TCR_Public/130115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 15, 2013, Vol. 17, No. 14

                            Headlines

23 EAST: Court Confirms Creditors' Plan of Liquidation
AMCORE FINANCIAL: Agrees to $3.3M Deal in Retirement Plan Suit
AMERICAN SUZUKI: Plan Goes to Creditors for Voting
ASARCO LLC: Keeps DuPont, Others in $150M Mine Cleanup Suit
ATI HOLDINGS: S&P Assigns 'B' Corporate Credit Rating

AUSTIN MUTUAL: A.M. Best Hikes Fin'l Strength Rating From 'B'
BAKERS FOOTWEAR: Judge Okays Plan to Liquidate Remaining Stores
BALTIMORE BEHAVIORAL: Files for Bankruptcy With $5.5MM Debt
BELASCO THEATER: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Fairfield Sentry Can't Undo Sale of $230M Claim

BOMBARDIER INC: DBRS Rates New $2-Bil. Sr. Unsecured Notes 'BB'
CALCEUS ACQUISITION: S&P Assigns Prelim. 'B' Corp. Credit Rating
CALIFORNIA: Cities Sue Banks over Libor Rates
CCC ATLANTIC: Files Schedules of Assets and Liabilities
COLONY BEACH: Case Summary & 20 Largest Unsecured Creditors

CONSTRUCTORA DE HATO: Has Until Jan. 27 to File Ch. 11 Plan
COMPOSITE TECHNOLOGY: Plan Exclusivity Period Extended to March 11
CORNERSTONE HEALTHCARE: S&P Withdraws 'B' Corporate Credit Rating
COUNTRYWIDE FIN'L: BofA Fighting to Avoid "Toxic" Liabilities
CSD LLC: Court Approves Nathan & Associates as Real Estate Broker

CSD LLC: Plan Exclusivity Period Extended to June 11
DATALOK III: Case Summary & 20 Largest Unsecured Creditors
DEWEY & LEBOEUF: Former Dubai Partners Cut Clawback Deal
DRYSHIPS INC: Sells Two Tankers Under Construction
DUBAI GROUP: Settles Rift Over Restructuring; Banks Sell Back Debt

EASTMAN KODAK: $525M Digital Imaging Patent Sale Gets Green Light
EASTMAN KODAK: Trustee Slams Nixon Peabody's Unexplained Billing
ENTERTAINMENT CONCEPTS: Court Confirms Bankruptcy Plan
GORDON CARUK: BofA Wins Summary Judgment in Arkansas Suit
GREAT PLAINS EXPLORATION: Plan Solicitation Extended to March 11

GRUBB & ELLIS: Creditors Voting on Plan, May Get Less Than 5%
HANDY HARDWARE: Files for Chapter 11 in Delaware
HANDY HARDWARE: Proposes DIP Financing From Wells Fargo
HANDY HARDWARE: Seeks to Hire MCA Financial as Advisor
HAWKER BEECHCRAFT: Retirees Dispute Termination of Benefits

HAWKER BEECHCRAFT: Nonunion Retirees Shafted in Deal, Court Told
HARRISBURG, PA: Council Members' State Takeover Suit Nixed
HEALTHWAREHOUSE.COM INC: K. Singer Discloses 15% Equity Stake
HONK'S INC.: Case Summary & 20 Largest Unsecured Creditors
HOSTESS BRANDS: Still In Talks to Find Buyers for Smaller Brands

HOSTESS BRANDS: Insurers Can't Arbitrate Collateral Request
HYDROFLAME TECH: Court Approves Gordon Arata as Counsel
INTERNATIONAL HOME: FirstBank-P.R. Objects to Plan Disclosures
INTERSTATE PROPERTIES: Amends Schedules of Assets and Liabilities
J & J CONCRETE: Case Summary & 3 Unsecured Creditors

J AND Y INVESTMENT: Files Chapter 11 Petition in Seattle
JEFFERSON COUNTY, AL: Finalizes 1st Settlement Deal in Ch.9 Case
JERRY'S NUGGET: Court Extends Plan Filing Period Until April 10
JOHNS-MANVILLE: 2nd Circ. Mulls Travelers' Exit from $510M Deals
KM ASSOCIATES: Wins Confirmation of Chapter 11 Plan

LARSON LAND: Creditor Owyhee Objects to Conversion to Chapter 7
LAUREATE EDUCATION: S&P Affirms 'B' Rating on $1.4BB Secured Loan
LEAR CORP: Launches Financing Actions; Increases Share Repurchase
MF GLOBAL: Creditors Propose Liquidation Plan
MF GLOBAL: CRT Analyst Stands Pat on 35% for Bondholders

MF GLOBAL: Creditors Take Lead in Offering 1st Plan
MF GLOBAL: Insurers Can Proceed with Appeal Over $141M Loss
MODERN PLASTICS: Sale Hearing Moved to March 6; NPC Has Offer
MONITOR COMPANY: Deloitte Sale OK'd Over Objection to Releases
MOUNTAIN PROPERTY: Court Dismisses Chapter 11 Case

MS MARK SHALE: Trademarks of Retailer Fetch $19,000
MOUNTAIN LAUREL: Case Summary & 20 Largest Unsecured Creditors
MSR RESORT: U.S. Government Objects to Bankruptcy Plan
MSR RESORT: IRS Wants Plan Process Slowed, Asserts Tax Claim
MT. MORRIS MUTUAL: A.M. Best Hikes Fin'l Strength Rating From B

NAT'L EXCHANGE: Kreager Dodges CellTex's $2MM Malpractice Claim
NATIONWIDE AMBULANCE: Case Summary & Creditors List
NNN 350 MAPLE: Files Schedules of Assets and Liabilities
NORTEL NETWORKS: Reaches $67M Deal in Retiree Benefits Feud
ODYSSEY DIVERSIFIED: US Trustee Objects to Confirmation of Plans

OVERSEAS SHIPHOLDING: S&P Withdraws 'D' Corporate Credit Rating
PATROIT COAL: Non-Union Retiree Committee Sought
PENSON WORLDWIDE: Ex-Securities Clearing Broker Files Bankruptcy
PLYMOUTH OIL: Can Use Cash Collateral Until March 1
POSITIVEID CORP: CEO Touts License Agreement with Boeing

POSITIVEID CORP: CEO, Directors Get 29MM Restricted Stock Awards
PREMIER NW INVESTMENT: Case Summary & 20 Largest Unsec. Creditors
PRESSURE BIOSCIENCES: Shares Struve Securities Purchase Pact
RADIAN GROUP: Unit Completes Commutation of Reinsurance Portfolio
RESIDENTIAL CAPITAL: US May Object to Proposed $130M Mortgage Sale

RESPONSE BIOMEDICAL: Expands U.S. Distribution for RAMP Products
RG STEEL: PJM Can Apply Cash Collateral to Prepetition Claim
RG STEEL: Signs Settlement with RCC and Gooder-Henrichsen
RIVER CANYON: Plan Solicitation Exclusivity Ends April 30
RIVER CANYON: Exit Loans, Income to Fund Plan Payments

ROBERT T. KOGER: $22.8-Mil. Default Judgment Vacated by Court
SAAB AUTOMOBILE: Launches Saab Secure Program for Vehicle Owners
SCHOOL SPECIALTY: Zazove Associates Holds 12.5% Equity Stake
SEDONA DEVELOPMENT: Feb. 5 Hearing on Adequacy of Plan Outline
SINCLAIR BROADCAST: Charger Corp Discloses 10% Equity Stake

SNO MOUNTAIN: Files Schedules of Assets and Liabilities
SNO MOUNTAIN: Meeting to Form Creditors' Panel Set for Jan. 28
SOUTH PLAINFIELD: Case Summary & 20 Largest Unsecured Creditors
SOUTHERN AIR: Lowenstein Sandler LLP Is Committee Counsel
SOUTHERN GENERAL: A.M. Best Lowers Fin'l Strength Rating to 'B'

SOUTHERN ONE: Files Schedules of Assets and Liabilities
SOUTHERN PACIFIC: DBRS Assigns (P)B(low) Issuer Rating
SRKO FAMILY: Signs Deal Resolving Objection to Building Sale
STAMP FARMS: Members of Official Creditors Committee
STRATUS PROPERTIES: Refinances Comerica Revolving Credit Facility

SUPERVALU INC: Fitch Affirms 'CCC' IDR Over Sale Deal
T3 MOTION: ICS Opportunities Discloses 3.2% Equity Stake
TAB FOODS: Case Summary & 10 Unsecured Creditors
TALON THERAPEUTICS: Currently Reviewing Strategic Alternatives
TALON THERAPEUTICS: Appoints Warburg Managing Director to Board

TC GLOBAL: McDreamy's Charm Didn't Taint Auction, Judge Says
TCI COURTYARD: Wants Access to Rents from Quail Hollow Property
TELECONNECT INC: Incurs $3.9-Mil. Net Loss in Fiscal 2011
TEXAS STANDARD: Release Bars $4M Award in Energy JV, Court Says
THE WINDOW FACTORY: Court Closes Bankruptcy Case

THQ INC: Has Bonus Program Approved for Game Developers
THUNDERBIRD MINING: DC Circ. Denies Shutdown Benefits to Workers
TIGER MEDIA: Heartland Advisors Discloses 4.2% Equity Stake
TITAN PHARMACEUTICALS: Intends to List Common Stock on NASDAQ
TITAN PHARMACEUTICALS: Extends Employments of Chairman and Pres.

TITAN PHARMACEUTICALS: Probuphine Gets FDA Priority Review
TOPS HOLDING: Shareholders Approve Repricing of Option Awards
TOWNSEND CORP: Court OKs Settlement Regarding Assets Sale
TRIAD GUARANTY: Illinois Regulator Sacks Top Executives
TRUSTMARK GROUP: A.M. Best Affirms 'bb' Debt Rating

UNILAVA CORP: Files Amended Q3 Form 10-Q in XBRL Format
UNITED AMERICAN: Amends Fiscal 2012 Form 10-K
UNITED SECURITY: A.M. Best Cuts Fin'l Strength Rating to 'B-'
UNIVERSITY GENERAL: Crowe Horwath Replaces MKA as Accountants
UNIVERSITY GENERAL: Inks First Amendment to April 30 Warrants

UNIVERSITY GENERAL: Presents at Sidoti & Company Conference
US FOODS: S&P Retains 'CCC+' Rating Despite $200MM Notes Add-On
US POSTAL: To Accelerate Steps to Restructure Ops & Cut Costs
UTSTARCOM HOLDINGS: Ordinary Shares Tender Offer Oversubscribed
UTSTARCOM HOLDINGS: Amends Tender Offer Statement on Schedule TO

UTSTARCOM HOLDINGS: Buys 25-Mil. Ordinary Shares for $30-Mil.
VERMILLION INC: Stockholder Meeting Delay Prompts Delisting
VERTIS HOLDINGS: Taps FTI as Communications Consultants
VERTIS HOLDINGS: World Graphic Is Consultant for Inserts Biz.
VHGI HOLDINGS: Deborah Hutchinson Resigns from Board

VIGGLE INC: Dan Marino Leads Fantasy Football Playoff Challenge
VISUALANT INC: Marathon Capital Discloses 5.5% Equity Stake
VISUALANT INC: Amends Charters, Code of Conduct & Ethics Policy
VITESSE SEMICONDUCTOR: Raging Capital Holds 18.1% Equity Stake
VUANCE LTD: Shareholders OK Change of Name to SuperCom Ltd.

VYSTAR CORP: Amends Current Report to Add Financial Statements
VYSTAR CORP: Appoints Progress Equity Founding Partner to Board
W25 LLC: Court Approves Avrum J. Rosen as Counsel
WATERSCAPE RESORT: Ex-Construction Manager Wants in on Settlements
WEST PENN: Fitch Cuts Rating on $726-Mil. Revenue Bonds to 'C'

WEST 380: Files Schedules of Assets and Liabilities
WESTMORELAND COAL: Jeffrey Gendell Discloses 18.9% Equity Stake
WESTSIDE COMMUNITY BANK: Closed; Sunwest Bank Assumes Deposits
WILLBROS GROUP: Unit Completes Sale of Interests to Interserve
WM SIX: Amends List of Top Unsecured Creditors

WM SIX: Amends Schedules of Assets and Liabilities
WOOD ENERGY: Case Summary & 20 Largest Unsecured Creditors
WOUND MANAGEMENT: Extends Forbearance with Tonaquint
WPCS INTERNATIONAL: Held Conference Call to Discuss Q2 Results
ZACHRY HOLDINGS: S&P Assigns Prelim. 'BB-' Corporate Credit Rating

ZACKY FARMS: Amends Schedules of Assets and Liabilities
ZOGENIX INC: Expects to Report $36-Mil. Product Revenue for 2012
ZOGENIX INC: Offering 15.7MM Common Shares, $75MM Securities
ZOGENIX INC: Reports Positive Results From Relday Clinical Trial
ZOO ENTERTAINMENT: Ray Schaaf Named President and CEO

* Fitch Says Taxable CEFs Rely on Select Few Banks for Funding
* U.S. Technology Ratings Stable Despite Headwinds, Fitch Says
* U.S. Junk-Bond Default Rate Ends 2012 at 3.2%

* New Mortgage Rules Set for Home Lenders
* Some Banks, Other Lenders Now Require Quick Chapter 11 Sale
* Total Bankruptcy Filings Down 14% in 2012

* NY Comptroller: Local Governments Face "Severe Fiscal Stress"
* Performing Arts Face Strikes, Layoffs, Bankruptcy
* VC Funding in Solar Sector Down 50% in 2012, Mecom Report Shows
* Foreclosure Inventory Falls as Starts Decline, LPS Says
* Bank Deal Ends Flawed Reviews of Foreclosures

* Judge Postpones Sentencing for Wells Fargo Broker

* Senators Press End to Payday Lending
* Concord Coalition Seeks Urgent Raise in Federal Debt Limit
* Obama Nominates Jacob Lew as Treasury Secretary
* Robert Khuzami, SEC Enforcement Chief, to Step Down

* St. Louis Fed's Bullard Comments on U.S. Monetary Policy
* Private Equity?s Carried Interest Eyed by Congress
* Gail B. Geiger Appointed Acting U.S. Trustee for Region 18
* 2nd Circ. Won't Send Argentina Bond Contract Issue to NY

* Golden State Law Group Offers Free Initial Consultation
* Kramer Levin Among Law360's Top Bankruptcy Practice Groups
* Law360 Also Selects Jones Day Bankruptcy Group of 2012
* McDonald Hopkins' D. Agay Among Illinois Super Lawyers

* NY Bankr. Firm Rattet Pasternak Folds into DelBello Donnellan
* SSG Selected as Boutique Investment Banking Firm of the Year
* Samuel Khalil Joins Milbank's Financial Restructuring Group

* Large Companies With Insolvent Balance Sheets

                            *********

23 EAST: Court Confirms Creditors' Plan of Liquidation
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed Secured Creditors SLC2 Holdings LLC and Seaway Capital
Corp.'s Plan of Liquidation for 23 East 39th Street Developers,
LLC, dated Nov. 30, 2012.  SLC2, Seaway and Class 5 unsecured
creditors all voted to accept the Plan.

Pursuant to the Confirmation Order, the Unsecured Creditors' Fund
will be for the benefit of Class 5 creditors and will include, in
addition to the sum of $10,000, any excess proceeds of a sale of
the Property and any amounts recovered by or on behalf of the
Debtor, or the Debtor's successors and assigns, with respect to
any Retained Claims (as defined in Section 10.16 of the Plan).

The Plan provides for the liquidation of the Debtor through a sale
of the Debtor's real property and improvements thereon located at
23 East 39th Street, New York, New York, subject to higher or
better bids to be made at an auction to be conducted by SLC2 and
Seaway prior to the confirmation hearing.  SLC2 was the prevailing
bidder at the auction.

At closing, SLC2 will pay Seaway $365,000 and Seaway will assign
its claim to SLC2 and will release its lien upon the Property.
Seaway will not assign any guaranties or other collateral.

Pursuant to the terms of the Plan, SLC2's first mortgage will be
discharged or satisfied (from $10.9 million to $10.8 million).
$10,000 will be used to establish a fund for pro rata distribution
to holders of Allowed Unsecured Claims.

Each holder of an Allowed Unsecured Claim will receive payment in
cash equal to its pro rata share of the Unsecured Creditors Fund
to be established on the Effective Date in the amount of $10,000
plus $50,000 of the proceeds of a higher and better sale in the
sum of $12,600,000 and all other amounts in excess of $12,600,000.
SLC2 will waive its deficiency Class 5 Claim.  Seaway's deficiency
claim, if any, will be included in Class 5 for voting purposes but
Seaway waives any right to a distribution as a Class 5 Creditor.

Interests in the Debtor will be canceled and are deemed to have
rejected the Plan.

A copy of the Disclosure Statement describing the Secured
Creditors' Plan of Liquidation for the Debtor is available at:

            http://bankrupt.com/misc/23east.doc78.pdf

                     About 23 East 39th Street

23 East 39th Street Developers LLC filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11304) on March 30, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million as of the
Chapter 11 filing.

The Debtor is a limited liability company that was formed to
purchase real property and improvements thereon located at 23 East
39th Street, in New York City.  The Property is encumbered by a
first mortgage in the principal sum of $7,250,000 in favor of SLC2
Holdings LLC, as assignee of JPMorgan Chase Bank N.A., successor
in interest to Washington Mutual N.A. and a second mortgage in
favor of Seaway Capital Corp. as assignee of Madison Exchange LLC
in the principal sum of $1,150,000.  The Property consists of a
vacant six story townhouse building.  The Property was originally
acquired by the Debtor for the sum of $10,400,000 on Oct. 9, 2007.

Judge Robert E. Gerber oversees the case.  James O. Guy, Esq., in
Clifton Park, New York, serves as counsel to the Debtor.


AMCORE FINANCIAL: Agrees to $3.3M Deal in Retirement Plan Suit
--------------------------------------------------------------
Jonathan Randles of BankruptcyLaw360 reported that Amcore
Financial Inc. has agreed to pay $3.35 million to resolve claims
alleging its executives breached their fiduciary duty before the
troubled lender collapsed by directing employees to a retirement
plan relying on company stock, according to documents filed
Thursday in Illinois.

The settlement, which must receive court approval, is intended to
recoup Amcore employees who invested in the plan anytime between
July 2, 2007, and July 15, 2010, the report added.  The lawsuits
allege Amcore mismanaged the plan and provided inaccurate
information to employees about the company's financial health, the
report said.

                      About AMCORE Financial

Rockford, Ill.-based AMCORE Financial is a registered bank holding
company for AMCORE Bank.  On April 23, 2010, regulators closed the
bank and appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Harris National Association
to assume all of the deposits of AMCORE Bank, National
Association.

AMCORE Financial filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-37144) in Chicago on Aug. 19, 2010.

The Company said in documents attached to the petition that it had
assets of $7.2 million against debts of $75.4 million as of the
bankruptcy filing.  Roughly $57 million owed to Wilmington Trust,
as indenture trustee, on account of a junior subordinated debt due
2037.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, serves as counsel to the Debtor.  Kurtzman
Carson Consultants LLC serves as claims agent.


AMERICAN SUZUKI: Plan Goes to Creditors for Voting
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization plan for American Suzuki Motor
Corp. is going to creditors for a vote in completion of the
strategy by parent Suzuki Motor Corp. to stop selling cars in the
U.S.

According to the report, if approved at a Feb. 28 confirmation
hearing in U.S. Bankruptcy Court in Santa Ana, California, another
subsidiary of the Japanese parent will take over the sale and
distribution of all-terrain vehicles, outboard motorboat engines
and auto parts.

The plan is based on a sale of the non-auto businesses to the
parent for about $100 million.  After liquidation of other assets
and payment of expenses, there will be about $107 million
remaining for distribution to creditors.  Secured creditors will
be paid in full.  Unsecured creditors, including dealers whose
dealership agreements were ended, will be paid in full so long as
they agree to drop claims against the Japanese parent.  The
dealer's claims amount to about $45 million.  Other unsecured
claims totaling an estimated $14 million are similarly projected
for payment in full.

The report adds that about 98% of the dealers already accepted a
settlement where they agreed to waive claims against the parent
in return for immediate payment of half their claims, with the
remainder to be paid from the plan.  In return for the wavier of
claims, the parent agrees not to receive payment on its claims
against the American company until unsecured creditors have been
paid in full.

If an unsecured creditor doesn't waive claims against the parent,
the estimated recovery is 5%, according to the disclosure
statement, because the parent won't subordinate its claim.

Mr. Rochelle also reports the creditors' committee last week
withdrew its objection to the payment of salaries to company
officers.  The committee, in part, objected on the grounds that
the executives close ties to the parent rendered them ineligible
for service in a U.S. bankruptcy.  The committee said it
recognized that there would be no officers to serve the company
were the incumbents declared ineligible.

                     About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as chief restructuring officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.


ASARCO LLC: Keeps DuPont, Others in $150M Mine Cleanup Suit
-----------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that DuPont Co., U.S.
Steel Corp., NL Industries Inc. and Sunoco Inc. can't yet escape
Asarco LLC's efforts to make them help pay a $150 million
environmental cleanup bill it landed after a bankruptcy
reorganization because too many factual questions remain, a
Missouri federal judge ruled Thursday.

U.S. District Judge Beth Phillips said that there were too many
disagreements between Grupo Mexico SAB de CV affiliate Asarco and
the other companies, including whether certain claims were
withdrawn during Asarco's bankruptcy and the extent of the
environmental damage, the report related.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATI HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B'
corporate credit rating to ATI Holdings Inc.

"The outlook is stable based on our expectation of solid double-
digit revenue growth and steady margins, although we expect FOCF
to remain thin," said Standard & Poor's credit analyst Tahira
Wright.

S&P also assigned a 'B+' issue level rating on the company's
$335 million senior secured credit facility that comprises of a
$50 million revolver that expires in 2019 and a $285 million term
loan B that expires in 2020.  The recovery rating is a '2',
indicating substantial (70% to 90%) recovery in the event of a
principal payment default.  The company is also raising
$160 million of mezzanine notes, which S&P do not rate.

The ratings on ATI Holdings Inc. reflect the company's
"vulnerable" business risk profile, primarily reflecting low
barriers to entry and economic cyclicality, and a "highly
leveraged" financial risk profile, based on adjusted leverage that
exceeds 8.0x at inception with a moderate drop to 7.0x by 2013.

"The rating outlook is stable, based on our expectation of solid
double-digit revenue growth and steady margins, although we expect
FOCF to remain thin.  We expect ATI to expand EBITDA generation in
2013, supporting a modest fall in leverage.  We expect growth in
de novo clinics to be funded internally.  We do not believe a
higher rating is likely in the near to medium term, given our
expectation that the company will continue to invest in growth and
operate
with a highly leveraged financial risk profile," S&P said.

"We could lower the rating if anticipated EBITDA growth is delayed
or less than we expect.  This could result from poor sites for new
clinics that do not generate the same level of visits, or another
reimbursement cut in a large state.  Such a scenario would cause
loan covenant cushions to fall below 10%.  This could occur if
there was close to a 15% decline in EBITDA," S&P added.


AUSTIN MUTUAL: A.M. Best Hikes Fin'l Strength Rating From 'B'
-------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to A
(Excellent) from B (Fair) and the issuer credit rating to "a+"
from "bb+" of Austin Mutual Insurance Company (Austin) (Maple
Grove, MN).  The outlook for both ratings has been revised to
stable from positive.

The upgrades are due to the increase in Austin's intercompany
quota share reinsurance agreement from 35% to 100% as of
January 1, 2013, with the lead company of Main Street America
Group, NGM Insurance Company, having become a fully reinsured
member.

A.M. Best does not expect to downgrade (or place a negative
outlook on) the ratings of Austin in the near to mid-term.
However, such actions would ensue if the company's relationship
with the Main Street America Group, (most specifically its
intercompany reinsurance arrangements) were to incur material
changes or have a severe reduction in Austin's capitalization due
to an increased credit leverage of its reinsured book of business
in the event of a catastrophe.


BAKERS FOOTWEAR: Judge Okays Plan to Liquidate Remaining Stores
---------------------------------------------------------------
Bakers Footwear Group Inc. won permission to liquidate its 56
remaining shoe stores, a ruling that essentially signifies the
death of an 88-year old chain that saw several attempts to stay
alive -- including a last-ditch sale deal -- fall, Dow Jones' DBR
Small Cap Alert reported.

                    About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

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

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BALTIMORE BEHAVIORAL: Files for Bankruptcy With $5.5MM Debt
-----------------------------------------------------------
Mental health rehabilitation and addiction treatment center
Baltimore Behavioral Health Inc. (BBH) has filed for bankruptcy
protection because it owes more than $5.5 million to creditors,
according to American Bankruptcy Institute.

The nonprofit drug treatment center owes money to a range of
public and private debtors, including $4 million in payroll taxes
to the Internal Revenue Service, according to the filing, Sarah
Gantz of the Baltimore Business Journal relates.  That and several
other debts are disputed, according to the organization?s
bankruptcy filing.

The bankruptcy filing, according to the Business Journal, comes
after years of trouble for the nonprofit.  Between 2010 and 2011,
the Baltimore Sun conducted an investigative series on the
nonprofit that revealed a highly paid board of directors,
difficulty meeting payroll requirements, questionable treatment
practices and other issues.  The nonprofit was under federal
investigation for shortfalls in its retirement plan.

The nonprofit in December 2011 sold its West Pratt Street property
to an Abell Foundation affiliate, Pratt Street Holdings LLC.
Baltimore Behavioral Health planned to lease from Pratt Street
Holdings a portion of that office space.

The organization?s bankruptcy filing lists the 20 largest
unsecured claims owed to creditors.  The largest claims are $4
million for payroll taxes to the IRS and $900,000 to Sandy Hill
Associates in Baltimore, though both claims are disputed by
Behavioral Health.  Sandy Hill Associates is a behavioral health
consulting firm run by Sandra Hill, who has worked as an executive
for Baltimore Behavioral Health.


BELASCO THEATER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Belasco Theater Entertainment, Inc.
        1050 S. Hill Street, Suite 101
        Los Angeles, CA 90015

Bankruptcy Case No.: 13-10964

Chapter 11 Petition Date: January 11, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Neil W. Bason

Debtor's Counsel: Timothy J. Yoo, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: tjy@lnbyb.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-10964.pdf

The petition was signed by John Kim, director.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Christina Kim                         11-19740            03/07/11


BERNARD L. MADOFF: Fairfield Sentry Can't Undo Sale of $230M Claim
------------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Thursday refused to allow the trustee for
Bernard L. Madoff feeder fund Fairfield Sentry Ltd. to invalidate
the sale of a $230 million claim in the Madoff liquidation that
later spiked in value.

In his decision, U.S. Bankruptcy Judge Burton R. Lifland blasted
Sentry trustee Kenneth Krys? "Hail Mary" attempt to undo the sale
to Farnum Place LLC following a multibillion settlement in the
Bernard L. Madoff Investment Securities LLC liquidation just three
days after the sale was executed, the report added.

                      About Bernard L. Madoff

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

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

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

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

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

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

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
various appeals has limited Mr. Picard's ability to distribute
recovered funds.


BOMBARDIER INC: DBRS Rates New $2-Bil. Sr. Unsecured Notes 'BB'
---------------------------------------------------------------
DBRS has assigned its BB instrument rating with a Stable trend to
the proposed $2.0 billion Senior Unsecured Debentures (the Notes)
to be issued by Bombardier Inc. (Bombardier or the Company).  The
Notes, with a recovery rating of RR4, are rated at the same level
as Bombardier's Issuer Rating.  The debt issue comprises a $750
million 4.25% three-year tranche and a $1.25 billion 6.125% ten-
year tranche.  The debentures are unsecured obligations and rank
equally and ratably with all of Bombardier's unsecured and
unsubordinated obligations.  DBRS understands that net proceeds of
the debt will be used for general corporate purposes, including
funding its capital expenditure and aircraft development programs.

DBRS recognizes that the completion of the proposed debt issue
will strengthen Bombardier's liquidity and financial flexibility
as the high capital spending related to its aircraft development
programs continue.  However, the additional debt will also weaken
Bombardier's financial risk profile, with increased leverage and
limited additional cash flows and earnings at least until the
Company completes the CSeries development program and commences
delivery.  DBRS projects adjusted debt-to-EBITDA to be in excess
of 5.0 times and adjusted cash flow-to-debt to fall below 15% for
the full-year 2012.  At these levels, there is now limited cushion
at the BB rating level, and further deterioration could pressure
the rating.  The rating also factors in DBRS's expectation that
the CSeries program will not suffer any material increase in
development costs or further delay from the scheduled first flight
by the end of June 2013 and that the transportation division will
resume its operating margin improvement in 2013 following recent
execution issues.  Unexpected negative developments in either
front could also weaken the rating.


CALCEUS ACQUISITION: S&P Assigns Prelim. 'B' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Calceus Acquisition Inc.  The outlook
is stable.

At the same time, S&P assigned Calceus' proposed $270 million
senior secured term loan its preliminary 'B' issue-level rating
(the same as the corporate credit rating) with a preliminary
recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for the lenders in the event
of a payment default.

"Our ratings on Calceus reflect our view that the company's debt
levels are high following its acquisition by financial sponsor
Apax Partners, resulting in pro forma adjusted debt-to-EBITDA
leverage in excess of 7x," said Standard & Poor's credit analyst
Linda Phelps.

Standard & Poor's ratings on Calceus further reflect the company's
strong position in the U.S. premium footwear market and good
diversification by product category and distribution channel.
Constraints on the rating include the highly competitive market in
which Calceus operates, as well as by its limited geographic
diversification and reliance on a single brand.

The stable outlook reflects S&P's view that Calceus' profitability
will improve over the next 12 months thanks to cost reductions,
and the company will be able to maintain its strong market
positions in the U.S. premium footwear market.  "We expect credit
metrics to strengthen modestly such that the company's debt-to-
EBITDA leverage declines to 6x area in the next 12 months,"
said Ms. Phelps.


CALIFORNIA: Cities Sue Banks over Libor Rates
---------------------------------------------
California cities and counties sued UBS AG, Barclays Plc and 20
other banks alleging that they lost millions of dollars because
the financial institutions manipulated the benchmark Libor rate,
Bloomberg News reported.

Karen Gullo, writing for Bloomberg, said the plaintiffs claim they
were cheated out of higher interest payments on investments such
as interest-rate swaps and corporate bonds tied to Libor.

Complaints were filed on Jan. 9 in federal court in Los Angeles,
San Francisco and San Diego on behalf of the counties of San Diego
and San Mateo, the city of Riverside and five other entities
against 20 current and former banks that set Libor rates, law firm
Cotchett Pitre & McCarthy LLP said in an emailed statement.

Banks already face 30 lawsuits by U.S. homeowners and other
plaintiffs seeking to hold them responsible for alleged
manipulation of the rate used as a borrowing-cost benchmark, the
Bloomberg report noted.  A class-action lawsuit filed in Manhattan
in October by homeowners alleges a conspiracy among financial
institutions drove up the cost of mortgage loans.

The lawsuits filed on Jan. 9 allege violations of antitrust laws,
negligence and unjust enrichment and seek to recover losses and
triple damages.

Libor, the London interbank offered rate, is based on a British
Bankers? Association-commissioned daily survey that asks lenders
to estimate how much it would cost to borrow money from each other
for various periods in 10 different currencies, Bloomberg related.
The figures are used to set interest rates for more than $300
trillion of securities and loans worldwide, including interest
rate swaps, which counties such as San Mateo use to hedge interest
rate payments to investors on variable-rate municipal bonds.

Banks altered their estimates to the survey to artificially
suppress Libor, increasing their own profits and creating the
illusion of financial strength by underreporting the interest
rates that they were being charged to borrow money, lawyers for
San Mateo county said in the complaint.

UBS, Switzerland?s biggest bank, agreed to pay $1.5 billion last
month to U.S., U.K. and Swiss regulators for trying to rig the
rates, Bloomberg recounted.  Barclays was fined $450 million in
June by U.S. and U.K. regulators for submitting false answers to
the daily canvass. Regulators investigating Libor manipulation
have sought information from more than a dozen banks that set
rates in the U.S., Europe and Japan.

The case is San Mateo County v. Bank of America, 13-108, U.S.
District Court, Northern District of California (San Francisco).


CCC ATLANTIC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
CCC Atlantic LLC filed its schedules of assets and liabilities
with the U.S. Bankruptcy Court for the District of Delaware,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $48,000,000
  B. Personal Property              $890,617
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $41,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $4,5000
  F. Creditors Holding
     Unsecured Non-priority                          $564,140
     Claims
                                 -----------      -----------
        TOTAL                    $48,890,617      $41,568,640

Based in Linwood, New Jersey, CCC Atlantic, LLC, filed for Chapter
11 protection on Dec. 6, 2012 (Bankr. D. Del. Case No. 12-13290).
Kevin Scott Mann, Esq., at Cross & Simon LLC, represents the
Debtor.


COLONY BEACH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Colony Beach and Tennis Club, Inc.
        P.O. Box 8130
        Longboat Key, FL 34228

Bankruptcy Case No.: 13-00348

Chapter 11 Petition Date: January 11, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Michael C. Markham
                  JOHNSON POPE BOKOR RUPPEL & BURNS, LLP
                  P.O. Box 1368
                  Clearwater, FL 33757
                  Tel: (727) 461-1818
                  Fax: (727) 443-6548
                  E-mail: mikem@jpfirm.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed for Chapter 11:

        Entity                          Case No.
        ------                          --------
Colony Beach, Inc.                      13-00350
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000
Resorts Management, Inc.                13-00354
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000

The petition was signed by Murray J. Klauber, president.

A. A copy of Colony Beach and Tennis Club's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/flmb13-00348.pdf

B. A copy of Colony Beach's list of its 10 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/flmb13-00350.pdf

C. A copy of Resorts Management's list of its 20 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/flmb13-00354.pdf


CONSTRUCTORA DE HATO: Has Until Jan. 27 to File Ch. 11 Plan
-----------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico extended until Jan. 27, 2013, Constructora
De Hato Rey Incorporada's time to file a Chapter 11 Plan and an
explanatory Disclosure Statement.

