined decision-making.  From identifying
opportunities and getting starting through the business plan and
corporate politics, Brock and MacMillan guide the readers into all
of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.



                            *********

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
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related conferences are encouraged.  Send announcements to
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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,
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Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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