The Debtor has undertaken extensive work for the completion of its
Plan and Disclosure Statement.  The Debtor is in the process of
allowing its Secured Creditors to examine its collateral.  The
Debtor is also contemplating the possibility of having to include
a liquidation of Debtor's assets as part of its Plan and
Disclosure.

San Juan, Puerto Rico-based Constructora De Hato owns parcels of
land in Puerto Rico with an aggregate value of $1.82 million.  It
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02876-11)
in Old San Juan, Puerto Rico, on April 13, 2012.  The petition was
signed by Waldemar Carmona Gonzalez, president.  The Debtor is
represented by Charles Alfred Cuprill, Esq., at Charles A.
Curpill, PSC Law Office, in San Juan.  Luis R. Carrasquillo & Co.,
PSC, serves as financial consultant.  In its amended schedules,
the Debtor disclosed $10,701,724 in assets and $6,847,693 in
liabilities.


COMPOSITE TECHNOLOGY: Plan Exclusivity Period Extended to March 11
------------------------------------------------------------------
Composite Technology Corporation sought and obtained an extension
until March 11, 2013, of the deadline to file its Chapter 11 plan
and disclosure statement.  The period within which the Debtors
have the exclusive right to solicit acceptances to such plans is
extended to May 13, 2013.

Headquartered in Irvine, California, Composite Technology
Corporation (CTC) -- http://www.compositetechcorp.com/-- is a
publicly traded company that owns all of the common stock of CTC
Cable Corporation and Stribog, Inc.  CTC Cable manufactured and
marketed innovative energy efficient renewable energy products
for the electrical utility industry.  Stribog operated a wind
turbine products business that was sold to Daewoo Shipbuilding
and Marine Engineering on Sept. 4, 2009, for US$32.2 million in
cash.  CTC Renewables is a dormant company.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case
was reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed US$5,855,670 in assets and US$12,395,916 in
liabilities as of the Chapter 11 filing.

CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D.
Calif. Case No. 11-15059) on April 10, 2011.  Stribog, Inc.
(Bankr. C.D. Calif. Case No. 11-15065) filed for Chapter 11
protection on April 11, 2011.  CTC Renewables Corp., a dormant
company (Bankr. C.D. Calif. Case No. 11-15130) filed for Chapter
11 protection on April 12, 2011.

The cases are jointly administered, with Composite Technology as
the lead case.  Garrick A. Hollander, Esq., Jeannie Kim, Esq.,
Kavita Gupta, Esq., Paul J. Couchot, Esq., and Richard H. Golubow,
Esq., at Winthrop Couchot PC, in Newport Beach, Calif.; and Sean
A. Okeefe, at Okeefe & Associates Law Corporation, in Newport
Beach, Calif., serve as the Debtors' bankruptcy counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Celina M. Munoz, Esq., Emily Ma, Esq., Katherine
C. Piper, Esq., and Robbin L. Itkin, Esq., at Steptoe & Johnson
LLP, in Los Angeles, Calif., represents the Committee.

On Aug. 15, 2011, the Debtors closed on the sale of substantially
all assets of the Debtors' estates to CTC Acquisition Corp., a
Delaware corporation.  As a result of the sale, the Debtors no
longer operated their businesses and all of their employees either
resigned or were terminated, and most of them were employed by the
Buyer.  After the closing, the Debtors promptly moved to hire
Brian Weiss, as the CRO, to wind down the Debtors' business
affairs, including recovering money for the estate's creditors and
resolving disputes among the creditors.


CORNERSTONE HEALTHCARE: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on U.S.-based Cornerstone Healthcare Group Holding
Inc. at the company's request.  At the same time, S&P withdrew its
'B' issue-level rating and '3' recovery rating on Cornerstone's
senior secured debt.


COUNTRYWIDE FIN'L: BofA Fighting to Avoid "Toxic" Liabilities
-------------------------------------------------------------
Bank of America Corp. has been fighting in a New York court to
avoid as much as $3 billion in liability for defaulted Countrywide
mortgage securities, but the bank's courtroom adversary, bond
insurer MBIA Inc., is wielding the bank executives' own words in
its attack, Christian Berthelsen of The Wall Street Journal
reported.

In a two-day hearing on Jan. 9 and 10, Bank of America argued that
it structured its 2008 deal with Countrywide Financial Corp. in a
way that allowed it to avoid liability for certain Countrywide
assets, branded "too toxic" in one internal bank email, WSJ
related.

MBIA maintained the deal was a merger in which Bank of America
absorbed 19,000 Countrywide employees, technology and operations
to enhance its mortgage capabilities, WSJ also related.  The
insurer introduced videotaped deposition testimony from executives
including former Chief Executive Ken Lewis and current CEO Brian
Moynihan to bolster its case.

"The objective was to present a common set of products and a
common brand to our combined set of customers," Mr. Lewis said in
an April 2012 deposition aired in New York State Supreme Court in
lower Manhattan.

"We combined operations," Mr. Moynihan said in his own May 2012
deposition played in court.  "I don't know what [Countrywide]
businesses are in what legal entities."

Barbara Desoer, head of Bank of America's mortgage business, said
the Countrywide acquisition made the bank "America's leading
mortgage provider," according to comments she made at a September
2008 investor presentation cited in court, WSJ pointed out.

According to WSJ, the courtroom battle before Judge Eileen
Bransten shows Bank of America's hangover from the Countrywide
acquisition and the era of easy credit is far from over, despite
the $44 billion -- and counting -- the bank has paid in litigation
expenses, payouts and reserves as a result of deals to acquire
Countrywide and brokerage Merrill Lynch & Co. in 2008.

The hearing ended Jan. 10 afternoon, and Judge Bransten took the
matter under submission.  It isn't clear when she will rule on the
matter, WSJ said.

Bank of America has accepted responsibility for other aspects of
Countrywide, as recently as Monday entering an $11.6 billion deal
with Fannie Mae to resolve disputes over Countrywide mortgages the
agency said didn't meet proper standards.  Case observers say a
judicial finding that Bank of America is liable for Countrywide
could expose the bank to billions more in claims, WSJ related.

"We have established a pattern of settling legacy matters with
reasonable parties, including other insurers, when it is in the
best interest of our shareholders," a spokesman for Bank of
America told WSJ.  "That remains our approach."

During the proceeding, Bank of America has maintained that the
Countrywide deal was structured as a purchase of assets rather
than a merger, and that it paid a fair value of more than $45
billion for the assets it acquired, leaving plenty of cash and
viable assets in what remained of Countrywide to satisfy
creditors' claims, WSJ related.

"Bank of America was not liable for Countrywide's debts when it
bought Countrywide's assets," Walter Dellinger, Esq., --
wdellinger@omm.com -- a partner at O'Melveny & Myers in
Washington, D.C., who is representing the bank, said in court,
according to WSJ.  As to whether Bank of America intentionally
designed the deal that way to avoid liability, Mr. Dellinger said:
"Of course it did."

Philippe Selendy, Esq., -- philippeselendy@quinnemanuel.com -- a
New York partner with Quinn Emanuel Urquhart & Sullivan,
representing MBIA, said much of the $45 billion paid into
Countrywide was funneled to Bank of America's preferred creditors,
including $5.5 billion that wound up in a unit that was merged
back into Bank of America's banking subsidiary, WSJ related.  The
assets that remained, he said, were dwarfed by Countrywide's
liabilities, and the net interest income generated by the assets
was more than consumed by legal fees alone.

"What MBIA seeks here is the ordinary," Mr. Selendy said, WSJ
cited.  "When two businesses combine, liabilities don't get left
behind."

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CSD LLC: Court Approves Nathan & Associates as Real Estate Broker
-----------------------------------------------------------------
CSD LLC sought and obtained permission from the U.S. Bankruptcy
Court to employ Nathan & Associates, Inc., and Cheryl Kypreos as
real estate broker.

The firm will render brokerage services regarding the Debtor's
property, including developing a detailed package of materials
regarding the Debtor's Property, marketing the Property through
various formats, coordinating visits and investigation of the
Property by prospective purchasers, assisting the Debtor with the
auction, possibly assisting with locating financing sources,
generally assisting the CRO with his efforts and other efforts
related to a sale.

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

The firm will be compensated on a fee basis:

     a. $25,000 marketing expense, paid upon Court approval of
        retention;

     b. $100,000 success fee if an insider purchases the property;
        and

     c. $100,000 success fee, plus 3% commission if a non-insider
        prevails at the auction of the property.

Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Mr. Wayne Newton
and his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group,
LLC.


CSD LLC: Plan Exclusivity Period Extended to June 11
----------------------------------------------------
At the behest of CSD LLC, the U.S. Bankruptcy Court extended the
Debtor's exclusive period to file a plan of reorganization through
and including June 11, 2013.  The Court extended the Debtor's
exclusive period to solicit acceptances on the plan through and
including Aug. 9, 2013, provided the Debtor files its plan by no
later than June 11.

Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Mr. Wayne Newton
and his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group,
LLC.


DATALOK III: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Datalok III Orange County/Long Beach Limited Partnership
        5990 Malburg Way
        Los Angeles, CA 90058

Bankruptcy Case No.: 13-10922

Chapter 11 Petition Date: January 11, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sandra R. Klein

Debtor's Counsel: Douglas F. Galanter, Esq.
                  NORRIS AND GALANTER LLP
                  555 W. 5th Street, 31st Floor
                  Los Angeles, CA 90013
                  Tel: (213) 996-8477

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-10922.pdf

The petition was signed by Takashi Nakamura, president of general
partner.


DEWEY & LEBOEUF: Former Dubai Partners Cut Clawback Deal
--------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reports that two former partners
in the Dubai, United Arab Emirates, offices of Dewey & LeBoeuf LLP
have agreed to drop approximately $1.8 million in severance claims
in exchange for a potential reduction of their clawback
obligations to the bankrupt law firm, the firm told a New York
bankruptcy court Monday.

Gavin B. Watson and Chris P. Sioufi, who now work in the Dubai
office of Dechert LLP, agreed to withdraw their severance claims
from the liquidation proceedings of Dewey?s Dubai offices, the
report says.

                       About Dewey & LeBoeuf

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

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

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

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

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

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

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

Dewey on Nov. 21, 2012, filed a Chapter 11 liquidating plan and
disclosure statement, which incorporates the partner contribution
plan approved by the bankruptcy court in October.  Under the so-
called PCP, 440 former partners will receive releases in exchange
for $71.5 million in contributions.  The plan is also based on a
proposed settlement between secured lenders and the unsecured
creditors' committee.  Secured lenders will have an allowed
secured claim for $261.9 million, along with a $100 million
unsecured claim for the shortfall in collections on their
collateral.  Unsecured creditors will have $285 million in allowed
claim.  In the new lender settlement, secured creditors would
permit $54 million in collection of accounts receivable to be
utilized in the liquidation.  From the first $67.5 million
collected in the partners' settlement, the plan offers 80% to
secured lenders, with the remaining 20% earmarked for unsecured
creditors.  Collections from the partners settlement above $67.5
million would be split 50-50 between secured and unsecured
creditors.  Meanwhile, secured creditors will receive no
distribution on the $100 million deficiency claim from the first
$67.5 million from the partners' settlement.  If secured lenders
don't agree to release partners, they receive nothing from the
partners' settlement payments.  From collection of other assets
-- such as insurance, claims against firm management and lawsuits
-- the plan divides proceeds, with lenders receiving 60% to 70%
and unsecured creditors taking the remainder.


DRYSHIPS INC: Sells Two Tankers Under Construction
--------------------------------------------------
DryShips Inc., through its majority owned subsidiary, Ocean Rig
UDW Inc., or Ocean Rig, of offshore deepwater drilling services,
on Jan. 14 announced the sale, via novation, of two of its tankers
under construction at Samsung Heavy Industries, Esperona and
Blanca, to a third-party buyer.

Under the terms of the two novation agreements dated December 27,
2012, the buyer assumes all rights, benefits, liabilities and
obligations under both shipbuilding contracts, in exchange for
cash consideration of $21.4 million (that is, $10.7 million for
each vessel) paid by the Company to the Buyer.

As a result of this transaction, Dryships is released from all its
obligations under the shipbuilding contracts, both as the
contracting party and as a guarantor.

George Economou, Chairman and Chief Executive Officer of the
Company, commented:

"As we have stated recently, the reduction or elimination of CAPEX
has become a top priority for the Company.  With the sale of these
vessels, Dryships has reduced its CAPEX by approx. $101 million,
after taking into consideration the payment of $21.4 million to
the Buyer of the vessels."

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of
Sept. 10, 2010, DryShips owns a fleet of 40 drybulk carriers
(including newbuildings), comprising 7 Capesize, 31 Panamax and 2
Supramax, with a combined deadweight tonnage of over 3.6 million
tons and 6 offshore oil deep water drilling units, comprising of
2 ultra deep water semisubmersible drilling rigs and 4 ultra deep
water newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

The Company reported a net loss of US$47.28 million in 2011,
compared with net income of US$190.45 million during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed
US$8.62 billion in total assets, US$4.68 billion in total
liabilities, and US$3.93 billion in total equity.


DUBAI GROUP: Settles Rift Over Restructuring; Banks Sell Back Debt
------------------------------------------------------------------
Nicolas Parasie, writing for Dow Jones Newswires, reports that two
people familiar with the matter said Dubai Group and four
international banks have agreed to resolve their legal differences
in a push to finish a $10 billion debt restructuring.

Commerzbank, Royal Bank of Scotland, Standard Bank and Egypt's
Commercial International Bank in September took legal action
against Dubai Group after nearly two years of fruitless debt
negotiations.  The two sources told Dow Jones that, pursuant to
the settlement, the four banks have agreed to sell their loans to
Dubai Group at 18.5 cents on the dollar and drop their legal
action in the London Court of International Arbitration.  The
offer relates to a $1.5 billion Islamic syndicated loan to Dubai
Group in 2008 that includes 18 other banks.  All remaining banks
involved in the loan need to approve the new offer to the four
banks for it to go through, the report says.

"There has been an agreement between the dissenting banks and
Dubai Group. That agreement is now being put to the other members
of the same syndicate," said one of the people familiar with the
matter, according to the report.

The report recounts Dubai Group began restructuring talks with
bank creditors last year; about $6 billion of the debt under
restructuring is owed to banks, while the remainder is
intercompany loans.

According to Dow Jones, a second person familiar with the matter
said the recent developments illustrate how international lenders
were keen on exiting their loans earlier, while local lenders,
often bearing larger exposures to government-related entities such
as Dubai Group, were pushing to have the debt repayments extended
over longer periods to allow them to delay the full effect of the
restructuring instantly on their financial position.

Dubai Group is a division of Dubai Holding, a conglomerate owned
by Dubai's ruler, Sheikh Mohammed bin Rashid al Maktoum.  Dubai
Group is a holding company with interests in property and
financial services.


EASTMAN KODAK: $525M Digital Imaging Patent Sale Gets Green Light
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Friday approved Eastman Kodak Co.?s $525
million sale of its digital imaging patents portfolio to Apple
Inc. and other top technology companies, a significant step in the
company?s efforts to emerge from bankruptcy.

U.S. Bankruptcy Judge Allan L. Gropper greenlighted the
transaction, which was announced in December and includes buyers
like Amazon.com Inc., Microsoft Corp. and Samsung Electronics Co.,
the report said.

The report noted that the proceeds of the $525 million are less
than the amount estimated at the beginning of the case.

                      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.

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.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

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.

Kodak intends to reorganize by focusing on the commercial printing
business.  Other businesses are being sold or shut down.


EASTMAN KODAK: Trustee Slams Nixon Peabody's Unexplained Billing
----------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the U.S. trustee
in Eastman Kodak Co.'s bankruptcy objected Wednesday to the
company's proposed retention of Nixon Peabody LLP as special
counsel, arguing that the firm's undisclosed billing rates are
unreasonable and violate the Bankruptcy Code.

Nixon Peabody currently serves as special litigation counsel to
the bankrupt photography company, and applied in November to
retroactively change that designation after exceeding the monthly
fee cap of $50,000 in September and October, according to U.S.
Trustee Tracy Hope Davis, the report related.

                      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.

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.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

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.

Kodak intends to reorganize by focusing on the commercial printing
business.  Other businesses are being sold or shut down.


ENTERTAINMENT CONCEPTS: Court Confirms Bankruptcy Plan
------------------------------------------------------
Bankruptcy Judge Frank L. Kurtz confirmed the First Amended Plan
of Reorganization filed by Entertainment Concepts LLC on Dec. 14,
2012.

The Plan proposes to pay secured and priority claims in full, and
to pay general unsecured creditors in full, as set forth in the
Plan.

The Court approved the First Amended Disclosure Statement
explaining the Plan on Nov. 1, 2012.

The United States of America, Internal Revenue Service, sought
dismissal or conversion of the case to Chapter 7.  The IRS also
objected to the Plan.  The IRS and the Debtor resolved their
dispute based on the treatment of the claims of the IRS as set
forth in the Plan.

Columbia State Bank also objected to confirmation of the Plan.
CSB and the Debtor resolved the objection filed by CSB based on
the treatment of the claims of CSB as set forth in the Plan.

A copy of the Court's Dec. 21, 2012 Findings of Fact and
Conclusions of Law is available at http://is.gd/9WW6Akfrom
Leagle.com.

Entertainment Concepts LLC d/b/a Marquee Lounge, filed for Chapter
11 bankruptcy (Bankr. E.D. Wash. Case No. 12-00244) on Jan. 20,
2012, listing under $1 million in assets and debts.  Bruce K.
Medeiros, Esq., at Davidson Backman Medeiros PLLC, represents
Entertainment Concepts.


GORDON CARUK: BofA Wins Summary Judgment in Arkansas Suit
---------------------------------------------------------
In the case, BANK OF AMERICA, N.A., Plaintiff, v. CARUK HOLDINGS
ARKANSAS, LLC; DENISE L. CARUK; and GORDON C. CARUK, Defendants.
Civil No. 11-2096 (W.D. Ark.), District Judge Jimm Larry Hendren
granted the bank's motion for summary judgment against Gordon C.
Caruk and Denise L. Caruk.

Bank of America filed the action on May 27, 2011, seeking judgment
on a financial obligation and the foreclosure of a lien on real
property securing the obligation upon the defendants' failure to
pay the judgment.  The real property securing the obligation is
owned by Caruk Holdings Arkansas, LLC, and that Gordon and Denise
Caruk are personal guarantors of the obligation due the bank.

In its motion for summary judgment, the bank seeks judgment in rem
in the amount of $86,620.52 (representing $72,178.48 in unpaid
principal, $13,860.26 in accrued and unpaid interest through
Dec. 6, 2012, $561.78 in prepayment premium, and $20 in release
fees), with interest continuing to accrue at a legal rate of
$14.24 per day.

The Caruks failed to file a response to the motion, and the time
for responding has passed.

The bank also seeks its attorneys' fees, expenses, and other
collection costs incurred in this action, for a total amount of
$56,764.35 (which includes its attorneys' fees and expenses
resulting from the Caruks' failure to appear for their scheduled
depositions).  The Court will conduct a hearing on the issue of
attorneys' fees and costs on Jan. 28 at 1:30 p.m.

A copy of the Court's Jan. 7, 2013 Memorandum Opinion is available
at http://is.gd/rXZohXfrom Leagle.com.

The Caruks proceed pro se in this matter, and Caruk Holdings is
without representation.

On Aug. 28, 2012, the Court entered its Memorandum Opinion and
Order granting summary judgment against Caruk Holdings.  The Order
directed the bank to seek summary judgment against the Caruks, as
well, before the Court would enter the judgment.

A copy of the Aug. 28 ruling is available at http://is.gd/NVOIkP
from Leagle.com.

In light of the automatic stay pending the disposition of the
Caruks' bankruptcy proceedings, the lawsuit was administratively
terminated Oct. 9, 2012.  Thereafter, the bank obtained relief
from the automatic stay, and the lawsuit was reopened on Dec. 5,
2012.

A copy of the Court's Dec. 5 Order is available at
http://is.gd/G8BE1afrom Leagle.com.

The bank originally extended the loan to Stone Solutions, LLC, in
2008.  The original principal amount of the Loan Agreement was
$80,000, bearing interest at a rate of 7.100% per annum.  Stone
Solutions promised to pay in monthly installments the outstanding
balance of the Loan Agreement plus interest, beginning Aug. 3,
2008, and ending on July 3, 2023.  Stone Solutions also granted to
the bank an interest in specific real property located in
Mansfield, Sebastian County, Arkansas.

The Real Property Collateral was subsequently transferred from
Stone Solutions to Caruk Holdings by warranty deed on Nov. 10,
2008.  The Real Property Collateral was subsequently transferred
from Caruk Holdings to the Caruks by warranty deed on Aug. 10,
2012.

The Caruks irrevocably and unconditionally guarantee the payment
and performance of Stone Solution's obligations to the bank as and
when due.

On May 5, 2011, the bank sent a notice of default to Stone
Solutions, Caruk Holdings, Caruk Holdings Arizona, and the Caruks
at their last known addresses.  The bank immediately exercised its
right to accelerate the debt represented by the Loan Documents.

Diana Borgognoni Snyder, Esq. -- dborgognoni@wlj.com -- at Wright,
Lindsey & Jennings, LLP, represents the bank.

The Caruks filed a voluntary Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-19096) on Aug. 27, 2012.


GREAT PLAINS EXPLORATION: Plan Solicitation Extended to March 11
----------------------------------------------------------------
Great Plains Exploration sought and obtained approval from the
U.S. Bankruptcy Court an extension until March 11, 2013, of the
period during which the Debtor has the exclusive right to solicit
acceptances of its Chapter 11 Plan.

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GRUBB & ELLIS: Creditors Voting on Plan, May Get Less Than 5%
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Grubb & Ellis Co., the real estate
broker whose business was sold in April, can vote on the
liquidating Chapter 11 plan where they are shown a predicted
recovery of 1.7% to 4.7%.

According to the report, the U.S. Bankruptcy Court in Manhattan
approved explanatory disclosure materials last week.  The
confirmation hearing for approval of the plan will take place
March 6.

The report relates that the disclosure statement shows that $313
million in unsecured claims were filed.  Eventually, the company
expects the claims will be reduced to the range of $86 million to
$102.5 million.  Not all creditors, even those owed money, will be
receiving distributions.  Indeed, some of them may end up paying
back more than they receive.

The report notes that the disclosure statement contains a list of
more than 400 creditors who can be sued for having received
preferences, or payments within 90 days of bankruptcy.  Creditors'
predicted recovery does not include proceeds from preference
suits, according to the disclosure statement.

"The Plan provides that on and after the Effective Date, all
assets and liabilities of the Debtors shall be treated as though
they were merged into one for all Plan purposes, including voting,
Confirmation and distribution pursuant to the Plan. Multiple facts
support consolidation of the Debtors for Plan purposes. Prior to
the Petition Date, the Debtors shared a centralized cash
management system and also shared common upper-level management
and directors. The Debtors conducted business through a
centralized cash management system, and aside from client trust
funds, all monies were ultimately controlled from one general
account. Likewise, each of the operating Debtors were obligated
under the Senior Secured Credit Facility. The Debtors also filed
consolidated tax returns. After the Petition Date, the Debtors
assets were sold, in total, to BGC. There was no allocation of the
purchase price to individual Debtor entities. Moreover, the
$10,000,000 component of the purchase price attributable to an
advance on a sharing of potential litigation proceeds cannot be
allocated among individual Debtors' estates," BankruptcyData
related, citing court papers.

                        About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.  Grubb & Ellis
Co. was renamed Newmark Grubb Knight Frank following the sale.


HANDY HARDWARE: Files for Chapter 11 in Delaware
------------------------------------------------
Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

The Debtor's principal assets consist of the warehouse facilities,
inventory, accounts receivable and equipment.  The Debtor
typically has on hand $38 million in inventory at cost.

The secured debt is held by Wells Fargo Bank, N.A., which is owed
$14.6 million, as well as Capital One, North America, which is
owed $26 million.

"The expansion and construction of the Meridian Warehouse Facility
was an important strategic step for the Debtor, but coincided with
the worst economic crisis the country has faced in decades.  For
the fiscal year ending 2011, the Debtor generated sales in excess
of $240 million.  The increased operational costs and debt service
attendant to the Facility drove a loss from operations of $8.4
million.  The resulting cash drain and inability to service the
debt owed to Capital One led to the decision to close the Facility
and migrate the inventory and customer services currently service
out of the Facility to the Houston Warehouse Facility" explains
Thomas J. Schifanella, Jr., president of the Debtor.

On Nov. 7, 2012, each employee who was employed at the Meridian
facility was notified that his or her position would be eliminated
on or before Jan. 31, 2013.  Remaining inventory is expected to be
transferred to the Houston facility by Feb. 15, 2013.

The Debtor intends to utilize the bankruptcy process to continue
its plan to right-size its operations, restructure its
indebtedness to Capital One, and emerge from Chapter 11 through a
consensual plan of reorganization, while simultaneously providing
the services to its members, and timely meeting its postpetition
obligations to vendors and others.

The Debtor projects it will achieve break even operations by
April 1, 2013.

                         First Day Motions

On the first day of the case, the Debtor filed a variety of
motions and applications, including requests to:

  -- employ Donlin, Recano & Company as claims and noticing agent;

  -- maintain its existing cash management system and existing
     bank accounts with Wells Fargo;

  -- pay wages and benefits of employees so as to avoid risk
     losing a significant portion of its workforce;

  -- pay prepetition taxes payable to various federal, state and
     local taxing authorities;

  -- make payments with respect to insurance policies of up to
     $111,477 on account of any prepetition premiums and fees;

  -- set procedures for compensation and reimbursement of
     expenses of professionals;

  -- prohibit utilities from discontinuing services; and

  -- obtain DIP financing from Wells Fargo.


HANDY HARDWARE: Proposes DIP Financing From Wells Fargo
-------------------------------------------------------
Handy Hardware Wholesale, Inc., seeks approval of a secured,
first-priority debtor-in-possession financing facility from Wells
Fargo Bank, N.A., which requires the Debtor to exit bankruptcy
within six months.

The DIP Credit Facility allows the Debtor to draw in amount not to
exceed the maximum revolver amount of (i) prior to final approval
of the DIP financing, $25.1 million inclusive of the prepetition
debt to Wells Fargo, and (ii) after final approval, $30 million
inclusive of prepetition debt owed to Wells Fargo.

The Debtor's prepetition secured debt is held by Wells Fargo,
which is owed $14.6 million, as well as Capital One, North
America, which is owed $26 million.

The Debtor will grant adequate protection to Wells Fargo on
account of its prepetition liens and security interests.  All
obligations in the DIP facility are allowed superpriority
administrative claim status.

Capital One will receive a second priority lien and security
interest to Wells Fargo's prepetition first lien collateral, and a
superpriority allowed claim pursuant to 11 U.S.C. Section 507(b)
junior to the claims of Wells Fargo and the carve-out.

Discussions on the DIP financing were conducted with Wells Fargo,
U.S. Bank, N.A. and PNC Bank, N.A.  But the talks with investors
and lenders other than Wells Fargo ultimately proved fruitless
since the Debtor's balance sheet was too highly leveraged and the
Debtor had very little, if any, unencumbered collateral to provide
security for additional financing, says Thomas J. Schifanella,
Jr., president of the Debtor.

Mr. Schifanella says a minimum cash availability of $2 million
during the first few weeks of the Chapter 11 case is the minimum
amount of cash availability necessary to operate the business in a
prudent fashion.

The unpaid principal amount of each line of credit advance
evidenced by the revolving note will accrue interest at a rate
equal to the Daily Three Month LIBOR, plus 7% per annum.

The DIP facility will mature 180 days from the Petition Date.  But
failure to meet these milestones will constitute events of
default:

   -- failure of the Debtor to file a plan of reorganization on or
      before 60 days following the Petition Date;

   -- failure to commence a hearing on the Disclosure Statement on
      or before 90 days following the Petition Date;

   -- failure to commence a hearing on the confirmation of the
      plan on or before 120 days following the Petition Date; and

   -- failure to confirm the Plan on or before 175 days following
      the Petition Date, and have the Plan go effective on or
      before 180 days following the Petition Date;


HANDY HARDWARE: Seeks to Hire MCA Financial as Advisor
------------------------------------------------------
Handy Hardware Wholesale, Inc., seeks approval from the Bankruptcy
Court to hire MCA Financial Group, LTD, as financial advisor, nunc
pro tunc to the Petition Date.

MCA will concentrate its efforts on formulating strategic
alternatives and assisting the Debtor in its efforts with regard
to a successful reorganization.

Compensation will be payable to MCA on an hourly basis, plus
reimbursement of necessary expenses.  MCA professionals that are
likely to represent the Debtor in the case have currently standard
hourly rates ranging between $425 per hour for senior managing
directors, $350 per hour for managing directors, $295 per hour for
directors, $95 per hour for administrative and research personnel.
MCA professionals will charge $50 per hour for travel time for
professionals.

MCA has been retained in the past by Wells Fargo Bank and Wells
Fargo Credit to provide services in connection with matters
completely unrelated to the Debtor or its estate.  Wells Fargo is
the DIP lender and the holder of a prepetition first lien debt.

                       About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.


HAWKER BEECHCRAFT: Retirees Dispute Termination of Benefits
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. will face opposition at a
hearing on Jan. 17 when seeking court permission to terminate two
pension plans for non-union workers.  An ad hoc retiree group
argues that the court can't allow termination of non-union
workers' pension plans while allowing union pension plans to
remain alive.  Hawker had said that the pension plans were largest
impediment to approval of the reorganization at a Jan. 31
confirmation hearing.

According to the report, the Jan. 17 hearing is for approval of
a settlement with the Pension Benefit Guaranty Corp. allowing a
so-called distress termination of the pension plans for salaried
workers and nonunion workers in the customer-support arm of the
business.  The pension plan for hourly workers will be frozen at
the year's end.

The retired workers, the report relates, contend the court should
not allow termination of their benefits without appointing an
official retirees' committee to oppose the company's efforts.
They also refer to court rulings for the proposition that a
buyer's insistence on termination of benefits isn't proper grounds
for reducing benefits.  The retirees say the law only allows
modifying retiree benefits if "any plan of reorganization" would
become impossible.

Hawker's reorganization plan will give 81.9% of the new stock in
return for $921 million of the $1.83 billion owing on the senior
secured credit.  Unsecured creditors are to receive the remaining
18.9% of the new stock.

Hawker's $183 million in 8.5% senior unsecured notes due 2015 last
traded on Jan. 8 for 8.25 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

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

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

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

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

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

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

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

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

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.

The Court has approved the Disclosure Statement filed in
connection with the company's Joint Plan of Reorganization.


HAWKER BEECHCRAFT: Nonunion Retirees Shafted in Deal, Court Told
----------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that retirees of
bankrupt Hawker Beechcraft Inc. objected to a proposed settlement
between the aircraft maker and Pension Guaranty Benefit Corp. that
would end Hawker Beechcraft?s retirement income plan for nonunion
employees, saying the settlement would unfairly keep retirement
plans for unionized employees.

The objection, filed by HBC Retiree Committee in a New York
bankruptcy court, comes just days before a Jan. 17 hearing on
approval of a settlement that would eliminate the indebted
company?s pension plans for non-unionized salaried employees, the
report related.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HARRISBURG, PA: Council Members' State Takeover Suit Nixed
----------------------------------------------------------
Matt Fair of BankruptcyLaw360 reported that a Pennsylvania federal
judge on Wednesday rejected a suit brought by Harrisburg city
council members challenging the constitutionality of the state's
takeover of the fiscally troubled capital city, ruling that the
plaintiffs did not having standing to pursue their claims.

Granting Gov. Tom Corbett's motion seeking dismissal of the suit,
U.S. District Judge John Jones III found that members of
Harrisburg's city council were barred from bringing the suit under
the so-called political subdivision doctrine, the report added.

                  About Harrisburg, Pennsylvania

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

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

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

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

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

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

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

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

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

Mr. Unkovic resigned as receiver March 30, 2012.


HEALTHWAREHOUSE.COM INC: K. Singer Discloses 15% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Karen Singer and Lloyd I. Miller, III,
disclosed that, as of Dec. 31, 2012, they beneficially own
1,971,660 shares of common stock of HealthWarehouse.com, Inc.,
representing 15% of the shares outstanding.

The shares consist of (i) 716,484 shares of common stock, (ii)
189,796 shares of Series B Preferred Stock, with each share of
Series B Preferred Stock convertible into 5 shares of common
stock, and (iii) convertible notes in the amount of $578,710,
which are convertible into shares of Series B Preferred Stock at a
price of $9.45 per share, with each share of Series B Preferred
Stock convertible into 5 shares of common stock.

The reporting persons previously reported beneficial ownership of
1,899,828 common shares or a 14.7% equity stake as of June 28,
2012.  A copy of the amended filing is available at:

                        http://is.gd/9NZ7V9

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company's balance sheet at March 31, 2012, showed
$2.5 million in total assets, $5.7 million in total liabilities,
redeemable preferred stock of $659,310, and a stockholders'
deficit of $3.9 million.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stockholders.  As of
March 31, 2012 and December 31, 2011, the Company had negligible
cash and a working capital deficiency of $4,479,571 and
$2,404,464, respectively.  For the three months ended March 31,
2012, cash flows included net cash used in operating activities of
$177,395, net cash used in investing activities of $81,043 and net
cash provided by financing activities of $258,401.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended March 31, 2012.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HONK'S INC.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Honk's Inc.
        dba Honk's $1.00
        2752 S. Liberty
        Boise, ID 83709

Bankruptcy Case No.: 13-00054

Chapter 11 Petition Date: January 11, 2013

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Joseph M. Meier, Esq.
                  COSHO HUMPHREY, LLP
                  P.O. Box 9518
                  800 Park Boulevard, Suite 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  E-mail: jmeier@cosholaw.com

Scheduled Assets: $1,696,835

Scheduled Liabilities: $4,206,480

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/idb13-00054.pdf

The petition was signed by Darrell Cox, president.


HOSTESS BRANDS: Still In Talks to Find Buyers for Smaller Brands
----------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports that
Hostess Brands Inc. is still negotiating to find a buyer for a
half-dozen of its smaller bread brands, a person with knowledge of
the matter said.

According to the report, Hostess' professionals have said they
expect to name about four to six stalking-horse bidders in total,
whose separate bids should ultimately mean that all of Hostess's
assets find new homes -- though whether they survive is another
question.  Hostess has brought on Hilco Industrial LLC to help
liquidate assets that aren't grabbed in the going-concern portion
of the sale process.

Hostess has recently announced that Flowers Foods Inc. will serve
as stalking horse bidder for most of the Debtor's bread business.
Thomasville, Ga.-based Flowers is offering up to $360 million in
cash for one pool of assets, which includes five major Hostess
bread brands like Wonder Bread and Nature's Pride, 20 plants and
38 depots.  Flowers is offering $30 million for Hostess's
Beefsteak rye brand.  If the Debtors close a sale of those assets
to another buyer, Flowers will receive breakup fees of 3.5% -- for
example, $1.05 million if it loses out on Beefsteak, Dow Jones
notes.

A hearing is set for Jan. 25 to consider approval of bidding and
sale guidelines.

Dow Jones also reports that private-equity firms Apollo Global
Management LLC and C. Dean Metropoulos & Co. are in discussions
about teaming up on a possible bid for Hostess's cakes business.
The discussions don't necessarily mean Apollo and Metropoulos, the
owner of the Pabst Blue Ribbon beer brand, will end up bidding on
the businesses.  But the talks show the wide interest in the
brands and their appeal to consumers.


HOSTESS BRANDS: Insurers Can't Arbitrate Collateral Request
-----------------------------------------------------------
A New York bankruptcy judge denied a motion to compel arbitration
of a dispute surrounding Hostess Brands Inc.?s bid to dip into
cash collateral related to a workers' compensation and auto
insurance program, according to an order filed Wednesday, Maria
Chutchian of BankruptcyLaw360 reports.

ACE American Insurance Co. and ESIS Inc. had asked the court to
deny Hostess' motion to use some of the cash collateral held by
the insurers in order to satisfy obligations to the insurers,
calling it an attempt to circumvent an arbitration clause, the
report relates.

                      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.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

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).

In the new Chapter 11 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.

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

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.

The bankruptcy judge signed a formal order on Nov. 30 giving final
approval to wind-down procedures. The latest budget projects the
$49 million loan for the Chapter 11 case being paid down to $21.2
million by Feb. 22.


HYDROFLAME TECH: Court Approves Gordon Arata as Counsel
-------------------------------------------------------
Hydroflame Technologies, LLC sought and obtained approval from the
U.S. Bankruptcy Court to employ Gordon, Arata, McCollam, Duplantis
& Eagan, LLC, as counsel for the Debtor.

Gordon Arata will assist the Debtor in the preparation of the
initial papers, which necessitates acquiring familiarity with the
Debtor's asset and debt structure, possible restructuring options,
the Debtor's corporate structure and personnel.

Louis M. Phillips, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

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.  The Hon. Douglas D. Dodd of the U.S. Bankruptcy
Court for the Middle District of Louisiana later issued an Order
of Relief.  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 Debtor disclosed $1,213,384 in assets and $3,331,980 in
liabilities as of the Chapter 11 filing.


INTERNATIONAL HOME: FirstBank-P.R. Objects to Plan Disclosures
--------------------------------------------------------------
FirstBank-Puerto Rico, the main creditor of International Home
Products, Inc., and Health Distillers International, Inc., objects
to the consolidated disclosure statement describing the Debtors'
plan of reorganization, as it includes inaccurate and misleading
statements and does not provide adequate information required
under the Plan as required under Sec. 1125(a)(1) of the Code.  The
Bank cited, among others:

1. Debtors have failed to set forth in the Disclosure Statement
projections of future income and expenses to show that the Plan is
feasible.

2. The Liquidation Analysis is inadequate.

3. The Bank objects to the proposed treatment of the Bank's
secured claim.  The only information stated is that Debtors will
make monthly payments in the amount of $50,386.

4. The Disclosure Statement does not contain any information or
data showing how the amount of $50,386 was calculated or what
factors were considered by Debtors to propose such payment.  The
Debtors also do not indicate how they expect their operations to
generate sufficient funds to make said monthly payments.

                           Plan Summary

The allowed secured claim of the Bank with an approximate balance
of $11.5 million secured by property of the Debtor will be
restructured with monthly payments of at least $50,386.
Allowed liabilities owed to the Bank secured by accounts
receivables and inventory, estimated in the amount of $5,447,113,
will receive treatment as an unsecured claim under Class 8 or 9.

Holders of general unsecured claims of $5,000 or less (Class 8)
will be paid 25% of their claims within the first year from the
Plan's Effective Date.  General unsecured claims of $5,001 and
over (Class 9) will be paid 25% of their claims within 36 months
from the Plan's Effective Date.

Equity security holders and holders of other interest in the
Debtor will not receive any payments under the Plan and all shares
will be canceled.  New shares will be issued upon post-petition
new value provided for the shares of the reorganized debtors.
Pre-petition credits in favor of shareholders will not constitute
new value.

Funding of the Plan will be from the operations of the business,
collection of accounts receivable, proceeds from litigation and
contribution from the Debtors' president, as needed.

A copy of the Disclosure Statement is available at:

      http://bankrupt.com/misc/internationalhome.doc283.pdf

On Dec. 11, 2012, the Court ordered the Debtors to amend the
Disclosure Statement.  A term of sixty days was provided.  The
Debtors have requested the Court grant them an extension until
March 20, 2013, to submit their Amended Disclosure Statement and
Amended Plan.  The Debtor stated, among others:

1) The Debtor's operations are starting to stabilize after the
completion of the transition and turnover of the portfolios to
Firstbank.  The turnover of the portfolios required considerable
amount of resources and work power and hence the Debtor is now
commencing to see the outcome of the operations and sales after
the portfolio turnover.

2) Many administrative measures and changes have been made by the
Debtor after the finalization of the portfolio turnover which have
an impact in the projections and operations.  The result of these
changes and administrative measures will be visible and tangible
by the end of February 2013.

                 About International Home Products

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

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

On May 7, 2012, International Home's affiliate, Health Distillers
International, Inc., filed a separate Chapter 11 petition (Bankr.
D.P.R. Case No. 12-03574.


INTERSTATE PROPERTIES: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------------
Interstate Properties, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Georgia its amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $73,000,000
  B. Personal Property                $2,403
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $61,604,788
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority                          $659,692
     Claims
                                 -----------      -----------
        TOTAL                    $73,002,403      $62,264,480

The Debtor initially disclosed $24,502,404 in total assets and
$26,834,876 in total liabilities as of the Petition Date.

Interstate Properties, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.
George M. Geeslin, Esq., who has an office in Atlanta, Georgia,
serves as the Debtor's bankruptcy counsel.


J & J CONCRETE: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: J & J Concrete and Material, Inc.
        46 Crofton Street
        Kenner, LA 70062

Bankruptcy Case No.: 13-10075

Chapter 11 Petition Date: January 11, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: J. William Starr, Esq.
                  4501 Dreyfous Avenue
                  Metairie, LA 70006
                  Tel: (504) 220-2039
                  Fax: (985) 764-8739
                  E-mail: jws@jwilliamstarr.com

Scheduled Assets: $1,171,000

Scheduled Liabilities: $383,246

A copy of the Company's list of its three top unsecured creditors
filed with the petition is available for free at
http://bankrupt.com/misc/laeb13-10075.pdf

The petition was signed by Jimmy Jones, president.


J AND Y INVESTMENT: Files Chapter 11 Petition in Seattle
--------------------------------------------------------
J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.

The Debtor is a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B) and owns the Federal Way Center Building in 2505 S
320th Street, Federal Way, Washington.  The property is valued at
$11.43 million and secures an $8.56 million debt to BACM 2004-1.
The Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.

New Castle, Washington-based East of Cascade, Inc., has a 100%
membership interest in the Debtor.

A copy of the schedules of assets and liabilities is available for
free at http://bankrupt.com/misc/wawb13-10218.pdf

The statement of financial affairs and other missing documents are
due Jan. 24.


JEFFERSON COUNTY, AL: Finalizes 1st Settlement Deal in Ch.9 Case
----------------------------------------------------------------
Jefferson County has finalized an agreement with Ambac Assurance
Corp. as the county works its way through its $4.2 billion
bankruptcy, according to the county's top executive, Yann Ranaivo,
writing for Birmingham Business Journal, reported.

The agreement involves nearly $90 million in debt associated with
the construction of the county's courthouse in Bessemer, the
report related.  The courthouse project involved the creation of a
building authority to which the county agreed to allot annual
lease payments of $8.3 million to pay off the $89 million in
warrants.  New York-based Ambac insurers those lease payments,
according to the Birmingham News.

Jefferson County CEO Tony Petelos said the deal, officially
completed Wednesday, will reduce those payments to trustee First
Commercial Bank to $1.2 million this year, the report said.  The
payments will rise to and level off at $5 million in three years,
according to the CEO.

The CEO said the county expects eliminating the debt by 2036, the
report noted.

"That gives us a chance because we're struggling now to build back
up," Mr. Petelos told the Business Journal.

He said the county's financial woes have been exacerbated by the
elimination of the occupational tax, a revenue stream he said
brought in about $60 million per year.  While the negotiated
payment rate had already been agreed on, Wednesday marked the
finalization of all paperwork needed for the deal, he added.

The deal with Ambac wasn't without its detractors, the Business
Journal related.  Last month, a creditor in the county's
bankruptcy protested against the pending agreement between the
county and Ambac in bankruptcy court, but the court ruled in the
county's favor.

                      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.


JERRY'S NUGGET: Court Extends Plan Filing Period Until April 10
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada extended
Jerry's Nugget, Inc., and Spartan Gaming LLC's exclusive period to
file a proposed plan of reorganization until April 10, 2013, and
exclusive period to obtain plan acceptance until June 10, 2013.
No further extensions of time to file a proposed plan will be
granted.

U.S. Bank National Association and 2010-1 CRE Venture, LLC,
objected to the requested extensions, raising concerns regarding
the Debtors' management, including certain transactions with
insiders, its officers' knowledge of the specific financial
details and the like, but the Court said that while those concerns
are important, they do not diminish the necessity of sufficient
time to complete negotiations with other interest parties and to
formulate a proposed plan.

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

As of the Petition Date, the Debtor employed approximately 316
full-time employees and 22 part-time employees.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Stamis family-owned Jerry's
Nugget has a 9.1-acre casino property in North Las Vegas.  The
property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case.  Lawyers at Gordon
Silver, in Las Vegas, serve as the Debtors' counsel.  Jerry's
Nugget estimated assets and debts of $10 million to $50 million.
Jerry's Nugget said its current going concern value is at least $8
million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, the Debtors disclosed $12,378,944 in assets and
$10,771,442 in liabilities as of the Petition Date.




JOHNS-MANVILLE: 2nd Circ. Mulls Travelers' Exit from $510M Deals
----------------------------------------------------------------
Bibeka Shrestha of BankruptcyLaw360 reported that the Second
Circuit expressed skepticism Thursday about whether Travelers
Indemnity Co. could ditch agreements to pay $510 million to
thousands of asbestos victims, despite the insurer's arguments
that the settlements were invalidated when part of a bankruptcy
court's order was overturned.

Travelers insists that the settlements required a final order
insulating the company from any future lawsuits involving its
handling of asbestos claims against Johns-Manville Corp, the
report related.  The report added that a bankruptcy court granted
Travelers that relief in a 2004 clarifying order.

                       About Johns-Manville

Johns-Manville Corp. was, by most sources, the largest
manufacturer of asbestos-containing products and the largest
supplier of raw asbestos in the United States from the 1920s until
the 1970s.  Manville sold raw asbestos to manufacturers of
asbestos-based products in 58 countries and distributed its own
asbestos-based products "across the entire spectrum of industries
and employment categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


KM ASSOCIATES: Wins Confirmation of Chapter 11 Plan
---------------------------------------------------
KM Associates, LLC, won confirmation of its Amended Chapter 11
Small Business Plan at a hearing Dec. 19.

Through the financial resources of an outside investor, Four S
Development LP, the Debtor's Second Amended Plan of Reorganization
provides for the sale all of the Debtor's assets and the Principal
Real Estate Asset to Kanawha Mall, LLC, free and clear of all
liens.  The sale of the Debtor's Assets to Kanawha Mall LLC, will
be financed by a new loan to Kanawha Mall, LLC, by the Lenders  to
close contemporaneously with the closing on the sale of the
Principal Real Estate Asset.  The sale of the Debtor's Assets to
Kanawha Mall, LLC, and its closing of the Financing with the
Lenders was to be completed by Dec. 31, 2012.

The Debtor will not be receiving any cash proceeds from its sale
of its Assets to the Kanawha Mall, LLC.  However, the Debtor will
be receiving consideration in the form of repayment of $18,000,000
of indebtedness owed to the Lenders.  Accordingly, the Debtor will
not be receiving any sales proceeds with which to make
distributions to Class 3, 4, and 5 creditors.  Proceeds of the
sale will be paid to the Lenders at closing up to the amount of
their Allowed Secured Claim.

The classification and treatment of claims under the plan are:

     A. Class 1 (Administrative Claims) will be paid in full.
        Total claims is estimated to be $27,600.

     B. Class 2 (Lenders' Secured Claim) estimated to total
        $24,336,494, will be satisfied through selling its assets
        to Kanawha Mall, LLC, and then it and the Lenders entering
        into the refinancing of the secured lien.

     C. Class 3 (Contractors' Mechanic Lien Claims) estimated to
        be $891,076, will be satisfied by transferring the
        Principal Real Estate Asset to Kanawha Mall, LLC, which
        transfer will be financed by the contemporaneous Financing
        with the Lenders, the Debtor will not be receiving any
        proceeds in which to make payment on the Contractors'
        claims.

     D. Class 4 (Unsecured Claims of all other unsecured
        creditors) will not paid.

     E. Class 5 (Unsecured Claims) consists of claims of ERECT
        Fund, Highmark Specialty R/E/ Trust, SAK, LLC, Lee O.
        Hill, Thomas E. Potter, and Frank A. Baer, II, totaling
        $3,719,937.88, will not be paid.

A copy of the amended disclosure statement is available for free
at http://bankrupt.com/misc/KMASSOCIATES_ds2a.pdf

                        About KM Associates

KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 12-20041) on Jan. 30, 2012.  The petition was
signed by Donald S. Simpson, managing member.  The Debtor, a
Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed
assets of $17.3 million and liabilities of $26.5 million.

Bank lenders The CNB Bank, Standard Bank PaSB First United Bank &
Trust, Progressive Bank, N.A., Citizens Bank of West Virginia,
Inc. and Farmers and Merchants Bank of Western Pennsylvania,
National Association, are represented by Arthur M. Standish, Esq.,
and Kristian J. Jamieson, Esq., at Steptoe & Johnson PLLC.


LARSON LAND: Creditor Owyhee Objects to Conversion to Chapter 7
---------------------------------------------------------------
Creditor Owyhee Irrigation District, the holder of a lien claim of
$18,596.70 in real property owned by the Debtor, objects to
Chapter 11 Trustee John L. Davidson's motion to convert the
Chapter 11 case of Larson Land Company to one under Chapter 7,
unless and until Trustee pays the balance owed to it, or provides
suitable assurance that the Buyer of the property will pay the
obligation to it.

Ontario Assets was the successful bidder at the auction by way of
a credit bid in the amount of $35 million for substantially all of
the Debtor's assets, including the real property in Malheur County
upon which the lien of the Creditor attached.  PNC Equipment
Finance, Inc., People's Capital & Leasing Corp., Wells Fargo
Equipment Finance, Inc.m and Zions First National Bank also
participated as bidders at the auction and were the successful
bidders, by way of credit bids, for specific assets of the Debtor
securing their claims.

In its conversion motion, the Trustee related that substantially
all of the Debtor's former assets are no longer property of the
estate.

The Trustee, through counsel, said that the Debtor no longer
has a viable business to be reorganized.  ?While a plan of
liquidation of the estate's remaining assets could be confirmed,
the cost of that process outweighs the likely benefits in this
case.  The estate's remaining assets can be administered just as
efficiently and effectively by a Chapter 7 Trustee as they could
be administered by the Trustee or by some form of liquidating
agent under a liquidation plan.?

                         About Larson Land

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.

Other than some dry land wheat, as of the Petition Date there were
no crops growing on the Debtor's farm land.  The Debtor also
ceased processing operations following the Petition ate.

Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as
the Debtor's counsel.

Judge Terry L. Myers, at the behest of the U.S. Trustee, ordered
the appointment of a Chapter 11 trustee to replace management of
the Debtor.  Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP
represent John L. Davidson, the Chapter 11 trustee for the Debtor.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


LAUREATE EDUCATION: S&P Affirms 'B' Rating on $1.4BB Secured Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its issue-level rating
on Baltimore, Md.-based Laureate Education Inc.'s $1.4 billion
senior secured term loan due 2018 ($250 million add-on to the
existing issue) at 'B' with a recovery rating of '4', indicating
S&P's expectation for average (30% to 50%) recovery for lenders in
the event of a payment default.  Laureate will use the proceeds
for general corporate purposes, including funding of potential
acquisitions.

At the same time, S&P affirmed its existing ratings on Laureate,
including the 'B' corporate credit rating.  The rating outlook is
stable.

"The 'B' corporate credit rating reflects Standard & Poor's
expectation that Laureate's debt leverage will remain high,
reflecting the company's acquisition orientation and high capital
spending to support growth," said Standard & Poor's credit analyst
Chris Valentine.

"We expect debt leverage to remain in the mid-6x area in 2013.  We
view Laureate's business risk profile as "weak," because of the
risks inherent in undertaking its rapid overseas expansion, which
involves considerable execution risk, country risk, and currency
risk, in our view.  The company has a "highly leveraged" financial
profile, in our view, because of high debt leverage and limited
cash flow generation relative to total debt burden.  Our
management and governance assessment is "fair", S&P said.

Laureate's goal, broadly, is to acquire international educational
institutions, including turnaround situations in their markets,
improve their curriculum, and raise enrollment levels.  The
company periodically acquires underperforming schools operating at
low profitability, which can depress EBITDA and its EBITDA margin.
S&P views business execution related to Laureate's rapid growth as
a key risk.  Laureate earns about half of its revenues, and a
slightly higher percentage of EBITDA, in Mexico, Chile, and
Brazil, where postsecondary enrollment is rising faster than in
the U.S. International schools also face a lower degree of
regulation than their U.S. for-profit education peers today, but
S&P sees a risk that this could change over time.  Even without
rigorous regulation, Laureate is also exposed to student loan
credit risk in Chile and Brazil.


LEAR CORP: Launches Financing Actions; Increases Share Repurchase
-----------------------------------------------------------------
Lear Corporation on Jan. 14 launched financing actions to increase
liquidity and announced an increase in its existing share
repurchase program authorization.  These actions are expected to
improve the Company's financial flexibility, extend debt
maturities and significantly increase cash returned to
shareholders over the next three years.  In addition, the Company
affirmed its earnings outlook for 2012 and issued its financial
outlook for 2013.

The financing actions include the launch of an offering of $500
million in senior unsecured notes due 2023 and a new $1 billion
revolving line of credit, which will replace the Company's
existing $500 million facility.  The final terms of the bond
offering will depend upon market conditions and other factors.
With respect to the revolving line of credit, the Company
presently has commitments for the vast majority of the $1 billion
facility and expects to complete the transaction by the end of
January.

Combined, the proposed financing actions will increase the
Company's liquidity by approximately $1 billion.  The Company
intends to use this liquidity for general corporate purposes,
including the redemption of $70 million in aggregate principal
amount of its existing notes during 2013, investments in
additional component capabilities and emerging markets and share
repurchases under our common stock share repurchase program.

The Company also announced that it is increasing its existing
share repurchase program authorization by $800 million to $1.5
billion and extending the authorization until January 10, 2016. As
of December 31, 2012, the Company has repurchased $502 million of
its shares.  The new repurchase program provides for future share
repurchases of approximately $1 billion, including $198 million
available under the previous program.

"The actions that we are announcing today further improve our
capital structure, increase our financial flexibility and allow us
to continue to invest in growing and strengthening our business,"
said Matt Simoncini, Lear's president and chief executive officer.
"We also are significantly increasing our share repurchase program
at a time when we believe our shares are undervalued."

Lear continues to win new business globally in both business
segments.  The Company's sales backlog for 2013 to 2015 is $1.8
billion.  The backlog continues to support further diversification
of Lear's sales by geographic region, customer and vehicle
platform.

Mr. Simoncini added, "The investments we have made in both
business segments over the last several years will continue to
provide benefits and support growth greater than the overall
industry.  I am particularly pleased with the success of our
Electrical Power Management business, where we are achieving
record sales and improving margins."

Lear expects 2012 net sales of approximately $14.5 billion, core
operating earnings in the range of $745 to $785 million, adjusted
capital spending of approximately $435 million, free cash flow of
approximately $275 million and adjusted net income attributable to
Lear of $520 to $560 million.  For 2013, Lear expects net sales of
$15.0 to $15.5 billion, core operating earnings in the range of
$725 to $775 million, adjusted capital spending of approximately
$450 million, free cash flow of approximately $275 million and
adjusted net income attributable to Lear of $420 to $455 million.
Lear's financial outlook is based on forecasted global industry
vehicle production of 79 million units in 2012 and 81 million
units in 2013.  In addition, the Company expects margins to
improve in 2014 and 2015.

                      About Lear Corporation

Headquarters in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers
of automotive seating systems and electrical distribution and
power management systems. The Company's world-class products are
designed, engineered and manufactured by a diverse team of
approximately 75,000 employees at 205 facilities in 36 countries.
Lear's common shares are traded on the New York Stock Exchange
under the symbol [LEA].

Lear Corp. and its affiliates filed for Chapter 11 on July 7, 2009
(Bankr. S.D.N.Y. Case No. 09-14326).  Attorneys at Kirkland &
Ellis LLP, served as the Debtors' bankruptcy counsel.  In November
2009, Lear emerged from bankruptcy protection.


MF GLOBAL: Creditors Propose Liquidation Plan
---------------------------------------------
Unsecured creditors of MF Global Holdings Ltd on Thursday proposed
a liquidation plan that could pay the brokerage's former customers
in full, Nick Brown of Reuters reported.

The ad hoc group, led by distressed debt investors Silver Point
Capital, Knighthead Capital and Cyrus Capital Partners, filed the
proposal in U.S. Bankruptcy Court in Manhattan, saying former
traders who held accounts at the commodities broker could receive
full payback, while some unsecured bondholders of the MF parent
could recover as much as 42 percent of their claims, Reuters
pointed out.

MF Global declared bankruptcy in October 2011 after its exposure
to risky European sovereign debt spooked investors, the report
related.  The case became a political fire storm after federal
investigators discovered that money in customer trading funds had
gone missing in the collapse.

The proposed liquidation plan comes weeks after the MF parent and
two key affiliates settled billions of dollars in intercompany
claims, providing a clearer picture of what each unit will have at
its disposal to pay back creditors, Reuters pointed out.

According to Reuters, the group noted in its plan outline that
professionals working to liquidate MF's parent, broker-dealer and
UK units have billed roughly $200 million in fees so far.

Under the creditors' proposed plan, holders of about $1 billion in
unsecured bonds would receive between 12 and 42 percent in
recoveries, Reuters pointed out.  Lenders under a $1.2 billion
revolver, led by JPMorgan Chase & Co, would recover between 27 and
80 percent of their claims.  The group said in court papers those
estimates are conservative.

The ad hoc group believes customers would be paid in full within
three to six months, while other creditors would receive payouts
within one year, according to a source close to the matter,
Reuters said.

The outline of the plan is slated to go before Judge Martin Glenn
on Feb. 14, Reuters related.  If approved, the plan would go to
creditors for a vote.

The group that proposed the plan owns about 65 percent of the
roughly $2.2 billion in unsecured claims, so the plan already has
widespread support.

                       About MF Global

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

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

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

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

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

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


MF GLOBAL: CRT Analyst Stands Pat on 35% for Bondholders
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that either MF Global Holdings Ltd. plan proponents and an
analyst are overly pessimistic, or bond traders are paying about
twice what debt holders will recover through a Chapter 11 plan for
the parent of the commodity broker thrust into bankruptcy by a
$1.6 billion shortfall in customer funds.

The report recounts the bankruptcy plan filed late last week
predicts unsecured bondholders and unsecured creditors of the MF
Global parent holding company will recover 11.5% to 41.5% on
claims that could total as much as $2.37 billion.  Before
creditors took matters into their own hands by filing a plan, the
holding company's 6.25% senior unsecured bonds due 2016 last
traded on Jan. 10 at 64.425 cents on the dollar, or more than 50%
higher than the plan proponents high-end estimated recovery.

The plan proponents are not alone.  The "midcase" recovery for
holding company bondholders is 35%, according to Kevin Starke, a
managing director with CRT Capital Group LLC in Stamford,
Connecticut.  Mr. Starke said in an interview that he's standing
pat on predictions he made in a report in mid-December.  The plan
didn't scare traders either.  They are sticking to their guns, as
shown by the 6.25% bonds that traded at 3:04 p.m. on Jan. 11 for
64.438 cents.

According to the report, the creditors were entitled to file a
plan because the appointment of Louis Freeh as Chapter 11 trustee
for the parent automatically ended the company's exclusive right
to propose a plan.  Mr. Freeh is yet to submit a plan of his own.
The creditors are hoping the bankruptcy court in New York will
hold a confirmation hearing by the end of March for approval of
the plan.

To explain why traders have been willing to pay so much more for
the debt, Mr. Starke said, "Outside of the plan proponent group
which has done some real work, I have gotten the sense that other
people did much less work."

Analyzing the discrepancy between trading prices and recovery
estimates, Mr. Starke pointed out that the plan proponents didn't
take insurance and lawsuit recoveries into consideration in their
estimates.  Still, Mr. Starke believes it will be "difficult" for
lawsuits against former Chief Executive Jon Corzine and others to
move the recovery "up from 41.5 percent to something above the 61-
65 range the bond recently inhabited."

Mr. Starke calculates there must be $500 million in lawsuit
recoveries allocated to the holding company for the distribution
to reach the level of 60% to 65%.

Mr. Starke said that all of the plan proponents' predictions are
based on an assumption that customers at the MF Global brokerage
subsidiary will be paid in full, with a surplus remaining.  Mr.
Starke said in a report that he does "not share that view" because
there is a "substantial risk that the customer claims classes are
bigger than what the plan proponents have assumed."

                       About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Creditors Take Lead in Offering 1st Plan
---------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that MF Global
Holdings Ltd.?s general unsecured creditors on Thursday released
the first proposed liquidation plan in the fallen company?s
Chapter 11 proceedings, saying former customers' claims could be
paid in full.

The proposed plan for MF Global and its affiliates was put forward
by Citigroup Financial Products Inc., Silver Point Capital Fund
LP, Bluemountain Timberline Ltd., Caspian Capital Group LP,
Deutsche Bank Securities Inc. and Waterstone Capital Management
LP, among others, the report said.  The debtors have not submitted
submitted their own plan yet.

                       About MF Global

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

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

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

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

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

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


MF GLOBAL: Insurers Can Proceed with Appeal Over $141M Loss
-----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that great American
Insurance Co., Liberty Mutual Insurance Co. and several other
insurers can appeal part of a decision surrounding a $141 million
claim coverage action launched against MF Global Holdings Ltd.
before the brokerage filed for bankruptcy, a judge ruled Thursday.

U.S. Bankruptcy Judge Martin Glenn signed off on a lift of the
automatic stay in MF Global?s bankruptcy proceedings to allow the
appeal to proceed, the report added.

                       About MF Global

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

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

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

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

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

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


MODERN PLASTICS: Sale Hearing Moved to March 6; NPC Has Offer
-------------------------------------------------------------
Concerned for its property and company's operations, New Products
Corporation (NPC) is pointing to Harbor Shores' plans that date
back to 2005, showing residential and other development on its
land. Plans also reveal Harbor Shores' development on Modern
Plastics' property, the neighboring company that is now in
bankruptcy along with beachfront improvements adjacent to Benton
Harbor's water plant property.

"It's important for the public to be aware that the developers of
Harbor Shores have had a long term strategy to encroach and take
over our property and our neighbors in Benton Harbor," said Cheryl
Miller, NPC's president and CEO.  "If it can happen to us, it can
happen to anyone.  We refuse to be run over and forced to close
our manufacturing operations."

In September 2011, NPC filed a lawsuit against Harbor Shores and
developers of the Harbor Shores Golf Course for taking the
company's property without asking.  It is now part of the 18th
fairway.  This lawsuit is still pending in Berrien County Circuit
Court, as the parties engage in discovery.

More recently, NPC took action to help protect its own operations
and creditors of its neighbor Modern Plastics, which was forced to
close its doors in 2008 and file for bankruptcy.  When NPC, a
creditor of Modern Plastics, learned about the proposed bankruptcy
sale of Modern Plastics real estate on North Shore Drive to Harbor
Shores for only $25,000, NPC made a counter offer.

A bankruptcy court hearing date about the proposed sale that was
scheduled in Kalamazoo on Wednesday, January 9, 2013, has been
postponed until March 6, 2013.

"It's interesting that our attorney was only notified by the
bankruptcy trustee of the bankruptcy court hearing postponement
via email on Tuesday afternoon, January 8, with no reason given,"
added Ms. Miller.


MONITOR COMPANY: Deloitte Sale OK'd Over Objection to Releases
--------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a Delaware
bankruptcy judge gave his blessing Friday to consulting firm
Monitor Co. Group LP's $116.2 million sale to rival Deloitte
Consulting LLP, overruling creditors who protested that the deal
included improper protections from clawback litigation for Monitor
insiders.

After hours of witness testimony at a court hearing in Wilmington,
U.S. Bankruptcy Judge Christopher S. Sontchi signed off on the
deal, the report said.  Judge Sontchi agreed with Cambridge,
Mass.-based Monitor that the releases shielding its partners from
potentially $16 million in clawback claims, or avoidance actions,
were critical to the success of the sale, the report added.

Lance Duroni of BankruptcyLaw360 reported that unsecured creditors
of Monitor accused the bankrupt consulting firm of improperly
shielding insiders from clawback litigation through the planned
$116 million sale of the firm to rival Deloitte Consulting.

Under the deal, Deloitte contends it is buying avoidance claims
against Monitor?s officers, directors and partners worth
potentially $9 million, but the ploy essentially functions as a
grant of releases to Monitor insiders for which the estate is
receiving nothing, the company?s official committee of unsecured
creditors said in an objection filed with the Court, the report
cited.

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MOUNTAIN PROPERTY: Court Dismisses Chapter 11 Case
--------------------------------------------------
The U.S. Bankruptcy Court issued an order in October dismissing
the Chapter 11 case of Mountain Property Development, Inc.

Mountain Property Development, Inc., filed a bare-bones Chapter 11
petition (Bankr. N.D. Calif. Case No. 12-53090) in San Jose,
California, on April 24, 2012.  Los Gatos, California-based
Mountain Property estimated assets and debts of $10 million to
$50 million.  Principal assets are located in Steamboat Springs,
Colorado.  The Law Offices of James M. Sullivan serves as the
Debtor's counsel.  Judge Charles Novack presided over the case.


MS MARK SHALE: Trademarks of Retailer Fetch $19,000
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge presiding over the liquidation
of Chicago retailer Mark Shale held an auction in her courtroom
last week for the company's trademarks and trade names.  Before
the hearing, a 20% stockholder named Scott Baskin was offering
$10,000.  When the auction ended, competition from another
prospective buyer pushed the price to $19,000.  U.S. Bankruptcy
Judge Jacqueline P. Cox approved the sale to Mr. Baskin on Jan. 9.

                         About Mark Shale

Based in Woodridge, Illinois, MS Mark Shale, LLC, filed for
Chapter for Chapter 11 protection on Aug. 21, 2012 (Bankr. N.D.
Ill. Case No. 12-33041).  Judge Jacqueline P. Cox presides over
the case.  Steven B. Towbin, Esq., at Shaw Gussis et al.,
represents the Debtor.  The Debtor disclosed assets of
$3.2 million and liabilities of $5.5 million.

The bankruptcy in August was the second since 2009.  The new
bankruptcy was a liquidation from the outset.  Then operating
eight high-end men's and women's apparel stores, Mark Shale filed
for Chapter 11 reorganization in Chicago in March 2009.  The
existing owners along with others bought the business in a
bankruptcy sale.


MOUNTAIN LAUREL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mountain Laurel Shoppes LLC
        dba Mountain Laurel Inn and Shoppes
            Mountain Laurel Inn
        4801 Victoria Way #4J
        Pompano Beach, FL 33066

Bankruptcy Case No.: 13-10649

Chapter 11 Petition Date: January 11, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B Ray

Debtor's Counsel: Kenneth S. Rappaport, Esq.
                  RAPPAPORT OSBORNE & RAPPAPORT, PL
                  1300 N. Federal Highway #203
                  Boca Raton, FL 33432
                  Tel: (561) 368-2200
                  E-mail: rappaport@kennethrappaportlawoffice.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-10649.pdf

The petition was signed by Vincent A. Ferri, president of managing
member.


MSR RESORT: U.S. Government Objects to Bankruptcy Plan
------------------------------------------------------
The United States government has objected to a bankruptcy
reorganization plan that calls for the sale of MSR Resort hotel
group to a Singapore sovereign wealth fund, saying it is an
attempt to dodge taxes, Tanya Agrawal of Reuters reported.

The plan creates tax liabilities of $331 million with no recourse
for the Internal Revenue Service (IRS) to recover them, Preet
Bharara, U.S. attorney for the Southern District of New York, said
in an objection filed on Wednesday.

The U.S. Attorney also objected to MSR seeking an injunction that
bars the government from reviewing the tax consequences of the
plan.  According to the attorney, the U.S. government has not had
an opportunity to examine whether the plan is motivated solely to
avoid taxes, which would disqualify it.

Reuters related that the Government of Singapore Investment Corp
bid $1.5 billion for the hotels group, including the Arizona
Biltmore Resort & Spa in Phoenix and Grand Wailea Resorts Hotel &
Spa in Hawaii, in August.  The hotel group is owned by the hedge
fund Paulson & Co.

GIC is a sovereign wealth fund that manages Singapore's foreign
reserves and is a large real estate investor in the United States
and is a lender to MSR and made an offer shortly after the group
filed for bankruptcy protection, Reuters related.

The hedge fund, headed by John Paulson, bought the hotels from a
Morgan Stanley real estate fund in January 2011 and put them into
bankruptcy a month later, saying it planned to reorganize them,
the report added.

Morgan Stanley Real Estate purchased the five hotels and three
others in 2007 for about $4 billion.  The hotels filed with $2.2
billion in assets and $1.9 billion in debt.

The case is in Re: MSR Resort Golf Course, U.S. Bankruptcy Court,
Southern District of New York, No. 11-10372.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

In December 2012, Bankruptcy Judge Sean H. Lane signed off on MSR
Resort's disclosure statement, clearing the resort owner to begin
soliciting votes for its Chapter 11 plan following a recent
agreement to sell off its five-resort portfolio for $1.5 billion.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MSR RESORT: IRS Wants Plan Process Slowed, Asserts Tax Claim
------------------------------------------------------------
Joseph Checkler, writing for Dow Jones Newswires, reports that
Preet Bharara, U.S. Attorney for the Southern District of New
York, on behalf of the U.S. government, said in court papers MSR
Resort Golf Course LLC's plan to sell its resorts to the real-
estate arm of Singapore's sovereign wealth fund creates $331
million in tax liabilities that should be owed to the Internal
Revenue Service but can't be collected.

According to the report, Mr. Bharara said the resort group didn't
notify the IRS about the tax issue before a key "disclosure
statement" hearing, even though the resort group told a judge
otherwise.  Mr. Bharara asked Judge Sean H. Lane to postpone a
Jan. 15 hearing at which he will consider signing off on the
resorts' bankruptcy plan.  The U.S. attorney said MSR's attorneys
declined a similar request of adjourning that hearing.

MSR is selling four resorts to the Singapore fund, GIC RE, for
$1.5 billion.  In December, no one bid against Singapore at a
scheduled auction of the resort group's properties: Maui'sGrand
Wailea Resort Hotel & Spa, the La Quinta Resort & Club in La
Quinta, Calif.; the Arizona Biltmore in Phoenix; and the Claremont
in Berkeley, Calif.  The deal also includes the Great White
Course, a Greg Norman-designed golf course adjacent to the Doral
Golf Resort & Spa in Miami.

Dow Jones recounts the $1.5 billion deal includes a $1.1 billion
cash payment for the properties and $360 million in debt
forgiveness. The resort owner will pay 100% of the claims of
Hilton Worldwide and Marriott International Inc., which have
managed several of the resorts.  The owners of some of the
resorts' so-called "mezzanine" debt will get 100% of their money
back, while another tier of those lenders will get between 8% and
68%.

According to Dow Jones, Mr. Bharara said the documentation
surrounding the purchase agreement contains wording that would
stop the IRS from collecting on the taxes.

"Seeking such an injunction purporting to limit the IRS's ability
to pursue any liabilities stemming from the Purchase Agreement is
particularly disingenuous given that, at the same time, Debtors
concede that 'the law is unclear'" when multiple taxpayers are
involved, Mr. Bharara said, according to the report.  The sale
document also concedes the IRS could win if it goes after the
money.  Mr. Bharara argues that a bankruptcy judge does not have
the authority to decide on tax liabilities for any party other
than the one in bankruptcy.

Dow Jones also notes investment firm Five Mile Capital Partners
LLC, holder of a junior mezzanine debt, stands to recover none of
its money in the case, also said the tax liability could "infect"
the entire bankruptcy.  A spokesman for the resort group,
controlled by hedge-fund manager John Paulson, declined to
comment.

A company controlled by Donald Trump in June bought the Doral Golf
Resort & Spa in Miami from Paulson for $150 million.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

In December 2012, Bankruptcy Judge Sean H. Lane signed off on MSR
Resort's disclosure statement, clearing the resort owner to begin
soliciting votes for its Chapter 11 plan following a recent
agreement to sell off its five-resort portfolio for $1.5 billion.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MT. MORRIS MUTUAL: A.M. Best Hikes Fin'l Strength Rating From B
----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating (FSR) to
B+ (Good) from B (Fair) and the issuer credit rating (ICR) to
"bbb-" from "bb+" of Mt. Morris Mutual Insurance Company (MMIC)
(Coloma, WI).  The outlook for ICR has been revised to stable from
negative, while the outlook for the FSR is stable.

The rating actions reflect MMIC's improved risk-adjusted
capitalization, strengthened policyholders' surplus and operating
income, which resulted from a correction of a significant
accounting error relating to reinsurance recoverables.  The
ratings also reflect the company's positive operating performance
over the latest five-year period, which resulted from a steady
stream of investment income that offset underwriting losses.  MMIC
also benefits from a long-standing local market presence and
strong agency relationships, which have developed over the course
of its 137-year history.

The ratings reflect changes that MMIC's management has implemented
to its internal controls to obviate reoccurrence of this
accounting error.  Additionally, the company has implemented
several strategies designed to improve underwriting results,
including rate level adjustments, exposure mitigation activities
and more refined underwriting techniques.  Furthermore, MMIC has
revised its investment strategy to reduce its equity holdings in
an effort to insulate policyholders' surplus from future equity
market volatility.

Partly offsetting these positive rating factors are MMIC's
elevated underwriting and investment leverage, limited product
diversification and geographic concentration of risks in
Wisconsin.  This single-state concentration exposes the company to
competitive market conditions, frequent and severe weather-related
events and potential judicial and regulatory actions.


NAT'L EXCHANGE: Kreager Dodges CellTex's $2MM Malpractice Claim
---------------------------------------------------------------
A Texas appellate court on Friday said a cellphone tower siting
business is time-barred from suing its former law firm for claims
it improperly structured a real estate deal that was intended to
provide tax relief but cost the business $2 million when a holding
company went bankrupt, Jess Davis of BankruptcyLaw360 reports.

The Fourth Court of Appeals rejected CellTex Site Services Ltd.'s
arguments that its lawsuit against Kreager Law Firm and attorney
James S. Cheslock should be allowed to proceed under the so-called
Hughes doctrine, the report relates.

                   National Exchange Bankruptcy

CellTex hired Kreager and Cheslock to represent it in drafting an
agreement with National Exchange Service QI, Ltd. pertaining to a
1031 exchange. CellTex intended to sell a tract of real property
it owned, and a 1031 exchange would allow CellTex to defer the
payment of federal income taxes that otherwise would be due
following the sale. In order to conduct a 1031 exchange, the
proceeds from the sale must be placed with a qualified
intermediary until the proceeds are used to buy another tract of
real property within a specified time period. The purpose of the
agreement between CellTex and National Exchange was to set forth
the terms and conditions pursuant to which National Exchange would
serve as the qualified intermediary. One of those terms required
National Exchange to maintain insurance with regard to the sales
proceeds.

After approximately $2,000,000 in proceeds from the sale was
deposited with National Exchange in accordance with the agreement,
National Exchange went bankrupt, and National Exchange's
bond/insurance company denied CellTex's claim. As a result,
CellTex lost its money.

CellTex subsequently sued Kreager and Cheslock for legal
malpractice, alleging they failed to adequately structure the
transaction to protect CellTex's funds and failed to properly
analyze National Exchange's bond/insurance coverage. Kreager and
Cheslock moved for a traditional summary judgment based on
limitations. CellTex filed a response, raising the Hughes tolling
doctrine. The trial court granted summary judgment in favor of
Kreager and Cheslock.

The ruling is available at Leagle.com at http://is.gd/xnonsa


NATIONWIDE AMBULANCE: Case Summary & Creditors List
---------------------------------------------------
Debtor: Nationwide Ambulance Services, Inc.
        410 North Avenue East
        Cranford, NJ 07016

Bankruptcy Case No.: 13-10559

Chapter 11 Petition Date: January 11, 2013

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

Judge: Rosemary Gambardella

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: bfrost@teichgroh.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-10559.pdf

The petition was signed by Alex Ivchenko, president.


NNN 350 MAPLE: Files Schedules of Assets and Liabilities
--------------------------------------------------------
NNN 350 Maple 26 LLC filed its schedules of assets and liabilities
with the U.S. Bankruptcy Court for the Central District of
California, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $45,000,000
  B. Personal Property              $563,241
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $46,073,190
  E. Creditors Holding
     Unsecured Priority
     Claims                                          
  F. Creditors Holding
     Unsecured Non-priority                          $585,403
     Claims
                                 -----------      -----------
        TOTAL                    $45,563,241      $46,658,593

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presides over the case.
Darvy Mack Cohan Attorney at Law serves as the Debtor's counsel.


NORTEL NETWORKS: Reaches $67M Deal in Retiree Benefits Feud
-----------------------------------------------------------
Nortel Networks Inc. has reached a deal with thousands of its
retired employees that would allow the defunct telecommunications
giant to terminate their benefits in exchange for nearly $67
million, according to a motion filed Monday in Delaware bankruptcy
court, Jamie Santo of BankruptcyLaw360 reports.

The proposed settlement would tie up one of the final loose ends
in the company's protracted bankruptcy, a four-year period during
which Nortel sold off nearly all of its assets but had been unable
to reach terms with its retirees to consensually terminate their
benefit plans, according to the report.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-
10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

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

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

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


ODYSSEY DIVERSIFIED: US Trustee Objects to Confirmation of Plans
----------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21,
objected to the confirmation of Odyssey Diversified VI, LLC,
Odyssey Diversified VII, LLC, and Odyssey Diversified IX, LLC's
Plans of Reorganization, disclosing:

1. The Debtors must provide an evidentiary basis for the
exculpation of liability and/or release of, among others, Lawrence
W. Maxwell, Lawrence T. Maxwell, Robert L. Madden, William
Maloney, the Debtor's professionals, officers, and employees, and
Peter Munson (and his agents and representatives) from a variety
of claims.

2. The Debtors have failed to provide monthly operating reports to
the United States Trustee for October 2012.  Without this
information, the United States Trustee cannot accurately determine
whether the Debtor can meet the requirements of 11 U.S.C. Sections
1129(a)(11) and (7).

3. Paragraph 3.1.2 of the plans provides in part:

    So that the Distributions to the Noteholders are not diluted
    by the costs of the Bankruptcy Case, the Distributions
    required under Article 3.1.1 for Allowed Claims of
    Professionals, and the Distributions required under Article
    3.1.2 for the United States Trustee fees shall be funded by
    Maxwell or his Affiliate in an amount not to exceed $250,000
    in the aggregate for the Bankruptcy Case filed by the [above-
    styled Debtor entities].

The United States Trustee objects to the limited extent that this
provision could be interpreted to limit the Debtors' ongoing duty
to pay quarterly fees pursuant 28 U.S.C. Sec. 1930 and to the
extent that the funded amount is insufficient to pay quarterly
fees to the conclusion of the case.

         Objection Specific to Odyssey Diversified VII, LLC

The Debtor has failed to pay the quarterly fees owed to the United
States Trustee for the third quarter of 2012.  Debtor's failure to
pay fees indicates the Debtor's inability to remain current on its
current obligations and suggests a future inability to satisfy its
obligations under the plan, which would lead to the need for
liquidation or further reorganization.

                  Odyssey Diversified VI's Plan

The Plan provides for the continued operation of the Debtor as the
Reorganized Debtor.

Under Odyssey Diversified VI's Plan, Allowed Claims of Noteholders
in Class 2 will receive annual payments, if available, from a
fund, the source of which will be: (1) Causes of Action
Recoveries, if any, (2) the excess cash flow, if any, of business
operations of the Debtor Owned Entities.  Such payments, if
available, will be made annually until the earlier of: (a) the
disposal of all Debtor Owned Entities or (b) the fifth anniversary
of the Effective Date.  In addition, the Noteholders will receive
excess proceeds from the sales of the Debtor Owned Entities
occurring prior to the Maturity Date, after payment of underlying
debt service, taxes, closing costs, and amounts owed under the
Maxwell Line of Credit.

On or before the date that is 60 days after the Effective Date,
there will be a distribution of $500,000 to the Noteholders from
the Guarantor of Odyssey VI to be made partially from existing
funds, with the balance of the $500,000 payment to be funded from
an advance to the Guarantor of Odyssey VI by Maxwell or his
affiliate (the ?M Advance?).  Upon the sale of the property owned
by the Guarantor of Odyssey VI, the net proceeds from such sale,
less the M Advance, which will be repaid from the net proceeds,
will be paid to the Noteholders on or before the first day of the
month that is 30 months after the Effective Date.

Unsecured creditors in Class 3 will not receive any distributions
under the Plan unless and until there is adjudicated in such
Holder's favor a Final Order awarding an Allowed Claim against the
Debtor, in which case the Holder of such Claim will receive its
pro rata share of any distributions that are being paid to the
Noteholders in Class 2, with the exception of any payment to be
under under the Guaranty of Odyssey VI.

Equity Interests in Class 5 will not be affected by the Plan and
Members will retain their Equity Interests.  No distributions will
be made under the Plan on account of the Equity Interests.

A copy of Odyssey VI's Disclosure Statement is available at:

                   Odyssey Diversified VII's Plan

The Plan provides for the continued operation of the Debtor as the
Reorganized Debtor.

Under Odyssey Diversified VII's Plan, Allowed Claims of
Noteholders in Class 2 will receive annual payments, if available,
from a fund, the source of which will be: (1) Causes of Action
Recoveries, if any, (2) the excess cash flow, if any, of business
operations of the Debtor Owned Entities.  Such payments, if
available, will be made annually until the earlier of: (a) the
disposal of all Debtor Owned Entities or (b) the fifth anniversary
of the Effective Date.  In addition, the Noteholders will receive
excess proceeds from the sales of the Debtor Owned Entities
occurring prior to the Maturity Date, after payment of underlying
debt service, taxes, closing costs, and amounts owed under the
Maxwell Line of Credit.

On or before the date that is 60 days after the Effective Date,
conditioned upon the approval of the release and exculpation
provisions in the Plan and the dismissal with prejudice of the
Howard Action, the Indenture Trustee will release its lien and
distribute to the Noteholders the amount of $6,285,000, less
reasonable fees and costs, which represents all monies currently
held by the Indenture Trustee as security for his indemnification
rights under the Indenture Agreement.  The remaining amount of
$2.3 million owed by the Guarantor pursuant to the Guaranty of
Odyssey VII will be paid to the Noteholders on or before the date
that is sixty days after the Effective Date.

Unsecured creditors in Class 3 will not receive any distributions
under the Plan unless and until there is adjudicated in such
Holder's favor a Final Order awarding an Allowed Claim against the
Debtor, in which case the Holder of such Claim will receive its
pro rata share of any distributions that are being paid to the
Noteholders in Class 2, with the exception of any payment to be
under under the Guaranty of Odyssey VII.

Equity Interests in Class 5 will not be affected by the Plan and
Members will retain their Equity Interests.  No distributions will
be made under the Plan on account of the Equity Interests.

A copy of Odyssey VII's Disclosure Statement is available at:

                   Odyssey Diversified IX's Plan

The Plan provides for the continued operation of the Debtor as the
Reorganized Debtor.

Under Odyssey Diversified IX's Plan, Allowed Claims of Noteholders
in Class 2 will receive annual payments, if available, from a
fund, the source of which will be: (1) Causes of Action
Recoveries, if any, (2) the excess cash flow, if any, of business
operations of the Debtor Owned Entities.  Such payments, if
available, will be made annually until the earlier of: (a) the
disposal of all Debtor Owned Entities or (b) the fifth anniversary
of the Effective Date.  In addition, the Noteholders will receive
excess proceeds from the sales of the Debtor Owned Entities
occurring prior to the Maturity Date, after payment of underlying
debt service, taxes, closing costs, and amounts owed under the
Maxwell Line of Credit.

On or before the date that is 60 days after the Effective Date,
there will be a distribution to the Noteholders of the remaining
amounts due under the Guaranty of Odyssey IX in the amount of
$1,445,000, which are the net proceeds from the remaining property
of the Guarantor of Odyssey IX or its equivalent.

Unsecured creditors in Class 3 will not receive any distributions
under the Plan unless and until there is adjudicated in such
Holder's favor a Final Order awarding an Allowed Claim against the
Debtor, in which case the Holder of such Claim will receive its
pro rata share of any distributions that are being paid to the
Noteholders in Class 2, with the exception of any payment to be
under under the Guaranty of Odyssey IX.

Equity Interests in Class 5 will not be affected by the Plan and
Members will retain their Equity Interests.  No distributions will
be made under the Plan on account of the Equity Interests.

A copy of Odyssey IX's Disclosure Statement is available at:

                     About Odyssey Diversified

Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and
Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in
Tampa, Florida.  Edward J. Peterson. Esq., at Tampa, Florida,
serves as counsel to the Debtors.  Diversified VI disclosed $549
in total assets and $24,884,004 in total liabilities in its
schedules of assets and liabilities.

William Maloney of Bill Maloney Consulting serves as chief
restructuring officer for the Debtors.


OVERSEAS SHIPHOLDING: S&P Withdraws 'D' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Overseas Shipholding Group Inc. (OSG), including the
'D' corporate credit and issue ratings.

"The ratings withdrawal reflects a lack of timely financial
information from the company," said Standard & Poor's credit
analyst Funmi Afonja.  OSG's last public financial statements are
from the period ended June 30, 2012.  On Nov. 14, 2012, OSG filed
voluntary Chapter 11 bankruptcy protection for itself and
certain operating subsidiaries.

On Oct. 22, 2012, OSG filed an 8-K stating it is reviewing a tax
issue arising from the fact that the company is domiciled in the
U.S. and has substantial international operations, and relating to
the interpretation of certain provisions contained in the
company's loan agreements.  As a result of that continuing
process, OSG stated its previously issued financial statements for
the three years ended Dec. 31, 2011, and associated interim
periods for the quarters ended March 31 and June 30, 2012, should
no longer be relied upon.

"The '3' recovery rating on the company's senior unsecured debt,
indicating our expectation that lenders will receive a meaningful
(50%-70%) recovery in a payment default scenario, was unchanged
before we withdrew the rating because our recovery rating does not
take into account any potential tax liabilities that the company
may have.  As of June 30, 2012, the company had unrecognized
deferred U.S. income tax of approximately $770 million because of
undistributed earnings from shipping income of its foreign
subsidiaries or its less-than-50%-owned foreign shipping joint
ventures.  The recovery could fall into the 10% to 30% range
(corresponding with a '5' recovery rating) if actual tax liability
is consistent with the full amount of unrecognized deferred U.S.
income tax and if that liability is treated as a priority claim,"
S&P said.

New York City-based OSG is one of the world's leading liquid bulk
shipping companies.  As of June 30, 2012, the company operated a
fleet of 112 vessels (67 owned, 45 chartered-in), totaling about
10.7 million deadweight tons.


PATROIT COAL: Non-Union Retiree Committee Sought
------------------------------------------------
Patriot Coal's non-union retiree and creditor Harold Racer filed
with the U.S. Bankruptcy Court a motion seeking the appointment of
an official non-union retiree committee, BankruptcyData reported.

Mr. Racer, according to the report, states, "Without previously
notifying this Court, on our about December 17, 2012, Debtors sent
a mass mailing to all non-union retirees informing them that
Debtors would be seeking to unilaterally terminate all retiree
benefits. Inexplicably, Debtors failed to seeking the formation of
an Official Retiree Committee prior to or conetemporaneously [sic]
with notifying the affected retirees. Now that the Debtors have
publically [sic] announced their intest [sic] to terminate said
retiree benefits, a Retireee [sic] Committee must be formed as
required by Section 1114 without delay."

The Court scheduled a January 29, 2013 hearing on the matter.

                   About Patriot Coal

Patriot Coal Corporation -- http://www.patriotcoal.com/-- engages
in the mining, production, and sale of thermal coal primarily to
electricity generators in the eastern United States.  It has
operations and coal reserves in the Appalachia and the Illinois
Basin coal regions.  The Company is also involved in the
production of metallurgical quality coal and sells it to steel
mills and independent coke producers.  It is based in St. Louis,
Missouri.


PENSON WORLDWIDE: Ex-Securities Clearing Broker Files Bankruptcy
----------------------------------------------------------------
Plano, Texas-based Penson Worldwide Inc., a former securities
clearing broker that has since divested most of its operations,
filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-10061)
on Jan. 11, 2013.

According to Reuters, Penson Worldwide last year sold its futures
division to Knight Capital Group and its broker-deal subsidiary to
Apex Clearing.  The report relates teh Company said in court
filings it was unable to successfully streamline is business after
the asset sales.  It was also dogged by questions from the
Securities and Exchange Commission about its accounting and a
class action lawsuit by shareholders.

According to the report, the Company, which was founded in 1995,
said it expects to sell its only remaining operating business,
Nexa Technologies. Nexa develops and markets customizable
securities trading platforms.

The Company is represented by Pauline K. Morgan of Young Conaway
Stargatt & Taylor, the report said.

Beginning in 2009, the sputtering global economy and associated
decrease in trading volume hurt Penson?s commission and interest
revenues.

According to documents filed with the Court, "After months of good
faith and arm's length negotiations, on January 10, 2013, the
Debtors entered into a restructuring support agreement with the
members of the Senior Noteholders Committee and the Convertible
Noteholders Committee (collectively, the 'Consenting
Noteholders'), pursuant to which the Consenting Noteholders have
agreed, subject to certain terms and conditions, to support a
consensual orderly liquidation of Penson's business, and to vote
in favor of the Joint Liquidation Plan of Penson Worldwide, Inc.
and Its Affiliated Debtors (the 'Plan') filed on the Petition
Date, when solicited to do so. The Debtors have commenced these
cases to implement the terms of the Plan, which will result in the
liquidation of the Debtors' remaining businesses in a consensual
and orderly manner."

Plano, Texas-based Penson Worldwide estimated both assets and debt
between $100 million and $500 million in its Chapter 11 bankruptcy
petition.

                    About Penson Worldwide

Penson Worldwide, Inc. is a holding company incorporated in
Delaware, which conducts business through its wholly owned
subsidiary SAI Holdings, Inc.  Through its operating subsidiaries,
the Company provides securities and futures clearing services
including integrated trade execution, foreign exchange trading,
custody services, trade settlement, technology services, risk
management services, customer account processing and customized
data processing services.  The Company also participates in margin
lending and securities lending and borrowing transactions,
primarily to facilitate clearing and financing activities.


PLYMOUTH OIL: Can Use Cash Collateral Until March 1
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa
authorized Plymouth Oil Company, LLC, to use cash collateral of
Ryan Lake, Steve Vande Brake, Arlon Sandbulte, Dirk Dorn, and Iowa
Corn Opportunities, LLC (the ?Bridge Lenders?), and of Iowa
Prairie Bank, Iowa Corn Processors, L.C., and FWS Industrial
Projects, USA Inc., through and including March 1, 2013, to fund
critical operations and the administration of the Chapter 11 case.

As adequate protection. the Secured Creditors are granted: (a)
security interests and replacement liens in the Secured Creditors'
collateral in accordance with the existing priorities between the
Secured Creditors, including accounts receivable, contract rights
and deposit accounts; and (b) allowed administrative claims under
Sections 503(b)(1), 507(a), and 507(b) of the Bankruptcy
Code.  The Replacement Liens and the Adequate Protection Claims
will (i) be subject and subordinate to the Carve-Out (for fees and
expenses of the Debtor's and Creditor's Committee attorneys as
well as U.S. Trustee and Bankruptcy Court fees), (ii) not extend
to claims and causes of action under Sections 544, 545, 546, 547,
548, 549 or 550 of the Bankruptcy Code or the related proceeds,
and (iii) will not extend or apply to any products provided by C&N
Ethanol Marketing, LLC, pursuant to the Feedstock Agreement.

The Debtor will receive equity investments from an undisclosed
investor $100,000 on or before Jan. 11, 2013, and $100,000 on or
before Feb. 11, 2013.  Such equity investments will be placed in
Debtor's general operating account, and will constitute a portion
of the Secured Creditors' cash collateral.  In the event that any
of the equity investments are not made, the Secured Creditors may
request that the Court terminate this Order.

As as additional adequate protection, the Debtor will pay $20,000
on Dec. 20, 2012, $30,000 on Jan. 25, 2013, and $50,000 on
Feb. 25, 2013, to the Bridge Lenders, which sums will be allocated
amongst the Bridge Lenders on a pro-rata basis and applied to the
outstanding balances of each of their respective
loans to Plymouth Oil.  The Debtor will also set aside an amount
equivalent to 1/12th of the annual real estate taxes in a separate
cash collateral account for each of the months of November,
December and January, which set asides will be made by the Debtor
on or before Jan. 31, 2013.  In the event this case is converted
to a Chapter 7 case or if a Chapter 11 trustee is appointed, such
funds initially set aside for the purpose of paying annual real
estate taxes, will be paid to the Bridge Lenders.

The Bridge Lenders, which have a pre-petition first priority
security interest in the Debtor's cash, accounts receivable and
inventory, have asked the Court to vacate its cash collateral
order.  The Bridge Lenders disclose that, according to the
Debtor's counsel, the initial cash injection of $100,000 that was
supposed to be made by Dec. 3, 2012, was not timely made, and
there is no current commitment from any investor for injection of
a total of $300,000.  In addition, the Debtor has not timely
provided the Bridge Lenders with their weekly cash flow report for
the week ending December 2.

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- has a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, LLC started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant has the capability of pumping out 90 tons
of corn oil each day and about 300 tons of DCGM (defatted corn
germ meal) daily, which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., at Brown Winick Graves Gross Baskerville &
Schoenebaum, P.L.C., serves as the Debtor's counsel.  The petition
was signed by David P. Hoffman, president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.




POSITIVEID CORP: CEO Touts License Agreement with Boeing
--------------------------------------------------------
PositiveID Corporation conducted an audio interview with
SmallCapVoice.com, Inc., a financial communications and investor
relations firm.

PositiveID has entered into a license agreement and a teaming
agreement with The Boeing Company, including a license fee to
PositiveID of $2.5 million.  The license agreement provides Boeing
the exclusive license to manufacture and sell PositiveID's M-BAND
(Microfluidics-based Bioagent Networked Detector) airborne bio-
threat detector for the U.S. Department of Homeland Security's
BioWatch Generation 3 opportunity, as well as other opportunities
(government or commercial) that may arise in the North American
market.

In the said interview, Chairman and CEO Bill Caragol, talked about
the importance of the license agreement.

"As a smaller technology and development company, it was important
for us to be able to team with a real world-class, Fortune 50
company like Boeing, who has experience in government markets in
Department of Defense as well as Department of Homeland Security,
to be able to do the type of large implementation and project
management necessary to take the technology and the product that
we've developed and be able to implement it successfully for our
customer, the Department of Homeland Security."

The audio transcript is available at http://is.gd/xvEjKg

A copy of the investor presentation is available at:

                        http://is.gd/bFiXbU

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$2.69 million in total assets, $6.23 million in total liabilities,
and a $3.54 million total stockholders' deficit.


POSITIVEID CORP: CEO, Directors Get 29MM Restricted Stock Awards
----------------------------------------------------------------
The compensation committee of the Board of Directors of PositiveID
Corporation granted an aggregate of 29,450,000 shares of
restricted common stock to its chief executive officer, directors
and certain other employees.  The Restricted Stock was issued to
compensate officers, management, the Board and all employees for
(1) performance based incentive compensation for 2012 and (2) the
annual Board grant of restricted shares as an element of their
2013 compensation.  The Company did not receive any cash proceeds
from the grants.

William J. Caragol, was granted 10,000,000 shares of Restricted
Stock for performance in 2012 as the Company's CEO.

In connection with the awards of Restricted Stock, each of the
recipients entered into a Restricted Stock Award Agreement with
the Company.  With respect to each grant, the shares vest on
Jan. 1, 2016.

On Jan. 8, 2013, the Compensation Committee of the Company agreed
to satisfy certain contractual obligations totaling $300,000 under
the First Amendment to Employment and Non-Compete Agreement, dated
Dec. 7, 2011, between the Company and Mr. through the issuance of
18,472,907 shares of common stock from the Company's authorized
and unissued shares to Mr. Caragol.  The Restricted Stock was
issued at a 25% premium to the closing bid price of the Company's
common stock on Jan. 8, 2012.  The Contractual Obligations Stock,
which settles a past due cash obligation of the Company, vests in
full on Jan. 1, 2016.

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$2.69 million in total assets, $6.23 million in total liabilities,
and a $3.54 million total stockholders' deficit.


PREMIER NW INVESTMENT: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Premier NW Investment Hotels, LLC
        13023 NE Highway 99, Suite 7
        Vancouver, WA 98686

Bankruptcy Case No.: 13-40188

Chapter 11 Petition Date: January 11, 2013

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: John D. Nellor, Esq.
                  J. D. NELLOR, PC
                  Park Tower One
                  201 N.E. Park Plaza Drive, Suite 202
                  Vancouver, WA 98684
                  Tel: (360) 816-2241
                  E-mail: jd@nellorlaw.com

Scheduled Assets: $6,741,688

Scheduled Liabilities: $4,436,617

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wawb13-40188.pdf

The petition was signed by Michael J. DeFrees, member.


PRESSURE BIOSCIENCES: Shares Struve Securities Purchase Pact
------------------------------------------------------------
Pressure Biosciences, Inc., amended its current report on Form
8-K/A filed with the Securities and Exchange Commission on Jan. 4,
2013.  The amendment was filed solely to include the information
required by Item 3.02 and to include Exhibit 3.1 (both of which
were inadvertently omitted from the Original Filing), and to make
typographical corrections.  No other changes are being made to the
Original Filing.

On Dec. 28, 2012, Pressure BioSciences entered into a Securities
Purchase and Exchange Agreement with Clayton A. Struve, pursuant
to which the Company agreed to exchange an aggregate of 10,000
shares of a newly created series of preferred stock, designated
Series H Convertible Preferred Stock, par value $0.01 per share
for 1,000,000 shares of the Company's common stock, par value
$0.01 per share held by Mr. Struve in a non-cash transaction.  Mr.
Struve originally purchased the common stock from the Company for
$0.8025 per share.  The closing price of the common stock on the
date of the exchange was $0.24.

Item 3.02 Unregistered Sales of Equity Securities

  "The sale of the shares of Series H Convertible Preferred Stock
   described in Item 1.01 of this Current Report on Form 8-K were
   issued and sold in a private placement without registration
   under the Securities Act, in reliance upon the exemption from
   registration set forth in Rule 506 of Regulation D ("Regulation
   D") promulgated under the Securities Act of 1933, as amended
  (the "Securities Act").  The Company based such reliance upon
   representations made by the purchaser of the shares, including,
   but not limited to, representations as to the purchaser's
   status as an "accredited investor" (as defined in Rule 501(a)
   under Regulation D) and the purchaser's investment intent.  The
   shares of Series H Convertible Preferred Stock were not offered
   or sold by any form of general solicitation or general
   advertising (as such terms are used in Rule 502 under
   Regulation D).  The shares of Series H Convertible Preferred
   Stock may not be re-offered or sold absent an effective
   registration statement or an exemption from the registration
   requirements under applicable federal and state securities
   laws.  The information in Item 1.01 of this Current Report on
   Form 8-K is incorporated herein by this reference."

A copy of the Securities Purchase Agreement is available at:

                        http://is.gd/zNgufI

                     About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

As reported by the Troubled Company Reporter on March 2, 2012,
Boston-based Marcum LLP, expressed substantial doubt about
Pressure Biosciences' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has had
recurring net losses and continues to experience negative cash
flows from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$1.91 million in total assets, $2.64 million in total liabilities
and a $730,839 total stockholders' deficit.


RADIAN GROUP: Unit Completes Commutation of Reinsurance Portfolio
-----------------------------------------------------------------
Radian Group Inc. on Jan. 14 disclosed that on January 9, 2013,
its financial guaranty insurance subsidiary, Radian Asset
Assurance Inc., completed the commutation of its remaining
reinsurance risk from Financial Guaranty Insurance Company (FGIC).
As previously reported when the companies entered into the
agreement, the outstanding par reinsured by Radian Asset from FGIC
was $827 million as of September 30, 2012.

Radian Asset made the expected commutation payment of $52.4
million to FGIC following approval of the transaction by the
Supreme Court of the State of New York.  This payment primarily
represents existing loss reserves and unearned premium reserves
for the portfolio, and therefore will not have a material impact
on Radian's consolidated financial statements or Radian Asset's
statutory capital position.  The commuted portfolio represents 13
percent of Radian Asset's total reinsurance exposure as of
September 30, 2012.

"We continue to make important strides in reducing Radian's
financial guaranty exposure, including many of the riskiest
segments of the portfolio," stated Chief Executive Officer S.A.
Ibrahim.  "We are pleased to successfully complete this latest
transaction, which reduces our total reinsurance portfolio by 13
percent and supports our company's capital management strategy."

                           About Radian

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz/-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.


RESIDENTIAL CAPITAL: US May Object to Proposed $130M Mortgage Sale
------------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that U.S. Attorney
Preet Bharara told a New York bankruptcy court Thursday that the
government may object to a proposal by bankrupt Residential
Capital LLC to auction off $130 million worth of loans insured by
the Federal Housing Administration, saying such a sale may
extinguish its debt setoff rights tied to the loans.

The government held short of objecting to the proposed auction but
said it was reviewing the proposed sale to see if the auction
stifles its practice of withholding FHA insurance payments on the
government-guaranteed mortgages, the report added.

                     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.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of
$2.91 billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

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).


RESPONSE BIOMEDICAL: Expands U.S. Distribution for RAMP Products
----------------------------------------------------------------
Response Biomedical Corp. has entered into a distribution
agreement with Laboratory Supply Company, Inc. (LABSCO), a leading
distributor of innovative diagnostic technologies and laboratory
products to hospitals, physician office laboratories and alternate
healthcare settings with principal offices in Louisville, KY, USA,
to distribute its Cardiovascular portfolio of RAMP products in the
U.S. exclusively to hospitals with less than 150 beds.

The U.S. Point of Care Testing (POCT) market is projected to be
approximately $3.1B in 2013, representing the second largest In
Vitro Diagnostic (IVD) category in the U.S.  It is expected to
continue to grow at 7.0% per year over the next several years.

The distribution agreement was entered into between Response
Biomedical's newly formed, wholly owned U.S. subsidiary Response
Point of Care Inc. and LABSCO for an initial term of three years
and is renewable annually thereafter upon mutual agreement.
LABSCO will initially market Response's cardiovascular POC test
panels on the RAMP Reader in all settings and on the RAMP 200
reader in laboratory settings.  Response will continue to market
the cardiovascular POC test panel on both the RAMP 200 reader and
RAMP Reader outside the US, and the RAMP Flu A+B Assay and RAMP
RSV Assay on the RAMP 200 reader globally where approved for sale
by relevant regulatory authorities.

"This is a very important agreement for Response as it marks a
significant step into the U.S. market for POCT in the
cardiovascular arena which is one of the largest markets in the
world.  The RAMP technology has been extremely well-received
globally and we look forward to expanding this acceptance to U.S.
based hospitals and laboratories.  We believe that LABSCO has the
experience and reputation to maximize our efforts to gain traction
and to help us penetrate a market that we believe will greatly
enhance our growth in the near term and beyond," commented Tim
Shannon, Senior Vice President of World Wide Sales and Marketing
for Response Biomedical Corp.

The RAMP enabling platform is a portable scanning fluorescence
quantitative analysis platform for near patient testing that
enables rapid and robust quantitative results.  The platform
includes easy software upgrades, data management capabilities and
unique interface options.  The RAMP Reader features a small
footprint and attractive ease of use for moderate throughput
settings.  The RAMP 200 Reader has innovative design features,
including the multi-port capability to run up to 12 tests per hour
on one module and up to 36 tests per hour, using three modules.
This allows tests to be run on multiple patients simultaneously or
multiple assays to be run for one patient.  More information on
the proprietary RAMP technology can be found at
www.responsebio.com.

"Our new agreement with Response Biomedical is very exciting.
LABSCO is in a strong strategic position to reach out to hospitals
of under 150 beds, regional reference labs and physician labs on
behalf of our important new partner," says Hank Struik, chairman
and chief executive officer of LABSCO.  "With our team of
laboratory experts and specialists, we look forward to advancing
the representation of Response Biomedical's cardiac markers in an
ever-changing, competitive market."

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

As reported in the TCR on April 4, 2012, Ernst & Young LLP, in
Vancouver, Canada, expressed substantial doubt about Response
Biomedical's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted of the Company's recurring losses from
operations.

The Company's balance sheet at Sept. 30, 2012, showed
C$15.4 million in total assets, C$15.9 million in total
liabilities, and a stockholders' deficit of C$494,962.

The Company has sustained continuing losses since its formation
and at Sept. 30, 2012, had a deficit of C$112.9 million and for
the nine month period ended Sept. 30, 2012, incurred negative cash
flows from operations of C$4.1 million compared to C$2.3 million
in the same period in 2011.  Also, the Company had a C$3.4 million
decrease in working capital, net of the warrant liability.  "These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."


RG STEEL: PJM Can Apply Cash Collateral to Prepetition Claim
------------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to authorize and approve the stipulation
among Debtor RG Steel Sparrows Point, LLC, PJM Interconnection
L.L.C. and PJM Settlement, Inc.

Pursuant to the operating agreement, reliability assurance
agreement, and the provisions of the PJM Open Access Transmission
Tariff, PJMS holds cash collateral in the amount of $3,885,684, to
secure RG Steel's payment obligations under the PJM Agreements.
RG Sparrows's outstanding prepetition obligations to PJMS under
the PJM Agreements, the OATT and otherwise, totaled $1,222,091 in
the aggregate.  Due to the potential applicability of the
automatic stay of section 362 of the Bankruptcy Code, PJMS has not
applied the cash collateral to the prepetition claim.

Pursuant to the terms of the stipulation, the parties agreed to
permit the cash collateral to be applied to the prepetition claim
and the return of excess cash collateral.  The remaining material
terms of the stipulation are summarized as:

   a) On the effective date, the PJM Parties will be authorized to
apply the cash collateral to the prepetition claim, the automatic
stay of Section 362 of the Bankruptcy Code will be deemed modified
to the extent necessary to permit the PJM Parties to effect the
cash collateral application.

   b) No later than two business days after the effective date,
the PJM Parties will return cash collateral in the amount of
$2,463,592 to RG Sparrows.

   c) The PJM Parties will retain cash collateral in the amount of
$200,000 as security for any Remaining Obligations of RG Sparrows
to the PJM Parties.  Beginning on Jan. 31, 2013, and approximately
every 90 days thereafter, the parties will cooperate in good faith
to determine the amount of cash collateral reasonably necessary to
secure RG Sparrows' remaining obligations to the PJM Parties.

   d) Upon the cash collateral application: (a) Claim No. 1909,
filed by PJMS, will be deemed reduced by the amount of the Cash
Collateral Application; and (b) Claim No. 1916, filed by PJMS,
will be disallowed and expunged.

   e) The stipulation would permit the PJM Parties from time to
time to setoff or recoup obligations due to the PJM Parties from
RG Sparrows under the PJM Agreements, including without
limitation, the remaining obligations, against any obligations due
from the PJM Parties to RG Sparrows, and will lift the automatic
stay to the extent necessary to effect such setoffs or
recoupments.

   f) The Stipulation will be effective upon the date on which
both of these conditions are satisfied: (a) the stipulation will
have been executed by each party; and (b) the Bankruptcy Court
will have entered an order approving the stipulation.

The Debtors note that parties as counsels for the Committee, agent
for their second lien lenders, and Renco Group, Inc., the Debtors'
third lien lender, do not object to the relief requested.

A hearing on Jan. 15, 2013, at 10 a.m. has been set.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Signs Settlement with RCC and Gooder-Henrichsen
---------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authorization to enter into a
Settlement Agreement by and among RCC Fabricators, Inc., RG Steel
Wheeling, LLC, a/k/a Wheeling Corrugating Company ("WC"), and
Falpeg Capital, LLC, d/b/a Gooder-Henrichsen Company ("GH").

Prior to the Petition Date, RCC, a steel fabricator, purchased
steel joists and steel decking from WC for use in the Toms River
Parking Garage Project in New Jersey.  WC sourced the steel joists
from GH.  These transactions, as of the Petition Date, resulted in
two outstanding invoices.  RCC owed a total of $153,470 to WC for
the steel joists and steel decking (the "WC Receivable"), and
Wheeling owed $115,230.00 to GH for the steel joists (the "GH
Receivable").

Following the Petition Date, RCC became concerned about GH's
potential ability to assert a lien on the Toms River Project for
non-payment for the steel joists, and refused to pay the full
amount of the WC Receivable to WC, because WC indicated that it
might need Court authority to satisfy the prepetition GH
Receivable.  Instead, RCC proposed to pay WC the difference
between the Receivables, and pay the GH Receivable directly to GH.
However, WC expressed concerns over the propriety of RCC's
proposal given applicable provisions of the Bankruptcy Code.

On June 22, 2012, in an effort to collect the GH Receivable, GH
served notice on the Township of Toms River and Hall Building,
Corp., the contractor for the Toms River Project, that GH claimed
a lien on any money, bonds or warrants due or to become due to
Hall on account of the unpaid GH Receivable.

The Settlement Agreement allows the estates to promptly collect
the difference between the Receivables, and authorizes RCC to pay
GH directly the amount it is owed, less a $13,096 credit to RCC as
reimbursement for costs and fees incurred by reason of the GH
Lien.

A copy of Settlement Agreement is available at:

           http://bankrupt.com/misc/rgsteel.doc1578.pdf

                           About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RIVER CANYON: Plan Solicitation Exclusivity Ends April 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado extended
until April 30, 2013, River Canyon Real Estate Investments, LLC's
exclusive period to solicit acceptances for the proposed Plan of
Reorganization.

The Debtor filed its Plan on Sept. 20, 2012, within 120 days after
the Petition Date.  The Debtor will maintain the exclusive right
to propose a plan during the period.

The Debtor has addressed the limited objection filed by United
Water and Sanitation District through negotiation of the terms of
the order.

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At Beal Bank's behest, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors 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.


RIVER CANYON: Exit Loans, Income to Fund Plan Payments
------------------------------------------------------
According to the disclosure statement explaining River Canyon Real
Estate Investments, LLC's First Amended Plan dated Nov. 28, 2012,
to ensure feasibility and provide for payment of all Effective
Date obligations under the Plan, the Debtor is pursuing exit
financing opportunities.  The Debtor will provide proof of the
financing and its ability to perform under the Plan, including
funding all obligations that will come due on the Effective Date
of the Plan, at least 30 days prior to the confirmation hearing.

In addition, future payments and distributions under the Plan will
be funded by a combination of operating income and exit financing.
The Debtor anticipates that operating income will increase after
the Effective Date and the many issues that have been negatively
impacting marketability of the lots are resolved.

The Debtor also anticipates the sale of The Golf Club at Ravenna
and all attendant property, including the lots comprising the golf
course.  Finding a buyer for the golf club would likely result in
the construction of a clubhouse much sooner than could be
accomplished by the Debtor.  The Debtor also intends to obtain
approval of minor zoning modifications to the development to
increase revenues.  The project is currently zoned for 243 lots
and a total of 249 dwelling units.  However, 23 lots in one of the
project neighborhoods -- Corda Bella -- are zoned for duplex
construction.

In the long term, the Debtor intends to amend its master plan to
allow for a density of 315 dwelling units.  The Debtor believes
that obtaining authority to sell duplex lots will be a win-win
proposition because the price point is significantly lower,
resulting in a much larger pool of potential purchasers, and
because the increase in density will increase the tax base.

With respect to the approximately $680,000 in membership deposits,
the Debtor will turnover the monies to any purchaser of The Golf
Club at Ravenna provided the purchaser is bound to the same
requirement of constructing a clubhouse.  In the event The Golf
Club at Ravenna is not sold, the Debtor will hold the funds until
a clubhouse is constructed.

Under the Plan, general unsecured creditors, with claims expected
to total $46.8 million, will each receive a pro rata distribution
in the amount of 5% of the holder's claim.  Distributions will be
made in three equal annual installment payments beginning on the
Effective Date.  If the claims total $46.8 million, the 5% payment
will equal $2,340,000 and the annual payments will be in the
amount of $780,000.

All interests in the Debtor will be canceled upon the Effective
Date.  On the Effective Date, 100% of the membership interests in
the Reorganized Debtor will be issued to Lazarus Investments, LLC
in full satisfaction of the Debtor's repayment obligations under
the debtor-in-possession financing agreement approved by the
Bankruptcy Court.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/RIVER_CANYON_ds_1amended.pdf

                   About River Canyon Real Estate

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At Beal Bank's behest, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors 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.


ROBERT T. KOGER: $22.8-Mil. Default Judgment Vacated by Court
-------------------------------------------------------------
The Maryland District Court in Montgomery County has vacated a
$22.8 million default judgment against Robert T. Koger and
Molinaro Koger (MK) that was awarded to Host Hotels & Resorts in
July 2012 for a discovery sanction.  The judgment was vacated as
part of a settlement between the Host entities and the Koger
entities in which Host received $1.55 million in insurance
coverage proceeds under an Errors & Omission Insurance Policy.
There was no other monetary or any other consideration to the
settlement.

In addition, Host, Koger and Molinaro Koger all agreed to
discharge any claims, demands or liabilities related to the
dispute through the settlement date.  The arm's-length agreement
states that nothing contained in the settlement shall be deemed
that any party has breached any obligation or engaged in any
wrongdoing or misconduct.


SAAB AUTOMOBILE: Launches Saab Secure Program for Vehicle Owners
----------------------------------------------------------------
Saab Automobile Parts North America (SPNA) on Jan. 10 announced
its Saab Secure program.  The program was developed to support
those 2010 and 2011 model year Saab owners left without warranty
coverage due to the bankruptcy of Saab Automobile AB in Sweden.

All 2010 and 2011 model year Saab vehicle owners are eligible to
come in for a no charge initial oil change and service, which
includes BG Products, Inc. engine oil additives.  This service
initiates the Limited Lifetime Protection Plan backed by BG.  As
long as the owner continues to service their vehicle within the
required intervals and at a Saab Official Service Center, the
protection plan will continue for the life of the vehicle.

In addition to the Limited Lifetime BG Protection Plan, Saab
Secure will offer 2010 and 2011 model year vehicles, with up to
70,000 miles, a menu of Saab Secure vehicle service contracts that
provide extended coverage levels and terms at affordable prices.
Coverage is available from Basic Care powertrain coverage to
Premier Care comprehensive component coverage, and is available in
terms from 1 to 5 years from the date of contract purchase.  These
products are being launched in partnership with Pablo Creek
Services, Inc.

"Just over a year ago the news was not good.  Saab owners in North
America and globally had just learned of the bankruptcy of one of
the world's most cherished automobile brands," said Tim Colbeck,
President and CEO of SPNA.  "Today they are hearing some good news
about parts, service and vehicle coverage.  It is news Saab owners
and the Saab network deserve, and I'm pleased to announce our new
programs and partner companies, who are all committed to serving
Saab owners in North America."

Today's news follows the announcement last month that SPNA and GM
entered into a Warranty Services Agreement that authorizes SPNA to
provide warranty administration and related services through
SPNA's network of Warranty Service Providers for model year 2009
and prior Saab vehicles still covered under the GM limited
warranty.

The Saab Secure program launch marks the culmination of a busy
startup period for SPNA.  In the spring of 2012, Saab Automobile
Parts AB in Sweden established SPNA as its North American
subsidiary.  In early June 2012, SPNA purchased the remaining
parts inventory from the Saab Cars bankruptcy estate and began
operations in North America. Since then, SPNA has:

-- Established a network of 179 Official Service Centers in the US
and Canada.

-- Returned availability of Saab parts back to the high levels
that existed prior to the Saab Automobile AB bankruptcy.

-- Entered into an agreement with General Motors to administer
warranty services on 2009 and prior model years, providing a
seamless warranty experience for those Saab owners.

-- Launched the Saab Secure program to support owners of 2010 and
2011 Saab models.

-- Launched a North America Technical Assistance Center to provide
technical help for Saab Service Centers in providing high quality
repairs for Saab owners.

-- Launched a North America Customer Assistance Center on January
7, 2013 to support all Saab customers in North America needing
assistance with inquiries about parts, accessories, service and
technical support.

-- Launched a new SPNA website, Saab.com and Facebook page
www.facebook.com/Saab to share up to date information about the
company, service facilities and current promotions.

"The company has been working hard to build an infrastructure for
the future.  It's great that we are now able to launch these new
programs, providing added support to Saab owners and the Saab
service network.  We want to keep Saab cars and owners on the road
well into the future," Mr. Colbeck concluded.

            About Saab Automobile Parts North America

Saab Automobile Parts North America was founded to ensure Saab
owners in North America are supported with Genuine Parts,
Accessories, Technical Support and Repair Service for years to
come. SPNA is a DBA for North America Distribution Services, a new
company, separate and independent from the Saab Automobile
companies that entered bankruptcy in 2011 and 2012.

The company is headquartered in suburban Detroit, Michigan; and
operates a 153,000 square foot parts warehouse in Allentown,
Pennsylvania.  There are approximately 40 employees and
contractors in the company.

Ownership

SPNA is a wholly owned subsidiary of Saab Automobile Parts AB, a
global spare parts and logistics company, headquartered in Sweden.
Saab Automobile Parts AB in Sweden was part of the Saab Cars
family of companies.  However, unlike Saab Automobile AB, Saab
Automobile Parts AB did not enter bankruptcy.  The company's
shares are now fully owned by the Swedish government, who recently
formalized their ownership interest.  The company has been placed
with the Ministry of Finance which currently runs about 36
companies out of the 55 companies wholly or partly owned by the
Swedish government.  The government has stated their intention is
to be a stable owner and develop the company further.

Network

SPNA currently has 179 Official Service Centers throughout North
America, many of whom are former Saab dealers. The network
continues to expand as the company identifies areas where Saab
owners could use more support.  A full listing of Saab Official
Service and Parts Centers is available on Saab.com.

Products and Services

SPNA is the exclusive authorized distributor to the North American
market of the full line of Genuine Saab Parts and Accessories.  In
addition, they are the exclusive provider of Genuine Saab Service
through its network of Saab Official Service and Parts Centers.

           About Saab Automobile AB and Saab Cars N.A.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab halted production in March 2011 when it ran out of
cash to pay its component providers.  On Dec. 19, 2011, Saab
Automobile AB, Saab Automobile Tools AB and Saab Powertain AB
filed for bankruptcy after running out of cash.

Some of Saab's assets were sold to National Electric Vehicle
Sweden AB, a Chinese-Japanese backed start-up that plans to make
an electric car using Saab Automobile's former factory, tools and
designs.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling US$1.2
million on account of "unpaid warranty and incentive
reimbursement and related obligations" or "parts and warranty
reimbursement."  Leonard A. Bellavia, Esq., at Bellavia Gentile &
Associates, in New York, signed the Chapter 11 petition on behalf
of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December
an outside administrator, McTevia & Associates, to run the
company as part of a plan to avoid immediate liquidation
following its parent company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.

Donlin, Recano & Company, Inc., was retained as claims and
noticing agent to Saab Cars NA in the Chapter 11 case.

On March 9, 2012, the U.S. Trustee formed an official Committee
of Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SCHOOL SPECIALTY: Zazove Associates Holds 12.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Zazove Associates, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
2,743,591 shares of common stock of School Specialty Inc.
representing 12.51% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/SSdyRq

                      About School Specialty

School Specialty is a leading education company that provides
innovative and proprietary products, programs and services to help
educators engage and inspire students of all ages and abilities to
learn.  The company designs, develops, and provides preK-12
educators with the latest and very best curriculum, supplemental
learning resources, and school supplies.  Working in collaboration
with educators, School Specialty reaches beyond the scope of
textbooks to help teachers, guidance counselors and school
administrators ensure that every student reaches his or her full
potential.

School Specialty's balance sheet at Oct. 27, 2012, showed $494.52
million in total assets, $394.58 million in total liabilities and
$99.93 million in total shareholders' equity.

School Specialty and its subsidiaries entered into two forbearance
agreements with their lenders following events of default.  Under
both Forbearance Agreements, the lenders agreed to forbear from
exercising their rights and remedies under the credit agreements
until Feb. 1, 2013.


SEDONA DEVELOPMENT: Feb. 5 Hearing on Adequacy of Plan Outline
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on Feb. 5, 2013, at 11 a.m., to consider adequacy of the
Disclosure Statement explaining the Plan of Reorganization dated
Dec. 3, 2012, proposed by debtors Sedona Development Partners,
LLC; and The Club at Seven Canyons, LLC, with lender Specialty
Mortgage Corp.

Specialty Mortgage is primary prepetition lender and serves as
loan servicer pursuant to that certain Master Loan Participation
and Servicing Agreement on behalf of the Specialty Mortgage loan
participants or their designees.

The Debtors have filed a Joint Plan with Specialty Mortgage after
months of both the Debtors and Specialty Mortgage proffering
individual, competing plans.  The Debtors say that the complicated
lien structure on the Seven Canyons development, together with the
declining economic environment for golf courses and significant
debt on the Debtors' properties, made reorganization of the
Debtors difficult.

The Joint Plan resolves the complicated lien structure on the
Debtors' property, and, through either a turnover of assets or
purchase by Specialty, allows the golf course development
properties to be consolidated and continue as an one of the
premier golf course resorts in the country.  The Joint Plan
further allows all current dues paying members to continue to
enjoy the golf course and other amenities and provides for the
continued development of the remaining Seven Canyons properties.

According to the Disclosure Statement, the Plan provides for a
complete settlement between Debtors and Specialty, including, the
return of Specialty's collateral to the Specialty Mortgage loan
participants or their designees, subject to existing property
taxes, except for the 70 Parcel A Villa units, which will be
released by Specialty.

The Debtors will be responsible for payment of other
administrative expenses and will do so with financing from Seven
Canyons Recap, LLC and 7C Clubhouse Lender, LLC in the total
amount of $1,550,000 plus the Debtors'/Reorganized Debtor's fees
and costs accruing from Sept. 1, 2012 (the "New Loan").

Among other expenses, the New Loan will fund administrative
expenses as provided in the Plan and will fund up to $250,000 for
refurbishment of the Villa Spa Units.  The New Loan may be
advanced by Recap under existing loan documents, or may be
documented by new notes secured by a lien upon the Parcel A Villa
Fractional Intervals in a position behind the existing liens.  The
New Loan will bear interest at the rate of 12% per annum.  No
interest will be payable for eighteen months after the Effective
Date.

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

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.

A Sept. 4 hearing has been set to consider approval of the
disclosure statements explaining the competing plans for debtors
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.  One plan was filed by Specialty Mortgage and the second was
filed by the Debtors.


SINCLAIR BROADCAST: Charger Corp Discloses 10% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, First Trust Portfolios L.P., First Trust Advisors
L.P., and The Charger Corporation disclosed that, as of Dec. 31,
2012, they beneficially own 5,312,799 shares of common stock of
Sinclair Broadcast Group, Inc., representing 10.15% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/bmSjq9

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

The Company's balance sheet at Sept. 30, 2012, showed
$2.24 billion in total assets, $2.29 billion in total liabilities,
and a $52.38 million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SNO MOUNTAIN: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Sno Mountain LP filed its schedules of assets and liabilities with
the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property               Unknown
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,691,958
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,621,660   
  F. Creditors Holding
     Unsecured Non-priority                        $7,921,187
     Claims
                                 -----------      -----------
        TOTAL                        Unknown      $24,234,806

                        About Sno Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) On Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.

Gary Seitz has been appointed as trustee overseeing the bankruptcy
of the Sno Mountain recreation complex.


SNO MOUNTAIN: Meeting to Form Creditors' Panel Set for Jan. 28
--------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on Jan. 28, 2013, at 1:30 p.m. in
the bankruptcy case of Sno Mountain, LP. The meeting will be held
at:

         Office of the United States Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Various parties -- predominated by various limited partners of
Sno Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) On Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.

Gary Seitz has been appointed as trustee overseeing the bankruptcy
of the Sno Mountain recreation complex.


SOUTH PLAINFIELD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: South Plainfield Transfer & Recycling Corporation
        2101 Roosevelt Avenue
        South Plainfield, NJ 07080

Bankruptcy Case No.: 13-10605

Chapter 11 Petition Date: January 11, 2013

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Daniel Stolz, Esq.
                  WASSERMAN, JURISTA & STOLZ
                  225 Millburn Avenue, Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  E-mail: dstolz@wjslaw.com

Scheduled Assets: $1,247,319

Scheduled Liabilities: $1,859,394

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-10605.pdf

The petition was signed by John P. Glauda, president.


SOUTHERN AIR: Lowenstein Sandler LLP Is Committee Counsel
---------------------------------------------------------
Lowenstein Sandler PC, co-counsel to the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Southern Air
Holdings, Inc., et al., notifies the Court that the law practice
of Lowenstein Sandler is now being conducted by Lowenstein Sandler
LLP in all of its offices effective Jan. 1, 2013.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.


SOUTHERN GENERAL: A.M. Best Lowers Fin'l Strength Rating to 'B'
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B (Fair) from B++ (Good) and the issuer credit ratings (ICR) to
"bb+" from "bbb" of Southern General Insurance Company (SGIC) and
GreenStar Insurance Company (GreenStar), an affiliate of SGIC
(both domiciled in Marietta, GA).  The outlook for the FSR is
stable, while the outlook for the ICRs has been revised to
negative from stable.

The rating actions reflect SGIC's continued operating losses in
2011 and the first nine months of 2012, which resulted in combined
and operating ratios that compare unfavorably with results for the
private passenger non-standard composite.  Additionally, SGIC
policyholders' surplus and risk-adjusted capitalization declined
as a result of poor operating performance and a significant
adjustment to premium receivables from its managing general agent,
The Insurance House, Inc.  The company's negative operating losses
resulted from a trend of underwriting losses driven by inadequate
rates, increased claim severity that led to adverse prior year
loss reserve development, increased competitive market conditions
and an elevated expense structure.  Despite the potential for
execution risk, the FSR outlook is stable based upon the current
projections and initiatives being undertaken by SGIC to reduce its
expenses and return it to profitability.

In response to declining operating trends, SGIC has taken
aggressive actions to reduce expenses, optimize territorial rates,
withdraw from South Carolina and launch a new point-of-sale
technology program.

Partially offsetting these negative rating factors is SGIC's
adequate risk-adjusted capitalization and long-standing agency
relationships and local market presence.  Although SGIC's FSR
outlook is stable, there may be potential future negative rating
actions, if it fails to execute on its recovery plans and
continues to report operating losses, which further erodes
policyholders' surplus and risk-adjusted capitalization as
measured by Best's Capital Adequacy Ratio (BCAR).

The rating actions for GreenStar recognize its changing profile,
the uncertainty that exists to successfully market its private
passenger non-standard automobile coverage to metropolitan areas
and its erratic operating performance in recent years.  Over the
near term, there may be negative rating actions if the company
does not substantially meet its projections, which include a
greater decline in its operating losses, policyholders' surplus
and risk-adjusted capitalization, as determined by BCAR.


SOUTHERN ONE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Southern One Twenty One Investments Ltd. filed its schedules of
assets and liabilities with the U.S. Bankruptcy Court for the
Eastern District of Texas, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,000,000
  B. Personal Property                   $41
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,837,157
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $353
  F. Creditors Holding
     Unsecured Non-priority                        $6,810,696
     Claims
                                 -----------      -----------
        TOTAL                    $14,900,041      $16,648,206

Based in Addison, Texas, Southern One Twenty One Investments Ltd.
filed for Chapter 11 protection on Dec, 3, 2012 (Bankr. E.D. Tex.
Case No. 12-43311).  Nicole L. Hay, Esq., at Hiersche Hayward
Drakeley & Urbach P.C., represents the Debtor.


SOUTHERN PACIFIC: DBRS Assigns (P)B(low) Issuer Rating
------------------------------------------------------
DBRS has assigned a provisional Issuer Rating of B (low) with a
Stable trend to Southern Pacific Resource Corp. (STP or the
Company).  DBRS has also assigned a provisional rating of B (low)
with a Stable trend and a provisional recovery rating of RR4 to
STP's proposed Senior Secured Second Lien Notes (the Notes).  The
Notes, estimated at up to $300 million, are structurally
subordinated to the Company's secured first-lien $30 million bank
facility and rank ahead of the $172.5 million convertible
debentures.

STP's cash flow generation capability will be largely driven by
its successful production ramp-up at the STP-McKay oil sands
steam-assisted gravity drainage (SAGD) project Phase 1 (STP-
McKay), with a bitumen processing design capacity of 12,000
barrels per day (bbl/d).  Production should grow to the permitted
capacity by late 2013 or early 2014 if there are no material
operational challenges.  Successful ramp-up of production at STP-
McKay could have positive implications for the ratings.  Based on
DBRS estimates, STP would generate positive cash flow once STP-
McKay produces at over 80% of design capacity (assuming West Texas
Intermediate (WTI) oil prices remain above $80 per barrel).  As
STP-McKay is still in the early stage of production ramp-up
(approximately 1,200 bbl/d in December 2012), reservoir quality
and production reliability have yet to be proven.  Material delays
in production ramp-up, particularly in a significantly lower oil
pricing environment, would have negative implications for the
assigned ratings.  The ratings also factor in the Company's
limited access to pipeline infrastructure.  STP has mitigated this
by entering into a five-year agreement for rail transportation to
the U.S. Gulf Coast, securing access for all projected STP-McKay
production and not being subject to the significant level of
volatility recently experienced with heavy oil pricing in Canada.
However, the use of truck and rail is considerably more expensive
than pipelines, and netbacks are highly sensitive to Brent pricing
fluctuations.

STP's financial and liquidity profiles have remained weak relative
to its DBRS-rated peers.  Weak cash flow coupled with significant
capital spending has resulted in material free cash flow deficits
and has pressured the balance sheet.  As the Company continues to
pursue elevated levels of capex (e.g., STP-McKay Phase 1 Expansion
and Phase 2 projects), free cash flow deficits are expected to
continue and require external funding.

Key challenges facing the Company include the following, which are
discussed in detail in the Rating Considerations Details section
of the report: (1) weak financial and liquidity profiles, (2)
limited proven track record, (3) high up-front capital spending
commitments and cost overrun risk associated with oil sands
project expansion, (4) reliance on a single project and (5)
limited access to pipeline capacity.


SRKO FAMILY: Signs Deal Resolving Objection to Building Sale
------------------------------------------------------------
First American State Bank, C. Randel Lewis, the Chapter 11 trustee
of the Jannie Richardson bankruptcy estate, and the SRKO Family
Limited Partnership, entered into a stipulation regarding the
motions for orders to:

   (i) employ NRC Realty & Capital Advisors, LLC as exclusive real
       estate agent to conduct auction of real properties;

  (ii) authorize an auction to solicit bids for the sale of
       certain of the Debtor's real estate holdings; and

(iii) approve sale procedures.

Jannie Richardson, LLC is the owner of three buildings located at
5426 N. Academy Blvd., 5446 N. Academy Blvd.; and 5526 N. Academy
Blvd., Colorado Springs, Colorado.  FASB is the beneficiary of
deeds of trust on the LLC Buildings securing a loan from FASB to
JR, LLC.  The Richardson Bankruptcy estate is the owner of a
fourth building located at 5540 N. N. Academy, Colorado Springs,
Colorado.

The stipulation incorporates the discussions among parties.  The
parties agree that:

   -- FASB will have the right to submit a credit bid on the LLC
      buildings;

   -- FASB will have the absolute and sole right to accept or
      reject the trustee's selection of any bids relating to the
      LLC Buildings, if any, individually or collectively;

   -- The order approving the sale motion will include language
      satisfactory to FASB regarding the trustee's authority to
      sell otherwise dispose of the LLC Buildings; and

   -- The LLC Buildings will be marketed and sold separately from
      the estate building, the sale proceeds will be allocated
      separately and no sale proceeds from the sale of the estate
      building will be allocated to the LLC Buildings and no sale
      proceeds from the sale of the estate of the LLC Buildings
      will be allocated to the estate Building.

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  Kutner Miller Brinen,
P.C. represents the Debtor in its restructuring effort.  The
Debtor disclosed $34,421,448 in assets and $80,619,854 in
liabilities as of the Petition Date.

Charles F. McVay, The U.S. Trustee for Region 19, notified the
Court that he was unable to appoint an official committee of
unsecured creditors in the Chapter 11 case of SRKO Family Limited
Partnership.


STAMP FARMS: Members of Official Creditors Committee
----------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of Stamp Farms, LLC, et al.

The Creditors Committee members are:

      1. Agri-Nutrient Application L.L.C.
         c/o John Stapel
         2063 Michael S.W.
         Wyoming, MI 49509
         Tel: (616)291-4605

      2. Koviack Irrigation and Farm Services
         c/o Terry Koviack
         52664 U.S. 131
         Three Rivers, MI 49093
         Tel: (269)273-3010
         Fax: (269)273-3015
         E-mail: koviackirr@comcast.net

      3. Ronald Gless
         26371 Jefferson Center Street
         Cassopolis, MI 49031
         Tel: (269)445-3132
         E-mail: TLGless@hotmail.com

      4. RCS
         c/o Edward Boyer
         70750 Union Road
         Union, MI 49130
         Tel: (574)215-8100
         Fax: (269)641-5346

      5. Lee Franz
         50321 Phillips Road
         Dowagiac, MI 49047
         Tel: (269)357-4658
         Fax: (269)782-2257
         E-mail: cfranzkraft@gmail.com

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.


STRATUS PROPERTIES: Refinances Comerica Revolving Credit Facility
-----------------------------------------------------------------
Stratus Properties Inc. on Jan. 7 disclosed that effective
December 31, 2012, it entered into a Loan Agreement with Comerica
Bank that renews, extends and modifies Stratus' $45.0 million
credit facility with Comerica, comprised of a $35.0 million
revolving line of credit and a $10.0 million term loan, that was
scheduled to mature on December 31, 2012.

William H. Armstrong III, Chairman of the Board, Chief Executive
Officer and President of Stratus, stated, "We are pleased to
announce that we successfully completed the process to restructure
our debt, including reducing interest rates and extending
maturities, in a manner that fits our current activities and gives
us additional financial flexibility.  We value our business
relationship with Comerica and look forward to continuing to work
together to finance our business.  We are also evaluating
refinancing options for the W Austin Hotel & Residences project
when the Beal Bank loan is open for prepayment in July 2013."

Stratus has made significant progress since mid-2012 in realigning
its debt.  At June 30, 2012, Stratus had total debt of $160.3
million (with maturities of approximately $70 million due by year-
end 2013) at an average interest rate of 8.40 percent.  As
discussed below, Stratus reduced its total debt to $137.0 million
(with maturities of approximately $10 million due by year-end
2013) as of December 31, 2012, at an average interest rate of 8.15
percent.

The Loan Agreement provides for a $48.0 million credit facility,
divided into three tranches as follows: (1) a $35.0 million
revolving line of credit, (2) $3.0 million for letters of credit,
and (3) a $10.0 million construction loan.  The interest rate
applicable to amounts borrowed under each loan is an annual rate
of LIBOR plus 4.0%, with a minimum interest rate of 6.0%. The
credit facility will mature on November 30, 2014.

Proceeds from the revolving loan may be used to fund Stratus'
working capital needs, including land acquisitions; however,
without prior approval from Comerica, individual land acquisitions
shall not exceed $3.0 million and aggregate land transactions
shall not exceed $10.0 million.  Proceeds from the letter of
credit tranche shall be used to fund additional working capital
needs.  Proceeds from the construction loan shall be used to
develop the regional road and infrastructure for Section N of
Barton Creek.

Under the terms of the Loan Agreement, (1) any distributions
received by Stratus from its investment in the W Austin Hotel &
Residences Project shall be paid to Comerica and applied against
the $35.0 million revolving loan to the extent of any outstanding
debt and (2) municipal utility district reimbursements and land
sales proceeds directly related to Section N of Barton Creek shall
be used to first repay the $10.0 million construction loan, with
any excess used to pay down the $35.0 million revolving loan.  Any
amounts borrowed and repaid under the $10.0 million construction
loan will not be available for future advance to Stratus.
Repayments under the Loan Agreement can be accelerated by Comerica
upon the occurrence of certain customary events of default. The
Loan Agreement contains customary financial covenants.

Stratus' obligations under the Loan Agreement are secured by
substantially all of Stratus' assets, except for properties that
are encumbered by separate non-recourse permanent loan financing.

As of December 31, 2012, the aggregate principal balance
outstanding under the revolving loan was $26.6 million and no
amounts were outstanding under the letter of credit tranche or the
construction loan.

As previously reported, in September 2012, Stratus entered into
loan modification agreements with American Strategic Income
Portfolio Inc., under which Stratus (1) paid off two of its seven
unsecured term loans totaling $9 million and (2) reduced the
interest rates from 8.750% to 7.250%, extended the maturity dates
and modified the prepayment provisions of the remaining five
unsecured term loans.  Four loans totaling $15.0 million mature in
2015 and one loan totaling $8.0 million matures in 2016.  As of
December 31, 2012, the aggregate principal balance outstanding
under the five remaining outstanding unsecured term loans is $23.0
million.

Stratus is a diversified real estate company engaged in the
acquisition, development, management, operation and sale of
commercial, hotel, entertainment, multi-family and residential
real estate properties, including the W Austin Hotel & Residences
project, located primarily in the Austin, Texas area.


SUPERVALU INC: Fitch Affirms 'CCC' IDR Over Sale Deal
-----------------------------------------------------
Fitch Ratings has affirmed SUPERVALU Inc.'s Issuer Default Rating
(IDR) at 'CCC' following its announcement of a definitive
agreement to sell its Albertsons, Acme, Jewel-Osco, Shaw's and
Star Market stores and related Osco and Sav-on (brands
collectively under New Albertson's, Inc. or NAI) in-store
pharmacies to AB Acquisition LLC. At the same time, Fitch has
placed New Albertson's, Inc. and American Stores Company, LLC's
CCC' IDRs and the senior unsecured notes at those entities, on
Rating Watch Evolving (RWE). Fitch expects to withdraw these
ratings when the transaction closes.

SVU announced on January 10 a definitive agreement to sell NAI to
AB Acquisition LLC, an affiliate of a consortium led by Cerberus
Capital Management L.P. The asset sale will effectively unwind
SVU's June 2006 acquisition of Albertson's, and leaves the company
with its legacy supermarket banners, the wholesale distribution
business, and the Save-A-Lot hard discount segment. Fitch details
below its estimates of the revenues, EBITDA and the financial
leverage of the existing SVU business as well as the businesses
that are being spun-off. Fitch also provides perspective on how
these businesses looked prior to the acquisition of Albertson's by
SVU in 2006.

The affirmation of SVU's ratings reflects a moderately improved
business mix, as the sale will largely reduce SVU's exposure to
the competitive traditional supermarket sector, offset by slightly
higher leverage in the low 5.0x range, based on Fitch's estimates.
The ratings continue to reflect operating deterioration within
each of SVU's remaining operating segments, and the refinancing
risk related to a sizable $1bn senior note maturity in May 2016.
Fitch will rate SVU's new credit facility and term loans and will
update its issue ratings on the notes at SVU when the new debt
structure is put in place.

The RWE on New Albertson's and American Stores' ratings reflects
the uncertainty regarding the acquisition entity's final capital
structure and Cerberus' financial strategy. Fitch expects the
transaction will likely be neutral for American Stores bonds
(given strong limitation on liens) but the impact on Albertson's
bonds will depend on how much secured debt AB Acquisition puts in
place, against which Albertson's inventory and real estate would
be pledged.

Transaction Price and Multiple Paid for New Albertson's

AB Acquisition has agreed to pay $100 million in cash plus the
assumption of $3.2 billion of debt, for a total consideration of
$3.3 billion for NAI. The assumed debt includes $1.95 billion of
senior unsecured notes at New Albertson's, Inc., $468 million of
senior unsecured notes at American Stores Company, LLC and the
assumption of an estimated $780 million in capital leases.

Fitch estimates that AB Acquisition will pay around 3.8x EBITDA
for the business. This is based on Fitch's estimates that revenues
at these banners are $17.6 billion and EBITDA is close to $875
million. This implies that the EBITDA margin on these assets is
approximately 5%, almost in line with or slightly worse than the
retail businesses that will remain at SVU.

In June 2006, the Albertson's assets acquired by SVU were
generating $24.5 billion in sales (there have been some asset
disposals since that transaction) and about $1.8 billion in
EBITDA, implying an EBITDA margin of 7.2%. At that time SVU paid
$12.4 billion for the Albertson's business or a multiple of 7.0x
EV/EBITDA.

Remaining SVU Business

Comparing SVU's business today (after carving out the businesses
to be sold) with SVU's business in fiscal 2006 prior to its
acquisition of Albertson's reveals the deterioration in the legacy
SVU business over the past six years.

Sales at an estimated $17.2 billion today compare with sales of
$19.9 billion in fiscal 2006 (year ending February 2006), or a 13%
decline, reflecting identical store (ID) sales declines and modest
asset sales. Fitch estimates LTM EBITDA of around $700 million -
$730 million, compared with EBITDA of $924 million in fiscal 2006,
or a decline of 20% - 24%.

The distribution business has LTM revenue of $8.2 billion with
EBITDA of $265 million or an EBITDA margin of 3.2%. In fiscal
2006, this business generated revenue of $9.2 billion and EBITDA
of $308 million so while the revenue base has contracted, margins
have remained fairly stable. The retail business today has
combined sales of $9 billion consisting of an estimated $4.2
billion in sales at its 191 price superstores and traditional
supermarkets and $4.8 billion at its hard discount Save-A-Lot
business. This compares with combined sales of $10.6 billion in
fiscal 2006. EBITDA is estimated at $435 to $465 million (with
Save-A-Lot at $240 million) versus $660 million in fiscal 2006,
with margins contracting by about 100 to 120 basis points to 5.0%-
5.2%.

In addition, free cash flow (FCF) was around $350 million - $400
million in the years leading up to fiscal 2006, and is now
estimated by management at $175 million post-sale, which is
largely explained by the $200 million drop in EBITDA over the time
frame.

New SVU Debt and Leverage Profile

Following the transaction, SVU's debt structure will consist of a
new $900 million asset-based revolving credit facility, a $1.5
billion term loan secured by a portion of the company's real
estate and an equity pledge of the parent company of Save-A-Lot,
$1 billion of senior unsecured notes maturing in May 2016 and an
estimated $350 million in capital leases. The new revolver and
term loan will replace and refinance SVU's existing $1.65 billion
asset-based revolver, $846 million term loan, and $490 million of
7.5% bonds maturing in November 2014, which will be called. It is
uncertain whether the $200 million accounts receivable
securitization facility will remain in place.

This will leave SVU with debt (including capital leases) of $3.0
billion plus the amount outstanding on the new revolver, which
Fitch assumes will be in the $300 million range, leaving total
debt of about $3.3 billion. Fitch assumes rent expense of about
$130 million to $140 million. This will result in adjusted
debt/EBITDAR in the low 5x range, compared with 4.8x for the whole
business as of Dec. 1, 2012. As a result, the transaction is
expected to be modestly leveraging.

Outlook for Remaining Business Remains Negative

Each of SVU's remaining business is currently under considerable
pressure, experiencing sales declines and margin contraction. The
retail food segment's (traditional supermarkets including assets
for sales) ID sales declined by 4.5% the quarter ended Dec. 1,
2012, and has experienced negative ID sales for the past four
years. While the remaining banners may be better positioned than
the businesses being exited, Fitch still expects future comparable
store sales declines in the low single digit range.

Sales in the independent business (wholesale distribution) have
been relatively flat but margins have been under pressure due to
price investments. EBITDA margins have contracted by 60 basis
points to 3.2% for the first three quarters of fiscal 2013
relative to the comparable year ago period.

The Save-A-Lot business saw its ID sales declines accelerate in Q3
to negative 4.1% versus negative 3.7% in Q2 and negative 3.4% in
Q1. EBITDA margins have contracted by 130 basis points to 5.4% for
the first three quarters of fiscal 2013 relative to the comparable
period a year ago. Performance has been disappointing and worse
than expected in this business given that the hard discount
segment has typically done well in this environment. Planned
repositioning activities are expected to further constrain Save-A-
Lot's margin over the next few quarters.

Fitch believes it will be difficult for SVU to turn around these
businesses, although they have held up somewhat better than the
businesses that are being spun off. Fitch expects EBITDA will
continue to erode from the $700 to $730 million level these
businesses generate today. With FCF potentially in the range of
$150 million to $175 million over the next two to three years,
Fitch remains concerned about the refinancing risk related to a
sizable $1 billion senior note maturity in May 2016.

Up to 30% Stake in SVU By Cerberus Consortium

In addition to the sale of New Albertson's, a Cerberus-led
investor consortium (Symphony Investors) will conduct a tender
offer for up to 30% of SVU's common stock at a purchase price of
$4 (or a total consideration of up to $250 million), a 50% premium
to SVU's 30 day average closing prices as of January 9, 2013. If
Symphony does not obtain at least 19.9% of the outstanding shares
through the tender, SUPERVALU will be obligated to issue new
shares to bring Symphony's stake to at least 19.9% of outstanding
stock (currently 214 million diluted shares outstanding) prior to
the issuance.

What Could Trigger A Rating Action:

A downgrade could occur if negative ID sales persist, suggesting
the company is not reversing traffic declines, or if operating
margins narrow more than expected, leading to weaker free cash
flow and credit metrics and an inability to refinance its 2016
maturities.

An upgrade could occur if the company is able to reverse negative
operating trends, and demonstrate that it is able to address its
2016 maturities with a combination of FCF and asset sales.

The rating actions are as follows:

SUPERVALU INC.
-- IDR affirmed at 'CCC';
-- $1.65 billion bank credit facilities affirmed at 'B'/'RR1';
-- $850 million term loan B affirmed at 'B'/'RR1';
-- Senior unsecured notes affirmed at 'CCC+'/'RR3'.

New Albertson's, Inc.
-- IDR of 'CCC' placed on RWE
-- Senior unsecured notes ('CCC'/'RR4') placed on RWE

American Stores Company, LLC
-- IDR of 'CCC' placed on RWE
-- Senior unsecured notes ('B'/'RR1') placed on RWE


T3 MOTION: ICS Opportunities Discloses 3.2% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ICS Opportunities, Ltd., and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
500,000 shares of common stock of T3 Motion, Inc., representing
3.2% of the shares outstanding.  A copy of the filing is available
for free at http://is.gd/aBWR20

                           About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $2.81
million in total assets, $4.48 million in total liabilities, and a
$1.66 million total stockholders' deficit.

                         Bankruptcy Warning

"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements.  We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations.  The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all.  If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline.  It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business.  Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees.  If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


TAB FOODS: Case Summary & 10 Unsecured Creditors
------------------------------------------------
Debtor: Tab Foods LLC
        151 Orange Ave.
        Tallahassee, FL 32301

Bankruptcy Case No.: 13-40003

Chapter 11 Petition Date: January 2, 2013

Court: United States Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Emilian Bucataru, Esq.
                  LAW OFFICE OF EMILIAN BUCATARU, PLLC
                  3116 Capital Circle NE, Suite 1
                  Tallahassee, FL 32308
                  Tel: (850) 345-5777
                  Fax: (850) 656-0085
                  E-mail: emilian@bucataru.com

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

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

A copy of the Company's list of its 10 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flnb13-40003.pdf

The petition was signed by Terry M. Gillis, managing member.


TALON THERAPEUTICS: Currently Reviewing Strategic Alternatives
--------------------------------------------------------------
Talon Therapeutics's Board has authorized a review of strategic
alternatives.  Goldman Sachs has been engaged to provide financial
advisory services.  The review of strategic alternatives may lead
to a possible transaction, including the merger, business
combination, or sale of the company.

No decision has been made to enter into a transaction at this
time, and there can be no assurance that Talon will enter into a
transaction in the future.  The Company does not plan to disclose
or comment on developments regarding the strategic review process
until further disclosure is deemed appropriate.

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon
Therapeutics.  The name change was effected by merging Talon
Therapeutics, a wholly owned subsidiary of the Company, with and
into the Company, with the Company as the surviving corporation in
the merger.

The Company's balance sheet at June 30, 2012, showed $18.38
million in total assets, $10.89 million in total liabilities,
$22.22 million in series B convertible preferred stock, and $14.73
million in total stockholders' equity.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TALON THERAPEUTICS: Appoints Warburg Managing Director to Board
---------------------------------------------------------------
Talon Therapeutics appointed Elizabeth (Bess) Weatherman to the
Company's Board of Directors.  Ms. Weatherman is a Managing
Director of Warburg Pincus and leads the firm's investment
activity in the healthcare sector.  Warburg Pincus is the majority
shareholder of Talon.

The Company also announced the resignation from the Board of
Jonathan Leff, formerly a Managing Director at Warburg Pincus.
Mr. Leff left Warburg Pincus to join Deerfield Management, Talon's
second largest investor.

"We are delighted to welcome Bess to our Board of Directors during
this critical stage in the Company's evolution.  With more than 20
years investing and advising in the healthcare sector, Bess brings
superior strategic insight and extensive industry relationships to
the Board.  With the accelerated approval of Marqibo, the Company
is now addressing important strategic commercialization choices
and Bess will play a key role in guiding the Company's decisions,"
stated Leon Rosenberg M.D. and Chairman of the Board of Directors
of Talon Therapeutics.

Steven Deitcher M.D., President, CEO and Board Member of Talon
Therapeutics added, "We also want to thank Jonathan Leff for his
excellent service on the Talon Board and wish him well at
Deerfield."

"I am pleased to join Talon's Board of Directors," stated Ms.
Weatherman.  "Marqibo's approved indication addresses an
important, underserved hematologic malignancy.  I look forward to
working closely with Talon's Board and management team."

Ms. Weatherman joined Warburg Pincus in 1988 and leads the firm's
investment activities in the healthcare sector, an area in which
she helped build the firm's domain expertise.  Ms. Weatherman also
serves on the board of directors of Bausch & Lomb, Constitution
Medical, International Technidyne Corp., JHP Pharmaceuticals,
ReSearch Pharmaceutical Services, Silk Road Medical, and Tornier.
Ms. Weatherman received a B.A. summa cum laude in English from
Mount Holyoke College and holds an M.B.A. from the Stanford
Graduate School of Business.

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon
Therapeutics.  The name change was effected by merging Talon
Therapeutics, a wholly owned subsidiary of the Company, with and
into the Company, with the Company as the surviving corporation in
the merger.

The Company's balance sheet at June 30, 2012, showed $18.38
million in total assets, $10.89 million in total liabilities,
$22.22 million in series B convertible preferred stock, and $14.73
million in total stockholders' equity.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TC GLOBAL: McDreamy's Charm Didn't Taint Auction, Judge Says
------------------------------------------------------------
Karlee Weinmann of BankruptcyLaw360 reported that a bankruptcy
judge on Friday approved the Chapter 11 sale of Seattle coffee
chain Tully's to Patrick Dempsey for $9.2 million despite a stern
call from Starbucks Corp. and a private-equity-backed rival that
said the "Grey's Anatomy" star charmed his way to a win in the
auction despite higher offers.

The coffee giant and another bidder, Filipino food company
AgriNurture Inc., asked U.S. Bankruptcy Judge Karen Overstreet to
look past the spectacle of Dempsey -- known on his TV show as
"McDreamy," the report related.

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


TCI COURTYARD: Wants Access to Rents from Quail Hollow Property
---------------------------------------------------------------
TCI Courtyard, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Texas to use the rents generated by the
leases on a 200 unit residential apartment complex located in
Holland Ohio known as Quail Hollow to pay normal and necessary
operating expenses of the Property.

As of Petition Date, the Debtor was allegedly indebted to
CWCapital Asset Management LLC, solely in its capacity as Special
Servicer for Wells Fargo Bank, N.A., f/k/a Wells Fargo Bank
Minnesota, N.A., as Trustee for the Registered Holders
of J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2001-C1 (the
"Trust") in the approximate amount of $13,000,000 as the current
holder of a certain Promissory Note.

The Debtor proposes to provide the Trust a replacement lien on
postpetition rents and income.

                        About TCI Courtyard

Dallas, Texas-based TCI Courtyard, Inc., dba Quail Hollow
Apartments, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
No. 12-37284) on Nov. 15, 2012.  Judge Stacey G. Jernigan presides
over the case. Eric A. Liepins, Esq., serves as the Debtor's
counsel.  In its petition, the Debtor scheduled $13,790,254 in
assets and $15,964,116 in liabilities.  The petition was signed by
Steven Shelley, vice president.

According to Troubled Company Reporter's records, TCI Courtyard
previously filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
11-34977) on Aug. 1, 2011.  The Liepins firm also served as
counsel in the previous case. The Debtor estimated assets of up to
$10 million and debts of up to $50 million in the 2011 petition.




TELECONNECT INC: Incurs $3.9-Mil. Net Loss in Fiscal 2011
---------------------------------------------------------
Teleconnect Inc. filed on Dec. 28, 2012, its annual report on Form
10-K for the fiscal year ended Sept. 30, 2012.

Coulter & Justus, P.C., in Knoxville, Tennessee, expressed
substantial doubt about Teleconnect's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency in addition to a working capital deficiency.

The Company reported a net loss of $3.9 million on $143,910 of
sales in fiscal 2012, compared with a net loss of $3.3 million on
$112,722 of sales in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $6.4 million
in total assets, $11.5 million in total current liabilities, and a
stockholders' deficit of $5.1 million.

A copy of the Form 10-K is available at http://is.gd/fhaUMb

Teleconnect Inc., headquartered in Breda, The Netherlands, was
incorporated under the laws of the State of Florida on Nov. 23,
1998.

With its ownership in Hollandsche Exploitatie Maatschappij BV
(HEM), a Dutch entity established in 2007, the Company's main
activities are the manufacturing, sales and lease of age
validation equipment and the performance of age validation.  The
Company also sells and maintains vending solutions (through
Mediawizz, The Netherlands), is involved in the broadcasting of
in-store commercial messages using the age validation equipment
between age checks (through HEM), and plans to develop market
survey activities in the future (through Giga Matrix, The
Netherlands).


TEXAS STANDARD: Release Bars $4M Award in Energy JV, Court Says
---------------------------------------------------------------
A Texas appeals court tossed a $4 million award against three oil
and gas companies, finding that a former partner?s fraud claims
arising out of a failed joint venture had been released in a
bankruptcy settlement that preceded the lawsuit, Jeremy Heallen of
BankruptcyLaw 360 reports.

The Texas Court of Appeals for the Fourteenth District ruled that
a settlement agreement Frankel Offshore Energy Inc. signed
releasing future "fraudulent inducement" claims against former
business partners Texas Standard Oil & Gas LP, Grimes Energy Co.
and PetroVal Inc. was enforceable.


THE WINDOW FACTORY: Court Closes Bankruptcy Case
------------------------------------------------
The Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the
Southern District of California has closed the bankruptcy case of
The Window Factory, Inc.

Chapter 11 Trustee Richard M. Kipperman sought for the dismissal
of the Debtor's case on Nov. 8, 2012, saying that there is no need
to incur the costs of plan preparation, voting and confirmation
where the rights of creditors have been adequately addressed.  The
claims register reveals that 16 claims were filed against the
estate.  Priority tax claims total $1,621,714.88, general
unsecured penalty tax claims total $962,866.34, and general
unsecured claims total $2,309,468.78.  A number of the entities
who filed general unsecured claims have liens on equipment and
other assets owned by the Debtor which were not sold through the
third-party sale.  According to the Chapter 11 Trustee, the estate
now consists of $45,125.57 in cash.  "Once the Court has ruled
upon the fee applications of the Trustee and his counsel and any
other administrative claims, there will be no more funds remaining
in the estate," the Chapter 11 Trustee stated.

The Chapter 11 Trustee operated the business for seven months,
from February 2012 through August 2012, to ensure the Debtor's
customers' contracts would be completed.  The Chapter Trustee sold
the business for $60,000 and worked with the buyer, Oasis Glass,
Inc., so that previous and current customers' warranties would be
honored.  The U.S. Trustee said that he spent considerable time
negotiating the terms with interested parties, and concluded the
sale.

John Jedynak, the Debtor's principal, filed personal bankruptcy on
June 29, 2012 (Bankr. Case No. 12-09125-LT7).  James Kennedy, the
bankruptcy trustee in Mr. Jednyak's personal bankruptcy abandoned
the principal's secured claim against the estate.  A senior
secured creditor, Ford Financial Services, Inc., was paid
$15,569.43 from the sale proceeds.  The Internal Revenue Service,
the State of California Board of Equalization and Employment
Development Dept., and the San Diego County Assessor/Tax Collector
have liens but are subordinate to the administrative claims of
this estate.  All other secured creditors maintained their
interest in the personal properties subject to their liens.

The Chapter 11 Trustee holds the sum of $45,125.57 as of Nov. 6,
2012.  The cash was realized from the sale of the business and a
few small receivables.  There was no positive cash flow from the
business operations.

On Oct. 31, 2012, Acting U.S. Trustee Tiffany L. Carroll informed
the Court that she was unable to appoint a committee of unsecured
creditors.

                     About The Window Factory

American Integrity Corp., Ajit Ahooja, and Herde Computer Services
signed involuntary Chapter 11 petitions for The Window Factory,
Inc., (Bankr. S.D. Calif. Case No. 11-19842) on Dec. 8, 2011.
Judge Laura S. Taylor presides over the case.  Jeffrey D.
Schreiber, Esq., at The Schreiber Law Firm, serves as counsel to
the petitioning creditors, which allege $407,000 in total claims.

The Window Factory is engaged in the business of manufacturing,
sale and installation of windows and related products.

As reported in the Troubled Company Reporter on Jan. 27, 2012, the
Court entered an order for relief under Chapter 11.  Richard
Kipperman was appointed as Chapter 11 trustee. Slater & Truxaw LLP
represents the trustee as general counsel.

The U.S. Trustee for Region 15 appointed Robert C. Fellmeth as
consumer privacy ombudsman in the Chapter 11 case of The Window
Factory, Inc.


THQ INC: Has Bonus Program Approved for Game Developers
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that THQ Inc. was given approval of a $427,000 bonus
program last week to insure critical personnel don't leave the
company before the sale scheduled for approval on Jan. 23.

According to the report, the company said a typical video game
takes about 18 months to create at a cost of about $1 million a
month.  Replacing a member of the development team isn't feasible,
the company said.

To be sure no one jumps ship before the sale, the judge sanctioned
the bonus program where the cost will be paid by stalking-horse
bidder Clearlake Capital Group LP if it ends up the court-approved
buyer.

Before bankruptcy, Clearlake signed a contract to buy Agoura
Hills, California-based THQ for a price said to be worth
$60 million.  Unless outbid, Clearlake will pay $6.65 million cash
and a $10 million seven-year note bearing 2% interest.  In
addition, Clearlake will assume about $15 million in debt and pay
off financing for the Chapter 11 effort estimated to be $29
million.

THQ's unsecured notes traded on Jan. 11 for 20.167 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The price represents a
68% increase since the date of bankruptcy.

                            About THQ

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

THQ has a deal to sell its video-game development business to
Clearlake Capital Group LP for about $60 million, absent higher
and better offers at an auction proposed for January 2013.
Clearlake and existing lender Wells Fargo Capital Finance LLC are
providing $10 million of DIP financing.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.


THUNDERBIRD MINING: DC Circ. Denies Shutdown Benefits to Workers
----------------------------------------------------------------
Abigail Rubenstein of BankruptcyLaw360 reported that the D.C.
Circuit on Friday upheld the Pension Benefit Guaranty Corp.'s
denial of "shutdown" pension benefits to former employees of a
bankrupt mining company, accepting the agency's determination that
the company had temporarily, rather than permanently, shuttered a
Minnesota plant.

The appeals court held that although a finding in favor of the
former workers at Eveleth Mines LLC's subsidiary Thunderbird
Mining Co. who were seeking the shutdown benefits also could have
been upheld as reasonable, the PBGC's decision not to guarantee
the benefits was adequately supported, the report added.

The case is, United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers
International Union, AFL-CIO-CLC, on behalf of the Participants
and Beneficiaries of the Thunderbird Mining Co. Pension Plan, et
al., v. Pension Benefit Guaranty Corporation, Civil Action No. 09-
517 (D. D.C.).

                    About Thunderbird Mining

Thunderbird Mining Co., based in Eleveth, Minnesota, filed for
Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 03-50641) on May
15, 2003.  Thunderbird employed roughly 400 hourly employees and
provided low-grade iron ore in the form of taconite pellets for
steel production. The company was a wholly owned subsidiary of
Eveleth Mines, LLC, which itself was jointly owned by three steel
companies: Rouge Steel, AK Steel, and Stelco.  These companies not
only owned Eveleth Mines, but were also its sole customers for
taconite pellets.

Judge Gregory F. Kishel oversees the case. Michael L. Meyer, Esq.,
at Ravich Meyer Kirkman Mcgrath & Nauman, served as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to $50
million in assets and debts.

Eveleth Mines filed its own bankruptcy (Bankr. D. Minn. Case No.
03-50569) on May 1, 2003.  In early October 2003, mining company
Cleveland-Cliffs and Laiwu Steel Group Ltd. offered to purchase
Eveleth Mines as an operational mining company.  In November 2003,
the bankruptcy court converted Eveleth Mines' bankruptcy
proceedings from Chapter 11 reorganization, to Chapter 7
liquidation.  The bankruptcy court approved the sale of all of
Eveleth Mines' operating assets to Cleveland-Cliffs and Laiwu.


TIGER MEDIA: Heartland Advisors Discloses 4.2% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Heartland Advisors, Inc., and William J.
Nasgovitz disclosed that, as of Dec. 31, 2012, they beneficially
own 1,200,000 shares of common stock of Tiger Media Inc.
representing 4.2% of the shares outstanding.  A copy of the
amended filing is available at http://is.gd/DgZxtT

                         About Tiger Media

Tiger Media, Inc., formerly known as SearchMedia Holdings Limited,
is a nationwide multi-platform media company and one of the
largest operators of integrated outdoor billboard and in-elevator
advertising networks in China.  SearchMedia operates a network of
high-impact billboards and one of China's largest networks of in-
elevator advertisement panels in 50 cities throughout China.
Additionally, SearchMedia operates a network of large-format light
boxes in concourses of eleven major subway lines in Shanghai.
SearchMedia's core outdoor billboard and in-elevator platforms are
complemented by its subway advertising platform, which together
enable it to provide a multi-platform, "one-stop shop" services
for its local, national and international advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the company's consolidated financial
statements for the year ended Dec. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses and
has a working capital deficiency of roughly $31,000,000 at
Dec. 31, 2011, which raises substantial doubt about its ability to
continue as a going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at June 30, 2012, showed US$39.18
million in total assets, US$41.22 million in total liabilities and
a US$2.04 million total shareholders' deficit.


TITAN PHARMACEUTICALS: Intends to List Common Stock on NASDAQ
-------------------------------------------------------------
Titan Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission a copy of its corporate presentation for
January 2013 entitled "Innovations in MEDICINE."  Titan discussed
its Probuphine(R) drug.  Titan also disclosed it intends to apply
for listing of the company's common stock on NASDAQ this year.

Moreover, Titan intends to seek regulatory approval and
commercialization partner in select countries where buprenorphine
theraphy is approved for treatment of opioid dependence.  The
Company also intends to capitalize on drug development expertise
with additional products using ProNeura technology platform.

A copy of the presentation is available at:

                        http://is.gd/JbcF5n

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at Sept. 30, 2012, showed
$10.74 million in total assets, $37.87 million in total
liabilities, and a $27.13 million total stockholders' deficit.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern.  The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.


TITAN PHARMACEUTICALS: Extends Employments of Chairman and Pres.
----------------------------------------------------------------
Titan Pharmaceuticals, Inc., entered into one-year extensions to
the Employment Agreements dated May 16, 2009, as amended, by and
between the Company and each of Marc Rubin, the Company's
Executive Chairman, and Sunil Bhonsle, the Company's President.

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at Sept. 30, 2012, showed
$10.74 million in total assets, $37.87 million in total
liabilities, and a $27.13 million total stockholders' deficit.

Following the 2011 financial results, OUM & Co. LLP, in San
Francisco, California, expressed substantial doubt about Titan's
ability to continue as a going concern.  The independent auditors
noted that the Company's cash resources will not be sufficient to
sustain its operations through 2012 without additional financing,
and that the Company also has suffered recurring operating losses
and negative cash flows from operations.


TITAN PHARMACEUTICALS: Probuphine Gets FDA Priority Review
----------------------------------------------------------
Titan Pharmaceuticals, Inc., announced that the New Drug
Application (NDA) for Probuphine has been accepted for review and
granted Priority Review designation by the U.S. Food and Drug
Administration (FDA).  Probuphine is a novel, subdermal implant
and the first long-acting product designed to deliver six months
of the drug buprenorphine hydrochloride following a single
treatment.  Titan submitted the NDA for the maintenance treatment
of opioid dependence in adult patients in October 2012 under
Section 505(b)(2) of the Food, Drug and Cosmetic Act and
referenced the approved sublingual tablet formulations of
buprenorphine.

Priority designation is given to therapies that offer potential
major advances in treatment, including improved safety, or provide
a treatment where no adequate therapy exists.  Based upon the
Prescription Drug User Fee Act (PDUFA), the FDA has set a target
date of April 30, 2013, for FDA action on the NDA.

"This is an important milestone for Probuphine and the Priority
Review designation further underscores the critical need for new
treatments for opioid dependence," said Katherine Beebe, Ph.D.,
executive vice president and chief development officer at Titan.
"With more than two million people addicted to opioids in the U.S.
alone, there is a need for safe and effective treatments that also
reduce the risk of abuse or accidental use.  Probuphine has
demonstrated clinically meaningful and statistically significant
treatment benefits across several clinical trials and we look
forward to supporting the NDA review process and, potentially,
offering a new treatment option to patients and physicians."

Last month, Titan announced the signing of a license agreement
with Braeburn Pharmaceuticals Sprl, wholly owned by Apple Tree
Partners IV, L.P., a partnership affiliated with Apple Tree
Partners.  The license grants Braeburn exclusive commercialization
rights in the United States and Canada to the investigational
product Probuphine and, has provided Titan a $15.75 million
upfront payment and entitles the company to up to $215 million in
milestone payments plus tiered double digit royalties on
Probuphine sales.  The milestone payment from Braeburn in the
event of FDA approval of Probuphine for the treatment of opioid
dependence will be $50 million since the NDA has received Priority
Review designation.

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at Sept. 30, 2012, showed
$10.74 million in total assets, $37.87 million in total
liabilities, and a $27.13 million total stockholders' deficit.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern.  The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.


TOPS HOLDING: Shareholders Approve Repricing of Option Awards
-------------------------------------------------------------
A majority of the voting shareholders of Tops Holding Corporation
approved the repricing of certain option awards previously granted
to members of the Company's management and board of directors.
The purpose of the Repricing was to mitigate the economic dilution
that resulted from the payment of a cash dividend to the holders
of the Company's common stock on Dec. 20, 2012, that resulted in a
decrease in the Company's stock price.  The Repricing was
completed in accordance with the terms of the Tops Holding
Corporation 2007 Stock Incentive Plan.

The exercise price was lowered to $400 on 707 Options held by
Frank Curci, the Company's Chief Executive Officer, 1,000 Options
held by William R. Mills, the Company's Chief Financial Officer,
454 Options held by Kevin Darrington, the Company's Chief
Operating Officer, 369 Options held by John Persons, the Company's
Senior Vice President of Operations and 555 Options held by Lynne
Burgess, the Company's Senior Vice President and General Counsel.
In addition, the exercise price on 1,560 Options held by various
other members of the Company's management and board of directors
was lowered to $400.  All Options subject to the Repricing were
issued prior to the Dividend Recapitalization.  No other terms of
the Options were changed.

In connection with the Repricing, and to mitigate the decrease in
the Company's stock price resulting from the Dividend
Recapitalization, the compensation committee of the Company's
board of directors unanimously approved payment to the holders of
the Options in amounts equal to the difference between the per
share dividend paid to shareholders in the Dividend
Recapitalization and the reduction in the exercise price
associated with the Options.  Option Payments were made to Mr.
Curci in the amount of $2,108,019; to Mr. Mills in the amount of
$50,720; to Mr. Darrington in the amount of $1,174,457; to Mr.
Persons in the amount of $786,105; and to Ms. Burgess in the
amount of $28,149.

                       About Tops Markets

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

The Company's balance sheet at Oct. 6, 2012, showed $661.49
million in total assets, $705.22 million in total liabilities and
a $43.73 million total shareholders' deficit.

                           *     *     *

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

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

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


TOWNSEND CORP: Court OKs Settlement Regarding Assets Sale
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation regarding the sales of Townsend
Corporation, et al.'s assets.

The stipulation was entered among (1) the Debtors, (2) Paul P.
Rusnak together with his assignees, including, but not limited to,
Anaheim Hills Jaguar Land Rover, Inc., and (3) Jaguar Land Rover
North America, LLC.

As reported in the TCR in July 2012, Townsend and LRJC Inc. d/b/a
Land Rover Jaguar Cerritos obtained approval from the bankruptcy
judge to sell substantially all of the assets of LRJ Cerritos to
Paul P. Rusnak.  LRJ Automotive LLC was the stalking horse bidder
at the auction and will receive a $100,000 break-up fee.  At the
auction, several overbids were made by the bidders.  Rusnak
eventually offered to acquire the assets for a purchase price that
includes various elements subject to agreement by the parties or
determination by appraisal, plus $5.4 million for goodwill.  The
second highest offer was from LRJ Automotive, which offered
$5.3 million for goodwill.

The Debtors and JLRNA are parties to a settlement agreement which
was approved by a court order dated Feb. 2, 2012.  On June 27,
2012, the Court entered an order granting the Cerritos Sale Motion
and, subject to the terms and conditions of the Settlement
Agreement, approving the sale of the Cerritos Assets to Rusnak,
the winning qualified bidder at the auction for the Cerritos
Assets, or, in the event Rusnak did not close the sale, to LRJ
Automotive, LLC, the back-up bidder approved at the auction for
the Cerritos Assets.

On July 26, 2012, the Court entered an order granting the Townsend
Sale Motion and, subject to the terms and conditions of the
Settlement Agreement, approving the sale of the Townsend Assets to
Rusnak, the winning qualified bidder at the auction for the
Townsend Assets, or, in the event Rusnak did not close the sale,
to Philip D. Vass or assignee, the back-up bidder approved at the
auction for the Townsend Assets.

Pursuant to the stipulation, among other things:

   1. Rusnak will be deemed not to have breached either the
Cerritos APA or the Townsend APA, the Court ordered bidding and
sale procedures, or Rusnak's current dealership agreement with
JLRNA for the Pasadena Dealership or its new dealership agreements
with JLRNA regarding the operation of the Townsend Assets by
having (i) bid on the Anaheim Assets and the Cerritos Assets, (ii)
entered into the Townsend APA and the Cerritos APA and/or (iii)
submitted the Rusnak Anaheim Application and the Rusnak Cerritos
Application.

   2. LRJC and Rusnak will be deemed to have mutually agreed to
terminate the Cerritos APA; the Cerritos APA will be terminated as
between LRCJ and Rusnak; neither LRJC nor Rusnak will be deemed to
be in breach of the Cerritos APA; LRJC may, subject to the terms
and conditions of the Settlement Agreement, proceed with a sale of
the Cerritos Assets to LRJ Automotive, LLC. in accordance with the
asset purchase agreement entered into with LRJ Automotive, LLC.

   3. JLRNA will not be deemed to have breached the Settlement
Agreement in any way relating to Rusnak, the Cerritos APA, the
Townsend APA, the Rusnak Cerritos Application and the Rusnak
Townsend Application.

   4. Neither Rusnak nor any affiliate of Rusnak will, at any time
after the closing (as defined in the Anaheim APA), seek to,
directly or indirectly, own (in whole or in part) or control the
Cerritos Assets (or any part thereof) including, without
limitation, the Jaguar and the Land Rover dealerships currently
owned by LRJC, Inc.

   5. LRJC will return or cause the return of the $300 Cerritos
Deposit to Rusnak.

                     About Townsend Corporation

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos --
http://www.lrjah.com/and http://lrjcerritos.com/-- filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  The Debtors sell new Jaguar and Land
Rover vehicles and various previously owned vehicles.  The Debtors
also have service and parts departments.  The Debtors are
principally owned and operated by Ernest Townsend and his son,
Joshua Townsend.  LRJ Anaheim has been in business since 2000.
LRJ Cerritos has been in business since 2006.

The Chapter 11 cases were reassigned from Judge Robert N. Kwan to
Judge Catherine E. Bauer.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent
the Debtors.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TRIAD GUARANTY: Illinois Regulator Sacks Top Executives
-------------------------------------------------------
The Illinois Department of Insurance terminated Kenneth W. Jones,
the president, chief executive officer and principal financial
officer of, Earl F. Wall, the senior vice president, secretary and
general counsel, and Shirley A. Gaddy, the senior vice president,
Operations of Triad Guaranty Insurance Corporation.

In connection with this action, on Jan. 3, 2013, Mr. Jones
resigned as Triad Guaranty Inc.'s President, Chief Executive
Officer and Principal Financial Officer and Mr. Wall resigned as
the Company's Senior Vice President, Secretary and General
Counsel.  As a result, Messrs. Jones and Wall and Ms. Gaddy are no
longer employed by TGIC or by the Company.

As previously reported, the Company's mortgage insurer subsidiary,
TGIC, has been placed into rehabilitation, whereby the Department
has been vested with possession and control over all of TGIC's
assets and operations, and the Company no longer has any oversight
or authority over TGIC and its business affairs.

Also, Kenneth S. Dwyer, the Company's senior vice president and
chief accounting officer, has tendered his resignation from that
position effective Jan. 4, 2013.  Mr. Dwyer remains employed by
TGIC as its senior vice president and chief accounting officer.

The Company intends to engage Messrs. Jones and Wall as
consultants to assist the Company in matters related to their
prior positions under terms to be negotiated by the parties in the
future.

In connection with Mr. Jones' resignation from the Company, on
Jan. 3, 2013, William T. Ratliff III, the Company's Chairman, was
elected as President and Chief Executive Officer of the Company.

                      About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

                 Going Concern/Bankruptcy Warning

"The Company has prepared its financial statements on a going
concern basis under GAAP, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  However, there is substantial doubt as
to the Company's ability to continue as a going concern.  This
uncertainty is based on, among other things, Triad's current non-
compliance with a provision of the second Corrective Order, the
possible failure of Triad to comply with other provisions of the
Corrective Orders, and the Company's ability to generate enough
income over the term of the remaining run-off to overcome its
$802.8 million deficit in assets at September 30, 2012."

The positive impact on statutory surplus resulting from the second
Corrective Order has resulted in Triad reporting a policyholders'
surplus in its SAP financial statements of $224.1 million at
Sept. 30, 2012, as opposed to a deficiency in policyholders'
surplus of $834.5 million on the same date had the second
Corrective Order not been implemented.  While the implementation
of the second Corrective Order has deferred the institution of an
involuntary receivership proceeding, no assurance can be given
that the Department will not seek receivership of Triad in the
future and there continues to be substantial doubt about the
Company's ability to continue as a going concern.

The Department may seek receivership of Triad based on Triad's
current non-compliance with a provision of the second Corrective
Order or for any other violation of the Illinois Insurance Code.
Moreover, if the Department determines that Triad is insolvent
under applicable law, it would be required to institute a
receivership proceeding over Triad.  In addition, the Department
retains the inherent authority to institute such proceedings
against Triad for any reason and Triad has previously agreed not
to contest the taking of any such actions.

As of Nov. 14, 2012, the Department has not issued any final
decision or order as a result of the public hearing and Triad's
request to amend the second Corrective Order.  Because the subject
matter of the hearing specifically included an assessment of
whether the Department should implement a different regulatory
approach with respect to Triad, including institution of
receivership proceedings for the conservation, rehabilitation or
liquidation of Triad, the Company believes institution of such a
proceeding could be imminent.  If this should occur, among other
things, TGI could lose control of Triad and could be forced to
deconsolidate its financial statements.  Any such actions would
likely lead TGI to institute a proceeding seeking relief from
creditors under U.S. bankruptcy laws, or take other steps to wind
up its business and liquidate.


TRUSTMARK GROUP: A.M. Best Affirms 'bb' Debt Rating
---------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of A-
(Excellent) and issuer credit ratings (ICR) of "a-" of Trustmark
Insurance Company, Trustmark Life Insurance Company (Trustmark
Life) (both domiciled in Lake Forest, IL) and Trustmark Life
Insurance Company of New York (Trustmark Life NY) (Albany, NY)
(collectively referred to as Trustmark).

Concurrently, A.M. Best has affirmed the ICR of "bbb-" of the
holding company, Trustmark Group, Inc. (Trustmark, Inc.) and the
debt rating of "bb" on $75 million floating rate trust preferred
securities due 2035 ($39 million outstanding) issued by Trustmark
Finance Trust I.  The outlook for all ratings is stable.

The rating affirmations reflect the organization's favorable risk-
adjusted capitalization, profitable operating results and the
overall diversity of its insurance offerings.  Additionally,
Trustmark continues to report strong premium growth and
profitability in its core voluntary benefits segment, despite a
challenging economic environment.  Trustmark is positioning itself
for revenue growth in its core businesses to outpace the revenue
from non-core or divested segments.

Trustmark Life continues to have a fair amount of risk related to
in-force business within the group health market, primarily in its
group major medical business.  As the Trustmark organization moves
through its transition process, it has become less reliant on
group major medical business for revenue and operating earnings
than in the past.  Historically, the group major medical market
always has been volatile, and recently, has become increasingly
difficult on a state and national regulatory basis.  In recent
years, Trustmark has made a conscious effort to grow its non-
insurance risk segments, such as third party administrative
services through its CoreSource division.  In February 2010, the
Trustmark organization acquired Health Fitness Corporation to use
as a platform for its consumer health advice services.

Trustmark, Inc.'s debt-to-capital ratio is approximately 12.6%,
which is considered low and it maintains ample interest coverage.

Trustmark's ratings are well positioned at their current level.
Factors that could result in negative rating actions include
adverse trends in capital, growth of its voluntary line of
products below A.M. Best's expectations or challenges to grow its
small group stop-loss business.


UNILAVA CORP: Files Amended Q3 Form 10-Q in XBRL Format
-------------------------------------------------------
Unilava Corporation has amended its quarterly report on Form 10-Q
for the quarter ended Sept. 30, 2012, which was originally filed
with the Securities and Exchange Commission on Dec. 18, 2012, for
the sole purpose of furnishing the Interactive Data File as
Exhibit 101 in accordance with Rule 405 of Regulation S-T.
Exhibit 101 to the report furnishes the following items from the
Form 10-Q formatted in eXtensible Business Reporting Language
(XBRL):

   (i) the unaudited Consolidated Balance Sheets as of Sept. 30,
       2012, and audited Consolidated Balance Sheets as of
       Dec. 31, 2011;

  (ii) the unaudited Consolidated Statements of Operations and
       Comprehensive Loss for the three and nine months ended
       Sept. 30, 2012, and 2011;

(iii) the unaudited Consolidated Statements of Cash Flows for the
       nine months ended Sept. 30, 2012, and 2011; and

  (iv) the unaudited Notes to Condensed Consolidated Financial
       Statements.

No other changes have been made to the Form 10-Q.  This Amendment
does not reflect events that have occurred after the Dec. 18,
2012, filing date of the Form 10-Q, or modify or update the
disclosures presented therein, except to reflect the amendment.

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

                        http://is.gd/mbxyVB

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

The Company reported a net loss of $2.98 million in 2011, compared
with a net loss of $1 million in 2010.

In its audit report accompanying the financial statements for
fiscal 2011, De Joya Griffith & Company, LLC, in Henderson,
Nevada, noted that the Company has suffered losses from
operations, which raises substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $2.75
million in total assets, $8.07 million in total liabilities and a
$5.31 million total stockholders' deficit.


UNITED AMERICAN: Amends Fiscal 2012 Form 10-K
---------------------------------------------
United American Healthcare Corporation filed an amendment no. 1 to
the annual report on  Form 10-K/A to amend Item 8. Financial
Statements and Supplementary Data, Report of Independent
Registered Public Accounting Firm for the fiscal years ended
June 30, 2012, as filed with the Securities and Exchange
Commission on Oct. 11, 2012.

The report of the registered public accounting firm was amended to
report on financial statements for the year ended June 30, 2011.
In addition, consolidated statements of operations and
consolidated statements of cash flows for the year ended June 30,
2010, were removed.  The Notes to the Consolidated Statements were
also revised to remove references to income statement information
related to the fiscal  year ended June 30, 2010.

The amendment does not otherwise update information in the
original filing to reflect facts or events occurring subsequent to
the date of the Original Filing.

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

                        http://is.gd/kNIHsh

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

The Company's balance sheet at Sept. 30, 2012, showed
$15.5 million in total assets, $12.9 million in total liabilities,
and stockholders' equity of $2.6 million.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.


UNITED SECURITY: A.M. Best Cuts Fin'l Strength Rating to 'B-'
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B (Fair) and issuer credit rating to "bb-" from "bb"
of United Security Assurance Company of Pennsylvania (United
Security) (Souderton, PA).  The outlook for both ratings has been
revised to negative from stable.

The rating downgrades reflect a material decline in United
Security's capital and surplus through September 30, 2012, which
led to a corresponding decline in its risk-adjusted capital.  In
addition, United Security has reported net losses over the past
two years with operating performance in 2012 negatively impacted
by a significant but voluntary, expected one time increase in
Incurred But Not Reported reserves across several of its acquired
long-term care blocks.  Although the company is in the process of
obtaining and implementing substantial rate increases, A.M. Best
believes it is unlikely that near-to-medium-term operating results
will enable United Security to replenish all of its lost capital,
and more importantly, potentially absorb any additional reserve
increases if they should be required.  Although the company has
been able to diversify into the whole life area, A.M. Best notes
that United Security continues to have a limited business profile
to offset its concentration in the long-term care business.

A.M. Best believes United Security's future operating success is
largely predicated on its ability to garner significant price
increases across two of its acquired long-term care blocks.  These
increases may take several years to be fully implemented over the
affected books of business.

United Security's investment portfolio is primarily made up of
fixed income investments and has performed well to date.  Although
United Security's portfolio contains a material proportion of
structured securities relative to its capital base, A.M. Best
believes this exposure is currently manageable.

The negative outlook reflects A.M. Best's belief that further
negative rating actions may occur if United Security's operating
losses continue and/or its capital materially declines.
Additionally, any acceleration of required debt payments at the
parent would likely lead to additional negative rating actions.


UNIVERSITY GENERAL: Crowe Horwath Replaces MKA as Accountants
-------------------------------------------------------------
University General Health System, Inc., dismissed Moss, Krusick &
Associates, LLC, as the Company's independent registered public
accounting firm, effective Dec. 29, 2012.  MKA had served as the
Company's independent registered public accounting firm since
March 9, 2011, and was approved by the Board to audit the
Company's consolidated financial statements for the year ended
Dec. 31, 2011.  The dismissal of MKA was not as a result of any
disagreements with the Company.

The Company's Board approved the engagement of Crowe Horwath LLP
as the Company's new independent registered public accounting firm
to audit the Company's consolidated financial statements for the
year ending Dec. 31, 2012.

The audit report of MKA on the consolidated financial statements
of the Company, as of and for the year ended Dec. 31, 2011, did
not contain any adverse opinion or disclaimer of opinion, nor was
it qualified or modified as to uncertainty, audit scope, or
accounting principles, except for modifications for going concern
uncertainty.

During the Company's two most recent fiscal years and the
subsequent interim period preceding Crowe's engagement, neither
the Company nor anyone on behalf of the Company consulted with
Crowe regarding the application of accounting principles to any
specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the Company's financial
statements, and Crowe did not provide any written or oral advice
to the Company.

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


UNIVERSITY GENERAL: Inks First Amendment to April 30 Warrants
-------------------------------------------------------------
As previously disclosed, University General Health System, Inc.,
entered into a Securities Purchase Agreement, dated as of
April 30, 2012, with institutional investors for the private
issuance and sale by the Company to the Purchasers of (i) an
aggregate of 7,616 shares of the Company's Series C Variable Rate
Convertible Preferred Stock and (ii) warrants to purchase up to an
aggregate of 17,309,094 shares of the Company's common stock.

On Dec. 31, 2012, the Company and each holder of the Warrants
entered into a First Amendment to Warrants pursuant to which:

   (i) the full ratchet price protection in the Warrants was
       deleted;

  (ii) the Company agreed, subject to certain limited exceptions,
       not to issue Common Stock for consideration per share less
       than the then existing exercise price per share under the
       Warrants without the consent of each holder of the
       Warrants; and

(iii) the holders of the Warrants relinquished their right to
       require the Company to purchase the Warrants for cash upon
       the occurrence of certain fundamental transactions.

Any new Warrants issued on or after Jan. 4, 2013, by the Company
to the Purchasers as "Greenshoe Securities" pursuant to the
Securities Purchase Agreement will reflect the amendments to the
terms of the Warrants set forth in the First Amendment to
Warrants.

Also on Dec. 31, 2012, (i) the Company and the holders of Warrants
to purchase an aggregate of 17,309,094 shares of Common Stock
entered into a Second Amendment to Warrants pursuant to which the
exercise price per share for those holders was reduced to $0.15
per share if and only if such Warrants are exercised on or before
Dec. 31, 2012, (ii) each holder of the Warrants consented to the
issuance of Common Stock at an exercise price of $0.15 per share
as contemplated by the Second Amendment to Warrants, which
issuance would constitute a Dilutive Issuance and (iii) each
holder of Preferred Shares waived the full ratchet price
protection that would otherwise be triggered under the Certificate
of Designation relating to the Preferred Shares by the issuance of
Common Stock at an exercise price of $0.15 as contemplated by the
Second Amendment to Warrants.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


UNIVERSITY GENERAL: Presents at Sidoti & Company Conference
-----------------------------------------------------------
University General Health System, Inc., presented at the Sidoti &
Company Annual New York Micro-Cap Conference.  The conference will
was held Jan. 7, 2013, at the Grand Hyatt New York Hotel in New
York City.  Hassan Chahadeh, M.D., Chairman and Chief Executive
Officer, and Donald Sapaugh, President, were available for one-on-
one meetings with investors during the day at the conference.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


US FOODS: S&P Retains 'CCC+' Rating Despite $200MM Notes Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the 'CCC+' rating on
Rosemont, Ill.-based US Foods Inc.'s (USF's) upsized
$1.175 billion senior unsecured notes due 2019, which includes
the proposed $200 million add-on, is unchanged.  The recovery
rating on the notes is '6', indicating S&P's expectation of
negligible recovery (0% to 10%) for note holders in the event of a
payment default or bankruptcy.  S&P expects that the proceeds from
the add-on offering will be used to repay over $190 million of
USF's 11.25% senior subordinated notes, the related make-whole
premium, and fees.  The ratings are subject to change and assume
the transaction is closed on substantially the terms presented to
S&P.

"All of our other existing ratings on the company, including the
'B' corporate credit rating, remain unchanged.  The outlook is
stable.  Pro forma for the proposed transaction, total debt
outstanding is about $4.9 billion," S&P said.

USF's ratings reflect Standard & Poor's analysis that the
company's financial risk profile will remain "highly leveraged"
for the foreseeable future.  "This is based on our opinion that
the company has a very aggressive financial policy and significant
debt burden.  It is our opinion that the company's gross margin
will remain under pressure because of continued weak demand and
higher expenses, specifically elevated food costs.  However, we
expect credit measures to show slight improvement through 2014
thanks to fixed cost reductions and some debt repayment.  Over the
next year, we expect adjusted leverage to approach 7x and the
ratio of funds from operations (FFO) to total debt to remain weak
at roughly 8.5%," S&P added.

S&P's "fair" business risk assessment reflects USF's participation
in an intensely competitive, low-margin industry.  The company
benefits from its satisfactory market position, relatively stable
historic industry demand, and broad geographic diversification
within the U.S.  Nevertheless, the potential for meaningfully
higher food costs next year (stemming from the 2012 drought) is a
key risk factor.  If food prices increase significantly, USF's
profitability could fall.  This could occur if volume drops
because of fewer people purchasing food away from home, or if food
service distributors are unable to pass through most food-cost
inflation to customers.

For the complete corporate credit rationale, please see the
research update on US Foods Inc. published Nov. 30, 2012, on
RatingsDirect.

RATING LIST

Rating unchanged
US Foods Inc.

Corporate credit rating             B/Stable/--
   Senior secured                      B-
   Recovery rating                     5

   Senior unsecured
   $1.175 mil. 8.5% notes           CCC+
    Recovery rating                    6


US POSTAL: To Accelerate Steps to Restructure Ops & Cut Costs
-------------------------------------------------------------
The United States Postal Service said in a statement on Jan. 14
that The Postal Service Board of Governors met last week to
discuss a wide range of accelerated cost cutting and revenue
generating measures in the face of an unprecedented set of
financial challenges, heightened by the inability of Congress to
pass comprehensive postal legislation.  Citing the fact that the
Postal Service cannot wait indefinitely for legislation, the USPS
Board of Governors has directed management to accelerate the
restructure of Postal Service operations to further reduce costs
in order to strengthen Postal Service finances.  Specifically, the
Board approved restructuring initiatives and also instructed the
Postal Service to revise its 2012 five-year comprehensive plan to
account for current financial and liquidity conditions.

The Postal Service is currently implementing major cost reduction
efforts throughout its retail, delivery and mail processing
operations.  Since 2006, the Postal Service has reduced its annual
cost base by approximately $15 billion and reduced the size of its
career workforce by 168,000 or 24 percent.  During these
unprecedented cost cutting initiatives, the Postal Service
continued to deliver record levels of service to its customers.

Despite achieving record growth in its package business and
stabilization of other revenues, the Postal Service continues to
operate with an inflexible business model that hinders its ability
to be self-sufficient.  In Fiscal Year 2012, the Postal Service
was forced to default on $11.1 billion in mandated payments to the
U.S. Treasury, which contributed to a recorded loss of $15.9
billion.

The Postal Service continues to seek legislation to provide it
with greater flexibility to control costs and generate new
revenue, and encourages the 113th Congress to make postal reform
legislation an urgent priority.

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation -- 151 million residences, businesses and Post Office(TM)
Boxes.  The Postal Service(TM) receives no tax dollars for
operating expenses, and relies on the sale of postage, products
and services to fund its operations.  With 32,000 retail locations
and the most frequently visited website in the federal government,
usps.com, the Postal Service has annual revenue of more than $65
billion and delivers nearly 40 percent of the world's mail.  If it
were a private sector company, the U.S. Postal Service would rank
35th in the 2011 Fortune 500.  In 2011, Oxford Strategic
Consulting ranked the U.S. Postal Service number one in overall
service performance of the posts in the top 20 wealthiest nations
in the world. Black Enterprise and Hispanic Business magazines
ranked the Postal Service as a leader in workforce diversity.  The
Postal Service has been named the Most Trusted Government Agency
for six years and the sixth Most Trusted Business in the nation by
the Ponemon Institute.


UTSTARCOM HOLDINGS: Ordinary Shares Tender Offer Oversubscribed
---------------------------------------------------------------
UTStarcom Holdings Corp. announced the preliminary results of its
tender offer for the purchase of up to 25,000,000 of its ordinary
shares at a price of $1.20 per share, which expired at 5:00 P.M.,
New York City time, on Thursday, Jan. 3, 2013.

Based on the preliminary count by Computershare Trust Company
N.A., the depositary for the tender offer, a total of 62,964,139
of UTStarcom's ordinary shares were properly tendered and not
properly withdrawn.  Additionally, 1,058,784 shares were tendered
pursuant to notice of guaranteed delivery procedures.

In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the depositary, UTStarcom
expects to accept for purchase 25,000,000 of its ordinary shares
at a purchase price of $1.20 per share, for an aggregate cost of
approximately $30 million, excluding fees and expenses relating to
the tender offer.

The 25,000,000 shares expected to be purchased in the tender offer
represent approximately 17.6% of UTStarcom's currently issued and
outstanding ordinary shares.  Based on these preliminary numbers,
UTStarcom anticipates that, following settlement of the tender
offer, it will have approximately 117,067,711 ordinary shares
outstanding.

Due to the oversubscription of the tender offer, UTStarcom expects
that the number of shares that UTStarcom will purchase from each
tendering shareholder will be prorated.  Based on the preliminary
count, UTStarcom estimates that the proration factor will be
approximately 39.7%, excluding shares tendered pursuant to
guaranteed delivery procedures, or 39.1%, assuming all shares
tendered pursuant to guaranteed delivery procedures are properly
delivered.

Jefferies & Company, Inc., is the dealer manager for the tender
offer.  The information agent for the tender offer is Alliance
Advisors LLC.  Shareholders, banks and brokers who have questions
may call the dealer manager at (877) 547-6340 (toll free) or the
information agent at (877) 777-5603 (toll free).

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.


UTSTARCOM HOLDINGS: Amends Tender Offer Statement on Schedule TO
----------------------------------------------------------------
UTStarcom Holdings Corp. has amended and supplemented the Tender
Offer Statement on Schedule TO originally filed with the
Securities and Exchange Commission on Nov. 30, 2012, and relates
to the offer by UTStarcom Holdings Corp. to purchase up to
25,000,000 of its ordinary shares, $0.00125 par value per share,
at a price of $1.20, net to the seller in cash, less any
applicable withholding taxes and without interest.

The Company's offer was made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated Nov. 30, 2012,
and in the related Letter of Transmittal, copies of which were
previously filed on Schedule TO dated Nov. 30, 2012.

The amendment was intended to satisfy the reporting requirements
of Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as
amended.

   (1) The second full sentence in the paragraph under the heading
      "Once I have tendered Shares in the Offer, may I withdraw
       my tendered Shares?", on page 4 of the Offer to Purchase,
       is hereby amended and restated as follows:

      "If we have not accepted for payment the Shares you have
       tendered to us, you may also withdraw your Shares beginning
       at 12:01 A.M., New York City time, on Wednesday, January
       30, 2013."

   (2) The second sentence in the first paragraph under "Item 4.
       Withdrawal Rights.", on page 17 of the Offer to Purchase,
       is hereby amended and restated as follows:

      "Shares tendered pursuant to the Offer may be withdrawn at
       any time before the Expiration Date and, unless we have
       accepted tendered Shares for payment under the Offer, may
       also be withdrawn beginning at 12:01 A.M., New York City
       time, on Wednesday, January 30, 2013."

   (3) The third sentence in the second paragraph under the
       heading "2. Requirements of Tender.", on page 8 of the
       Letter of Transmittal, is hereby amended and restated as
       follows:

      "Shares that have not previously been accepted by UTStarcom
      for payment may be withdrawn beginning at 12:01 A.M., New
      York City time, on Wednesday, January 30, 2013."

  (4) The second sentence in the first paragraph under "Item 7.
      Conditions of the Offer.", on page 19 of the Offer to
      Purchase, is hereby amended and restated as follows:

     "Notwithstanding any other provision of the Offer, we will
      not be required to accept for payment, purchase or pay for
      any Shares tendered, and may terminate or amend the Offer or
      may postpone the acceptance for payment of or the payment
      for Shares tendered, subject to Exchange Act Rule 13e-4(f)
      (5), which requires that we must pay the consideration
      offered or return the Shares tendered promptly after
      termination or withdrawal of the Offer, if any time on or
      after the date of this Offer to Purchase and prior to the
      Expiration Date any of the following events have occurred
     (or are determined by us to have occurred) that, in our
      reasonable judgment and regardless of the circumstances
      giving rise to the event or events (excluding any action or
      inaction by us), makes it inadvisable to proceed with the
      Offer or with acceptance for payment or payment for the
      Shares in the Offer:"

  (5) The paragraph entitled "Share Repurchase Program." under
     "Item 11. Interest of Directors and Executive Officers;
      Transactions and Arrangements Concerning the Shares.", on
      page 26 of the Offer to Purchase is hereby amended and
      supplemented by adding the individual repurchases made by
      the Company pursuant to the share repurchase program during
      the 60 days prior to Nov. 30, 2012.

A copy of the filing is available at http://is.gd/KhStad

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.


UTSTARCOM HOLDINGS: Buys 25-Mil. Ordinary Shares for $30-Mil.
-------------------------------------------------------------
UTStarcom Holdings Corp. announced the final results of its
previously announced tender offer to purchase up to 25,000,000 of
its ordinary shares at a price of $1.20 per share, which expired
at 5:00 P.M., New York City time, on Thursday, Jan. 3, 2013.

UTStarcom has accepted for purchase 25,000,000 of its ordinary
shares at a price of $1.20 per share, for an aggregate cost of
$30,000,000 excluding fees and expenses relating to the tender
offer.

Based on the final tabulation by Computershare Trust Company N.A.,
the Depositary for the tender offer, 63,357,546 of UTStarcom's
ordinary shares were properly tendered and not withdrawn
(excluding any conditional tenders that were not accepted due to
the specified condition not being satisfied).  UTStarcom has been
informed by the Depositary that, after giving effect to the
priority for "odd lots," the final proration factor is
approximately 39.4%.

The Depositary will promptly issue payment for the shares validly
tendered and accepted for purchase and will return all other
shares tendered.

Immediately following the purchase of the tendered shares,
UTStarcom expects to have approximately 117,068,276 ordinary
shares outstanding.

Jefferies & Company, Inc., is the dealer manager for the tender
offer.  The information agent for the tender offer is Alliance
Advisors LLC.  Shareholders, banks and brokers who have questions
may call the dealer manager at (877) 547-6340 (toll free) or the
information agent at (877) 777-5603 (toll free).

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.


VERMILLION INC: Stockholder Meeting Delay Prompts Delisting
-----------------------------------------------------------
George Bessenyei, Gregory V. Novak, and Robert S. Goggin,
shareholders of the Vermillion Inc., commented on Jan. 10 on the
inexcusable delay by the Company's Board in calling the 2012
Annual Stockholder meeting.

The Group nominated Robert S. Goggin as Director Nominee for the
2012 Annual Meeting almost a year ago, on February 15, 2012.  The
last Annual Stockholder Meeting was held on June 6, 2011, more
than 18 months ago.  Yet, as of Jan. 10, the Company has not
announced the date for its 2012 Annual Stockholder Meeting.

According to George Bessenyei, "One must ask what the Company is
so afraid of -- of course the logical answer is that the Company
knows that disenfranchised stockholders will vote for a change in
leadership, electing Mr. Goggin to the vacant seat."

The Concerned Vermillion Stockholders have been vigilant in
representing the interests of the Vermillion stockholders in
holding the 2012 Annual Meeting promptly, and have taken steps to
encourage the Company's Board to set a date for the meeting to
take place as required by law and the Company's Bylaws.  On
December 26, 2012 Group member Bessenyei sent a letter to the
Company, calling to the Board's attention its intentional
violation of relevant laws and rules and the Company's Bylaws
governing annual stockholder meetings.

Shortly thereafter, on January 3, 2012, NASDAQ sent the Company a
"Delisting Notice" notifying the Company that it is not in
compliance with NASDAQ's Listing Rule 5620(a), which requires the
Company to hold an annual meeting of stockholders no later than
one year after the end of the Company's fiscal year-end.

Rather than simply call the Annual Stockholder Meeting as required
by NASDAQ, the Company's bylaws and applicable provisions of
Delaware law, the Company on January 7, 2013 gave notice that it
intends to appeal the NASDAQ's determination, further
demonstrating, in the Group's opinion, that its true goal is to
avoid giving the stockholders a voice at all costs.

In order to force the Company to abide by its own Bylaws and the
requirements of Delaware law, as well as to avoid a NASDAQ
delisting process, on January 9, 2013, Bessenyei filed a complaint
in the Delaware Chancery Court, asking the Court to order the
Company to call and hold an annual meeting of stockholders at the
earliest practicable date.

Robert S. Goggin, stockholder Director Nominee concluded: "The
current situation again exemplifies why we need change at the
Board level.  When a Board regularly disregards stockholders'
rights, the market punishes all its stockholders with a low
valuation.  I believe that long-term investors are hesitant to
invest in Vermillion, when directors are fighting off stockholders
with frequent bylaw changes and other questionable methods.   The
recent delisting notice from NASDAQ demonstrates how desperate the
Board has become when trying to avoid the long overdue change.  As
a newly elected Director, I will relentlessly push for change in
the Board's attitude."

                        About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

After auditing the Company's results for 2011,
PricewaterhouseCoopers LLP, in Austin, Texas, expressed
substantial doubt about Vermillion, Inc.'s ability to continue as
a going concern.  The independent auditors noted that the Company
has incurred recurring losses and negative cash flows from
operations and has debt outstanding due and payable in October
2012.

The Company reported a net loss of $17.8 million in 2011, compared
with a net loss of $19.0 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.9 million in total assets, $11.5 million in total liabilities,
and stockholders' equity of $5.4 million.


VERTIS HOLDINGS: Taps FTI as Communications Consultants
-------------------------------------------------------
Vertis Holdings Inc., et al., asked the U.S. Bankruptcy Court for
the District of Delaware for authorization to employ FTI
Consulting, Inc., as communications consultants for the Debtors,
nunc pro tunc to the Petition Date.

FTI will assist the Debtors in developing and implementing
effective communications strategies to preserve continuity,
maximize value and facilitate the orderly administration of the
Debtors' cases.  In this regard, among others things, FTI will
support the Debtors with respect to:

  (a) Ensuring consistency of messaging across all communications,
      including appropriate levels of coordination with the buyer;

  (b) Providing ongoing employee updates to preserve the workforce
      and ensure continued focus during the Debtors' busiest
      season and throughout this transition;

  (c) Developing ongoing updates as well as specific presentations
      and letters, to address customer and vendor concerns,
      preserve these critical relationships and meet sale
      conditions;

  (d) Coodinating with vendor and employee support center
      operators to ensure accurate, up-to-date information is
      provided to all who use these resources;

  (e) Serving as primary media representative for all inquiries
      related to the Chapter 11 and sales processes; and

  (f) Performing other services commonly associated with strategic
      communications.

FTI's current hourly billing rates are:

           Senior Managing Director          $650
           Managing Director                 $600
           Sr. Director                      $525
           Director                          $425
           Sr. Consultant                    $350
           Consultant                        $250
           Paraprofessional                  $125

To the best of FTI's knowledge, information, and belief (i) FTI is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code, and holds no interest adverse to the Debtors or
their estates, and (ii) FTI has no connection with the |Debtors,
their creditors, the U.S. Trustee, or other parties in interest in
the Debtors' Chapter 11 cases.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.




VERTIS HOLDINGS: World Graphic Is Consultant for Inserts Biz.
-------------------------------------------------------------
Vertis Holdings Inc., et al., asked the U.S. Bankruptcy Court for
the District of Delaware for authorization to employ World Graphic
Services, nunc pro tunc to the Petition Date, as consultant to the
Debtors' Inserts business.

World Graphics has agreed to provide Max Harris and several
additional qualified personnel selected by Mr. Harris to perform,
or to continue to perform, certain consulting services for the
Debtors, including:

   a. overseeing and managing the day-to-day operations of
      Debtors' Inserts platform;

   b. managing plant consolidations agreed to by the Debtors' CFO;

   c. developing a complete revamp of the approach to managing the
      Debtors' Insert operations to reduce costs, improve quality,
      and improve customer service for the sustainable long-term.

   d. if requested by Debtors, assigning one or two engineers to
      certain of the Debtors' Inserts facilities, for a period of
      at least three but not more than nine months to implement
      changes in processed for buying paper, managing and using
      paper and ink, and improving the flow of materials (the
      "SWAT Team Project"); and

   e. attending meetings, preparing presentations, and traveling
      in connection with the foregoing services.

World Graphic will continue to receive direction from, and be
accountable to the CEO of Vertis, Inc., and all of World Graphic's
decisions and business plans must be approved in advance by the
CEO.

World Graphic will receive as compensation for its services:

   a. payment of a monthly fee of $165,000;

   b. reimbursement for all reasonable out-of-pocket expenses,
      provided that on a annual basis, World Graphic's monthly
      expenses will average no more than $35,000 per month
      (excluding any expenses for the SWAT Team Project); and

   c. $7,000 per week plus travel and expenses per SWAT Team
      assignment for each week in which one or more engineers ti
      assigned to said assignment.

World Graphic has informed the Debtors that to the best of World
Graphic's knowledge, information, and belief, (i) it is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code, and holds no interest adverse to the Debtors or
their estates in connection with the matters for which World
Graphic is to be retained y the Debtors, and (ii) it has no
connection with the Debtors, their creditors, the U.S. Trustee, or
other parties in interest in the Debtors' Chapter 11 cases.

Max Harris, the owner of World Graphic Services, attests, however,
that he and World Graphic's lead engineer, Ted Work, were
previously employed by World Color Press prior to its acquisition
by Quad in 2010.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VHGI HOLDINGS: Deborah Hutchinson Resigns from Board
----------------------------------------------------
Deborah Jenkins Hutchinson informed VHGI Holdings, Inc., that she
would be resigning from her position as a member of the Company's
Board of Directors.  Her resignation was effective as of Dec. 28,
2012.

                         About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

In a report on the Company's consolidated financial statements for
the year ended Dec. 31, 2011, Pritchett, Siler & Hardy, P.C., in
Salt Lake City, Utah, expressed substantial doubt about VHGI
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit.

The Company reported a net loss of $5.43 million in 2011, compared
with a net loss of $1.67 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $49.07
million in total assets, $54.61 million in total liabilities and a
$5.53 million total stockholders' deficit.

"The Company has current liabilities in excess of current assets
and has incurred losses since inception.  The Company has had
limited operations and has not been able to develop an ongoing,
reliable source of revenue to fund its existence.  The Company's
day-to-day expenses have been covered by proceeds obtained, and
services paid by, the issuance of stock and notes payable.  The
adverse effect on the Company's results of operations due to its
lack of capital resources can be expected to continue until such
time as the Company is able to generate additional capital from
other sources.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."


VIGGLE INC: Dan Marino Leads Fantasy Football Playoff Challenge
---------------------------------------------------------------
Viggle Inc. announced that former Miami Dolphins Hall of Fame
Quarterback Dan Marino has joined forces with Viggle and will act
as Honorary Commissioner of the MyGuy real-time fantasy football
game, now through the end of the 2014 season.  Marino's
involvement will start with the MyGuy Playoff Football Challenge,
running January 5-20.  He will provide Viggle members with
coaching tips and strategies to help them compete through this
year's playoffs for a chance to win the grand prize and join him
in New Orleans for The Big Game.

MyGuy is the first of its kind real-time fantasy sports game
played within the free Viggle application available for iOS and
Android devices.  MyGuy knows what teams are playing when a fan is
watching a football game on TV and rewards players for success
with Viggle points, which they can redeem for real rewards.
Throughout the playoffs, fans will compete for the single highest
score in games of MyGuy where users pick any player, any time
while watching the games live on TV.

"I am excited to be working with Viggle and MyGuy fantasy
football.  This is an innovative fantasy sports game that rewards
you for actually watching the game live and making changes based
on what is happening on the field - in real time," said Marino.
"Now, fans get to play the coach and make adjustments as the game
unfolds.  No more sitting by as your star player gets injured or
is having a bad game.  You can sub him out just like the coaches
do. What could be more fun and more realistic than that? Get
involved now and I will see you in New Orleans."

The nationwide leaderboard will track results weekly leading up to
the Grand Prize - a trip for two to The Big Game in New Orleans,
Louisiana - or one of four runner-up prizes - exclusive Marino
signed jerseys or helmets and 500,000 Viggle points each.  He will
be involved throughout the competition providing fantasy football
fans with exclusive tips and strategies from when to substitute a
running back, quarterback, or receiver to when to play a hot
defense.  Marino will also post his thoughts at MyGuy.Viggle.com
as well as on the Viggle blog and through social channels, giving
fans all the latest strategies for success.

"We know that our members have had some fun during the regular
season with MyGuy," said Greg Consiglio, Viggle President and COO.
"With the introduction of the MyGuy Playoff Football Challenge,
that level of competitive play will increase, and we're honored to
have hall of famer Dan Marino provide coaching tips and special
insights this postseason and throughout the 2014 season as well."

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VISUALANT INC: Marathon Capital Discloses 5.5% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Marathon Capital Management, LLC, disclosed that, as
of Dec. 31, 2012, it beneficially owns 5,124,000 shares of common
stock of Visualant Incorporated representing 5.5% of the shares
outstanding.  A copy of the filing is available at:
http://is.gd/WoxiqT

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $5.31
million in total assets, $5.11 million in total liabilities,
$170,616 in total stockholders' equity, and $31,807 in
noncontrolling interest.

PMB Helin Donovan, LLP, issued a "going concern" qualification on
the consolidated financial statements for the year ended Sept. 30,
2012.  The independent auditors noted that the Company has
sustained a net loss from operations and has an accumulated
deficit since inception which raise substantial doubt about the
Company's ability to continue as a going concern.


VISUALANT INC: Amends Charters, Code of Conduct & Ethics Policy
---------------------------------------------------------------
The Board of Directors of Visualant, Inc., amended the Company's
Audit, Compensation and Nominations and Governance Committee
Charters.  Copies of these amended Charters and the Code of Ethics
are available for free at:

                        http://is.gd/GIGIsw
                        http://is.gd/3fB8BP
                        http://is.gd/EBDnwP

In addition, on Dec. 28, 2012, the Company's Board of Directors
amended the Company's Code of Conduct & Ethics Policy, a copy of
which is available at http://is.gd/g6IgMG

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $5.31
million in total assets, $5.11 million in total liabilities,
$170,616 in total stockholders' equity, and $31,807 in
noncontrolling interest.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.


VITESSE SEMICONDUCTOR: Raging Capital Holds 18.1% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Raging Capital Master Fund, Ltd., and its
affiliates disclosed that, as of Jan. 1, 2013, they beneficially
own 6,491,127 shares of common stock of Vitesse Semiconductor
Corporation representing 18.1% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/Srx1ak

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities, and a $24.01 million total stockholders' deficit.


VUANCE LTD: Shareholders OK Change of Name to SuperCom Ltd.
-----------------------------------------------------------
At the annual general meeting of the shareholders of Vuance Ltd.
on Dec. 27, 2012, the shareholders approved Deloitte Brightman
Almagor Zohar & Co as the Company's independent public accountant
for the fiscal year 2012, and authorized the Company's Audit
Committee to fix the remuneration of the independent public
accountant in accordance with the volume and nature of their
services.

The shareholders elected Mrs. Tsviya Trabelsi and Messrs. Menachem
Mirski and David Mimon to serve as directors of the Company for
the coming year until the next annual general meeting of the
Company's shareholders.  The shareholders also elected Mrs.
Shlomit Sarousi to the Board of Directors of the Company, to serve
as an "external director" for a three-year term upon the fixed
remuneration terms provided under applicable law.

The shareholders approved the change of the name of the Company to
SuperCom Ltd. and approved the appointment of Mrs. Trabelsi as the
Chairman of the Board of Directors of the Company for a three-year
term commencing as of the date of Dec. 27, 2012..

                          About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.

The Company reported net income of US$1.02 million on US$7.92
million of revenue in 2011, compared with a net loss of US$1.96
million on US$7.38 million of revenue in 2010.

In the auditors report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Fahn Kanne & Co.
Grant Thornton Israel expressed substantial doubt about the
Company's ability to continue as a going concern.  The indepdent
auditors noted that the Company has incurred substantial recurring
losses and negative cash flows from operations and, as of Dec. 31,
2011, the Company had a working capital deficit and total
shareholders' deficit.

The Company's balance sheet at June 30, 2012, showed US$1.87
million in total assets, US$3.35 million in total liabilities and
a US$1.47 million total shareholders' deficit.


VYSTAR CORP: Amends Current Report to Add Financial Statements
--------------------------------------------------------------
Vystar Corporation previously filed with the Securities and
Exchange Commission, on Sept. 19, 2012, a current report on Form
8-K disclosing that the Company completed the acquisition of
SleepHealth, LLC.  Pursuant to the terms of the LLC Ownership
Interest Purchase Agreement, the Company became the sole member of
SleepHealth.

Item 9.01(a) and (b) of the Current Report on Form 8-K did not
include the historical financial statements of SleepHealth or the
unaudited pro forma combined financial information of the Company,
and instead contained an undertaking subsequently to file the
Financial Information.

The Company filed an amended Current Report for the purpose of
satisfying the Company's undertaking to file the Financial
Information required by Item 9.01(a) and (b) of Form 8-K.  Copies
of the financial statements are available at:

                       http://is.gd/pJaE3n
                       http://is.gd/MCCp2v

                        About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

The Company's balance sheet at Sept. 30, 2012, showed $1.31
million in total assets, $2.57 million in total liabilities and a
$1.25 million total stockholders' deficit.

                        Bankruptcy Warning

According to the Company's quarterly report on Form 10-Q for the
period ended June 30, 2012, there can be no assurances
that the Company will be able to achieve its projected level of
revenues in 2012 and beyond.  "If the Company is unable to achieve
its projected revenues and is not able to obtain alternate
additional financing of equity or debt, the Company would need to
significantly curtail or reorient its operations during 2012,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations."

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed
substantial doubt about Vystar's ability to continue as a going
concern, following its results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
recurring losses from operations, a capital deficit, and limited
capital resources.


VYSTAR CORP: Appoints Progress Equity Founding Partner to Board
---------------------------------------------------------------
Vystar Corporation announced that Paul Yeoham has joined its board
of directors effective Jan. 2, 2013, bringing the total number of
Vystar board members to seven.

Mr. Yeoham is a founding partner of Progress Equity Partners,
Ltd., a private equity investment firm that acquires majority
control of well-managed, entrepreneurial, service-based
businesses, and brings with him more than 20 years of financial
and investment management experience to the board.  Prior to
forming Progress Equity, he was a senior partner at Transition
Capital Partners, Ltd., a similar private equity firm.  Mr. Yeoham
joined Transition Capital Partners in 1993 as an associate, while
the firm operated as Best Associates, and became a partner in 1996
when the firm changed its name to Best, Patterson, Crothers and
Yeoham, Ltd.  Mr. Yeoham received a Bachelor's Degree in Business
Administration and Finance from the University of Texas at
Arlington and a Master's Degree in Business from Southern
Methodist University.

William Doyle, President and CEO of Vystar Corporation, commented,
"Paul's appointment to our Board of Directors comes at a pivotal
point in our growth story.  With the acquisition of SleepHealth,
the recent formation of two important durable medical equipment
(DME) partnerships and continued focus on the vertical integration
of Vystar businesses, his financial, M&A and operational
experience will be pivotal to successfully executing our expansion
strategy and evaluating any and all growth opportunities in the
year ahead."

Paul Yeoham stated, "I'm pleased to join Vystar's board of
directors.  The Company's new SleepHealth division and growing DME
partners, in addition to its core premium Vytex NRL product, have
laid a solid foundation for its next stage of growth which we
anticipate will be marked by increased revenue and profitability.
I look forward to becoming an integral aspect of their team and to
providing the necessary guidance and assistance to help them reach
their business objectives."

In addition to Vystar Corporation, Mr. Yeoham currently serves on
the boards of Terracare Associates and Oncology Molecular Imaging,
LLC.  He has previously served in a similar capacity for the
boards of Texas Home Health Holdings, Inc., Tributary Systems,
Inc., Digney York Associates, LLC, Network for Medical
Communication and Research, LLC (NMCR), Conisus, LLC (Envision
Communications) and more recently Westcon, Inc.

Other members of Vystar's Board of Directors include Tom Marsh,
President of Centrotrade Minerals and Metals, Inc. (dba:
Centrotrade Rubber USA), the technical advisory U.S. based
subsidiary of Centrotrade, a leading global distributor of rubber,
latex and chemicals; J. Douglas Craft, Founder and Chief Executive
Officer of Atlanta-based Medicraft Inc., one of the largest
independent distributors for Medtronic since 1984.  Over the past
ten years, Doug has been actively engaged in expanding the base of
businesses to include Intraoperative Neuro-Monitoring,
Orthopedics, Biologics, Interventional Pain therapies and
Government contracting; JC Allegra, MD, is the Co-Founder of NMCR,
an educational organization dedicated to assisting cancer
physicians in their utilization of new cancer therapies.  Dr.
Allegra is also the Founder of Lincoln Lee Investments, a family
office which supervises the investments of the Allegra Family.
Dr. Allegra is a NIH/NCI trained medical oncologist who
established the new Cancer Medicine Division at the University of
Louisville in 1980 and served the University from 1982-1989 as
Professor and Chairmen of its Department of Medicine; Mitsy
Mangum, Vice President of Investments at Mid-South Capital Inc.,
helped spearhead the SleepHealth acquisition and has over 25 years
of institutional and retail investment experience.  She also
serves as VP of finance for the Charleston School of Business Club
in Atlanta, Georgia; Dean Waters, a seventeen year financial
services veteran, is the Founder and Managing Director of FiveFold
Capital, an investment banking firm focused on early stage
companies and is a former senior executive of Commerce Street
Capital, Global Capital Finance, GMAC Commercial Finance, and Bank
of America; and William Doyle, President and CEO of Vystar
Corporation.

Mr. Yeoham was granted 400,000 options to purchase Company stock
at $.35 per share.  Those options vest 20,000 per fiscal quarter
of service by Mr. Yeoham to the Company's Board of Directors
beginning March 31, 2013, and continuing for each fiscal quarter
thereafter so long as Mr. Yeoham continues to be a member of the
Board of Directors on the last day of each such fiscal quarter.

                          About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

                        Bankruptcy Warning

According to the Company's quarterly report on Form 10-Q for the
period ended June 30, 2012, there can be no assurances
that the Company will be able to achieve its projected level of
revenues in 2012 and beyond.  "If the Company is unable to achieve
its projected revenues and is not able to obtain alternate
additional financing of equity or debt, the Company would need to
significantly curtail or reorient its operations during 2012,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations."

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed
substantial doubt about Vystar's ability to continue as a going
concern, following its results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
recurring losses from operations, a capital deficit, and limited
capital resources.

The Company's balance sheet at Sept. 30, 2012, showed $1.31
million in total assets, $2.57 million in total liabilities and a
$1.25 million total stockholders' deficit.


W25 LLC: Court Approves Avrum J. Rosen as Counsel
-------------------------------------------------
W25 LLC sought and obtained permission from the U.S. Bankruptcy
Court to employ The Law Offices of Avrum J. Rosen, PLLC as
counsel.

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

Compensation will be paid at the firm's customary hourly rate of
$450 to $495 per hour for partner time; and $250 to $375 for
associate time.  It is anticipated that the majority of the legal
services will be performed by Avrum J. Rosen at the hourly rate of
$495.

W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, in Huntington,
New York, serves as counsel.  The Debtor estimated assets and
debts of at least $10 million.


WATERSCAPE RESORT: Ex-Construction Manager Wants in on Settlements
------------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the former
construction manager for New York?s Cassa NY Hotel on Tuesday
accused the hotel?s reorganized developer, Waterscape Resort LLC,
of improperly excluding it from post-bankruptcy settlements with
subcontractors over unpaid work on the project.

In an objection filed in New York bankruptcy court, the
construction manager, Pavarini McGovern LLC, said that it must be
included in any settlement with the subcontractors, with mutual
releases among all parties, the report said.

Waterscape is trying to settle the subcontractors' claims at a
discount based on "unproven, unsubstantiated" allegations, the
report added.

                       About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel and Residences, filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
11-11593) on April 5, 2011.  Waterscape acquired property
consisting of three contiguous buildings at 66, 68 and 70 West
45th Street in Manhattan, for the sum of $20 million, and
developed the property into a 45-storey condominium project
including a luxury hotel, a restaurant and luxury residential
apartments.  The purchase was financed with a $17 million
acquisition loan and mortgage from U.S. Bank Association.  The
Cassa NY Hotel and Residences features 165 hotel rooms, and above
the hotel units, 57 residences.

Brett D. Goodman, Esq., and Lee William Stremba, Esq., at Troutman
Sanders LLP represent the Debtor as Bankruptcy Counsel.  Holland &
Knight LLP serves as its special litigation counsel.  The Debtor
disclosed $214,285,027 in assets and $158,756,481 in liabilities
as of the Chapter 11 filing.

A 3-member Official Committee of Unsecured Creditors has been
appointed in the Debtor's Chapter 11 case.  Schiff Hardin LLP,
serves as the Committee's counsel.

U.S. Bankruptcy Judge Stuart Bernstein confirmed Waterscape's
reorganization plan on July 22, 2011, which calls for repaying
much of the company's debt with proceeds from the $128 million
sale of the hotel section of the development.  The Plan was filed
on May 6, 2011.


WEST PENN: Fitch Cuts Rating on $726-Mil. Revenue Bonds to 'C'
--------------------------------------------------------------
Fitch Ratings has downgraded West Penn Allegheny Health System's
approximately $726 million series 2007A health system revenue
bonds issued by the Allegheny County Hospital Development
Authority to 'C' from 'CCC'.

The rating action follows a press report that WPAHS, Highmark
Inc., and WPAHS bondholders have tentatively agreed to a plan that
would reduce the amount owed to bondholders and prevent a
bankruptcy filing by WPAHS. Highmark and WPAHS confirm only that
discussions with bondholders are underway. Fitch notes that
information from management is limited due to the terms of a
nondisclosure agreement among the parties.

Nevertheless, Fitch believes that a negotiated debt restructuring
appears to be inevitable to forestall insolvency, given WPAHS's
financial deterioration and the failure of WPAHS and Highmark to
complete a proposed merger. In addition, on Jan. 3, 2013, WPAHS's
bond trustee issued a notice of default regarding WPAHS's failure
to release audited financial statements for the year ended
June 30, 2012, which were due 180 days from the end of the fiscal
year. WPAHS has 30 days to cure the default.


WEST 380: Files Schedules of Assets and Liabilities
---------------------------------------------------
West 380 Family Care Facility filed with the U.S. Bankruptcy Court
for the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $24,405,000
  B. Personal Property           $13,815,048
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $71,352,111
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $813,974
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,707,463
                                 -----------      -----------
        TOTAL                    $38,220,048      $82,873,548

A copy of the Debtor's schedules is available for free at:

           http://bankrupt.com/misc/WEST_380_sal.pdf

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  It estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.
Judge D. Michael Lynn presides over the case.


WESTMORELAND COAL: Jeffrey Gendell Discloses 18.9% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Jeffrey L. Gendell and his affiliates
diclosed that, as of Jan. 2, 2013, they beneficially own
2,677,150 shares of common stock of Westmoreland Coal Company
representing 18.9% of the shares outstanding.  Mr. Gendell
previously reported beneficial ownership of 2,840,261 common
shares or a 20.4% equity stake as of April 2, 2012.  A copy of the
amended filing is available for free at http://is.gd/eUDx65

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $971.15
million in total assets, $1.22 billion in total liabilities and a
$252.74 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."


WESTSIDE COMMUNITY BANK: Closed; Sunwest Bank Assumes Deposits
--------------------------------------------------------------
Westside Community Bank of University Place, Wash., was closed on
Friday, Jan. 11, 2013, by the Washington State Department of
Financial Institutions, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Sunwest
Bank of Irvine, Calif., to assume all of the deposits of Westside
Community Bank.

The two branches of Westside Community Bank will reopen during
their normal business hours as branches of Sunwest Bank.
Depositors of Westside Community Bank will automatically become
depositors of Sunwest Bank.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship in order to retain their deposit insurance
coverage up to applicable limits.  Customers of Westside Community
Bank should continue to use their existing branch until they
receive notice from Sunwest Bank that it has completed systems
changes to allow other Sunwest Bank branches to process their
accounts as well.

As of Sept. 30, 2012, Westside Community Bank had around $97.7
million in total assets and $96.5 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Sunwest Bank agreed to purchase essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-830-4705.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $20.3 million.  Compared to other alternatives, Sunwest
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Westside Community Bank is the first FDIC-insured
institution to fail in the nation this year, and the first in
Washington.  The last FDIC-insured institution closed in the state
was Bank of Whitman, Colfax, on Aug. 5, 2011.


WILLBROS GROUP: Unit Completes Sale of Interests to Interserve
--------------------------------------------------------------
Willbros Group, Inc. on Jan. 7 disclosed that its subsidiary,
Willbros International Finance & Equipment Limited, has signed a
definitive Share Purchase Agreement and has completed the sale of
all of the Company's interests in Oman to Interserve Holdings
Limited, a subsidiary of Interserve Plc, a U.K. company traded on
the London Stock Exchange, (the "Buyer").  The Buyer purchased
Willbros Middle East Limited, a subsidiary of Willbros that owns
its interest in The Oman Construction Company. The all-cash
transaction generated net proceeds to Willbros of over $36.0
million after transaction-related costs.  The transaction was
approved by the Boards of both Willbros Group and Interserve.

Randy Harl, President and Chief Executive Officer of Willbros,
said, "This sale of our Oman operations supports our strategic
plan to increase our focus on the robust North American markets
for energy infrastructure and enables us to further reduce our
debt obligations.  We are continuing to examine other non-
strategic asset sales and are making progress on the disposition
of certain underperforming units."

Willbros Group, Inc. -- http://www.willbros.com-- is an
independent contractor serving the oil, gas, power, refining and
petrochemical industries, providing engineering, construction,
turnaround, maintenance, life-cycle extension services and
facilities development and operations services to industry and
government entities worldwide.

                          *     *     *

As reported by the Troubled Company Reporter on Nov. 13, 2012,
Willbros amended its credit agreement to extend the maturity
date of its senior secured credit facility and to modify the debt
covenants and increase the amount of funds available for borrowing
under certain conditions.  The company also received incremental
term loans of $60 million.  These amendments have addressed some
of the debt maturity and liquidity concerns that led to Moody's
negative outlook in May of this year.  However, recent operating
results have been weak and the company is expected to generate
negative free cash flow this year.  In addition, this is the
second time the company has been forced to amend its credit
facility within the past 20 months and it has not addressed its
longer term financing needs.  Therefore, Moody's is maintaining
the company's B3 corporate family rating and Moody's negative
outlook.


WM SIX: Amends List of Top Unsecured Creditors
----------------------------------------------
WM Six Forks, LLC, has filed with the U.S. Bankruptcy Court for
the Eastern District of North Carolina an amendment to the list of
its top unsecured creditors.  Four entities were scratched from
the original list: (i) Thyssenkrupp Elevator Corp.; (ii)
Dreamscapes, LLC; (iii) Manning Fulton & Skinner, P.A.; (iv)
Neuwave Systems, Inc.  They were replaced with: (i) Kindberg
Contract; (ii) Hill's Complete Carpet; (iii) Rising Sun Pools;
(iv) Cary Reconstruction Co.

   Entity                          Type of Claim    Claim Amount
   ------                          -------------    ------------
Lenox Mortgage XVII, LLC         Apartment complex   $39,000,000
Attn: John Harrelson             known as Windsor   ($32,544,445
Aspen Square Management, Inc.    Manor Subdivision       secured)
380 Union Street, Suite 300      900 East Six Forks ($304,262.39
West Springfield, MA 01089       Road                senior lien)
                                 Raleigh, North
                                 Carolina 27604

Horizon, Inc.                    Windsor Manor       $899,737.80
Nelson G. Harris                (Order of Summary    ($0 secured)
7320 Six Forks Road, Suite 100   Judgment entered
Raleigh, NC 2615                 4/25/11)

Shelco, Inc.                     Winsor Manor           $700,754
Attn: Managing Agent            (Order and Judgment  ($0 secured)
5016 Parkway Plaza, Boulevard    entered 5/21/11)
Suite 100
Charlotte, NC 28217

Tindall Corporation              Windsor Manor       $335,199.70
Attn: Managing Agent                                 ($0 secured)
P.O. Box 1778
Spartanburg, SC 29304

Southeastern Electrical          Windsor Manor       $187,706.90
Distributors, Inc.              (Summary Judgment    ($0 secured)
                                 and Order to
                                 Disburse Funds
                                 entered on 3/29/11

Hughes Metal Works, LLC          Windsor Manor        $88,432.70
                                (Judgment entered    ($0 secured)
                                 3/15/11)

Abacus Management Group, LLC     Property Management  $64,727.20
                                 Services

Kindberg Contract                C1 carpet install    $10,817.89
Services, Inc.                   and sea floor

Hill's Complete Carpet           address change per    $8,551.58
                                 filed claim

Progressive Plumbing & Piping, Inc.                    $7,556.06

Time Warner (Fayetteville)                             $7,423.15

Petrucelli Construction                                $6,788.34

Steven Woodlief                                        $6,350.00

Rising Sun Pools                 salt water            $5,201.81
                                 conversion

Cary Reconstruction Co.                                $4,998.64

Pacific General, LLC                                   $4,130.00

Carolina Appliance Corporation                         $3,888.46

Baker Roofing Company                                  $3,507.84

Water Systems, Inc.                                    $3,202.50

SimplexGrinnell                                        $2,730.12

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor disclosed assets of $33.36
million and liabilities of $49.8 million.  The Debtor said in
court papers the Manor is valued at $32.54 million.  The Debtor
also owns a 15.15-acre property, the value of which is not yet
determined.  The Debtors' property serves as collateral to a $39
million debt to Lenox Mortgage XVI, LLC.  A copy of the schedules
filed together with the petition is available at
http://bankrupt.com/misc/nceb12-05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.


WM SIX: Amends Schedules of Assets and Liabilities
--------------------------------------------------
WM Six Forks LLC filed with the U.S. Bankruptcy Court for the
Eastern District of North Carolina an amendment to its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $32,545,557
  B. Personal Property              $819,348
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $45,049,891
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,946,369
                                 -----------      -----------
        TOTAL                    $33,364,906      $49,996,260

A copy of the Debtor's schedules is available for free at:

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

The Debtor disclosed assets of $33,694,906 and liabilities of
$49,753,702 in the prior iteration of the schedules.

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor said in court papers the
Manor is valued at $32.54 million.  The Debtor also owns a 15.15-
acre property, the value of which is not yet determined.  The
Debtors' property serves as collateral to a $39 million debt to
Lenox Mortgage XVI, LLC.  A copy of the schedules filed together
with the petition is available at http://bankrupt.com/misc/nceb12-
05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.


WOOD ENERGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Wood Energy Group, Inc.
        2255 Glades Road, #111E
        Boca Raton, FL 33431

Bankruptcy Case No.: 13-10688

Chapter 11 Petition Date: January 11, 2013

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Robert C. Furr, Esq.
                  FURR & COHEN
                  2255 Glades Road #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: bnasralla@furrcohen.com

Scheduled Assets: $3,699,985

Scheduled Liabilities: $8,483,301

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-10688.pdf

The petition was signed by Soneet R. Kapila, chief restructuring
officer.


WOUND MANAGEMENT: Extends Forbearance with Tonaquint
----------------------------------------------------
Wound Management Technologies, Inc., entered into a Second
Amendment to the forbearance agreement with Tonaquint, Inc.,
adding a fourth optional 30-day extension period.

Tonaquint and Wound Management previously entered into the
Forbearance Agreement with respect to the Secured Convertible
Promissory Note in the original principal amount of $560,000,
pursuant to which Tonaquint agreed, among other things, to refrain
from exercising its rights under the Note through Oct. 16, 2012,
subject to two optional 30-day extension periods.  On Dec. 5,
2012, Tonaquint and the Company entered into a First Amendment to
Forbearance Agreement, adding a third optional 30-day extension
period.

A copy of the Second Amendment is available for free at:

                        http://is.gd/HNzASo

                      About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about Wound Management's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has incurred substantial losses and has a working capital
deficit.

The Company's balance sheet at Sept. 30, 2012, showed $2.76
million in total assets, $6.36 million in total liabilities and a
$3.60 million deficit.


WPCS INTERNATIONAL: Held Conference Call to Discuss Q2 Results
--------------------------------------------------------------
WPCS International Incorporated held an earnings conference call
on Dec. 17, 2012, to discuss its unaudited financial results for
the second fiscal quarter ended Oct. 31, 2012.

"We are pleased to report a second consecutive quarter of EBITDA
profitability from our operation centers.  For the second quarter
of fiscal year 2013 ended October 31, 2012, our five operation
centers generated $1.4 million in EBITDA on revenue of $9.9
million.  This is a significant improvement from the $894,000 of
EBITDA on revenue of $21.7 million that was generated in the same
period one year ago," Andy Hidalgo, chairman and CEO of WPCS
International said.

"At the end of the second quarter, WPCS had a backlog of
approximately $28.9 million comprised of a variety of projects in
the public services, healthcare and energy sectors.  Our goal
continues to be converting more of our bids into backlog.  We are
confident we can do so.  The conversion of these bids to backlog
and the effective management of projects through completion will
give us the opportunity to build shareholder value," he added.

The script of the earnings conference call is available for free
at http://is.gd/irbXvH

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.

The Company's balance sheet at Oct. 31, 2012, showed $21.47
million in total assets, $14.69 million in total liabilities and
$6.78 million in total equity.

"At October 31, 2012, the Company had cash and cash equivalents of
$921,206 and working capital of $1,265,636, which consisted of
current assets of $15,897,614 and current liabilities of
$14,631,978, and on December 4, 2012, repaid the existing loan
with Sovereign.  However, the Company's outstanding obligations
under the Zurich Agreement and Indemnity Agreement raise
substantial doubt about the Company's ability to continue as a
going concern," according to the Company's Form 10-Q for the
period ended Oct. 31, 2012.


ZACHRY HOLDINGS: S&P Assigns Prelim. 'BB-' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'BB-' corporate credit rating to Zachry Holdings Inc.
At the same time, S&P also assigned its preliminary 'B+' issue
rating and '5' recovery rating (indicating S&P's expectation of
modest [10%-30%] recovery in the event of payment default) to
Zachry Holdings Inc.'s proposed $250 million senior unsecured
notes due 2020.

All ratings are subject to a review of final documentation.

"The ratings on Zachry reflect our view of the company's "weak"
business risk profile and "significant" financial risk profile.
"The stable outlook indicates our expectation for sustained mid-
single-digit EBITDA margins on recovering demand in its end
markets from the downturn in 2009 and 2010," said Standard &
Poor's credit analyst Robyn Shapiro.  S&P's financial risk
assessment reflects leverage expectations of leverage below 3x and
positive free cash flow generation prospects in 2013.  The
proposed refinancing extends the maturity on its existing debt.
The business risk profile assessment reflects the company's
exposure to cyclical end-markets amid competitive bidding.

The company provides engineering, procurement, and construction
(EPC), and maintenance and turnaround services in the U.S. to the
domestic energy and industrial infrastructure end markets,
including refining, petrochemicals, power generation, and other
related energy sectors.  Through the September 2012 acquisition of
JV Industrial Companies Ltd. (JVIC), Zachry has added to its
maintenance and turnaround business.  After being deferred during
the economic downturn, EPC projects, as well as maintenance and
plant turnaround activity, are slowly picking up across the
company's end markets.  Still, the company remains exposed to some
pricing pressure given the presence of a number of regional,
national and international competitors.

The ratings incorporate the inherent cyclicality of the
engineering and construction services sector in which Zachry
participates.  S&P believes other risks include the competitive
nature of the industry and the potential for cost overruns in the
execution of fixed-price contracts.  As of Sept. 30, 2012, a
little more than half of the company's revenues were from cost
reimbursable contracts with the remainder from contracts that are
primarily fixed-price.

S&P believes the company's long-term operating performance could
benefit from fundamentals supporting increased activity in some of
Zachry's end markets.  Additionally, with more than 15,000
employees, Zachry is one of the largest direct-hire EPC and
industrial service companies in the U.S.  The company estimates
that they self-perform more than 90% of the labor scope of
construction projects, including all of the major crafts (civil,
structural, mechanical, piping, insulation, electrical,
instrumentation, and controls), giving the company the ability to
directly control the majority of the on-site craft labor work
force and thereby reduce interface inefficiency costs and
duplication of overhead costs, which may occur in a subcontract
construction approach.  Therefore, S&P views this as a competitive
advantage for Zachry.

The company's backlog was $2.7 billion as of Sept. 30, 2012 (pro
forma for the JVIC acquisition), up significantly from
$1.8 billion at year-end 2011.  Its adjusted EBITDA margins remain
in the mid-single-digit area as of Sept. 30, 2012.  The cyclical
nature of the company's end markets and thin margins can
significantly erode operating results during a downturn.

"In our base case, we estimate leverage (including our
adjustments, mainly for operating leases and postretirement
obligations) at less than 3x in 2013, with funds from operations
(FFO) to debt of more than 20%.  For the current rating, we
consider debt to EBITDA of less than 3.5x and FFO to debt of about
20% to be appropriate.  John B. Zachry owns or controls 100% of
the company's equity and has the ability to control all matters
requiring shareholder approval, including the election of the
board of directors and significant transactions.  In our view,
during the past few years, the company's financial policies have
not been very aggressive given industry risks," S&P noted.

"The stable outlook reflects our expectation for positive free
cash flow in 2013 based upon slow ongoing recovery in the
company's end markets.  We could lower the ratings if a shortfall
in operating performance (arising from unexpected weakness in end-
market demand) dampens profit margins, leading to significantly
lower-than-expected free cash flow generation.  A downgrade is
also likely to occur if credit protection measures deteriorate--
for instance, if we expect adjusted leverage persistently above
3.5x.  We could consider raising the rating if we expect the
company to maintain leverage of less than 2.5x with consistent
free cash flow over the business cycle, and if we expect the
company to pursue financial policies consistent with a higher
rating," S&P added.


ZACKY FARMS: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
Zacky Farms, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of California an amendment to its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,045,303
  B. Personal Property           $63,518,973
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $67,946,326
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $41,351,354
                                 -----------      -----------
        TOTAL                    $76,564,276     $109,297,679

A copy of the Debtor's schedules is available for free at:

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

As reported by the Troubled Company Reporter on Dec. 4, 2012, the
Debtor filed its schedules, disclosing total assets of $72,233,554
and total liabilities of $67,345,041.

                      About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.

Bankruptcy Judge Thomas Holman presides over the case.  The
petition was signed by Keith F. Cooper, the Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZOGENIX INC: Expects to Report $36-Mil. Product Revenue for 2012
----------------------------------------------------------------
Zogenix, Inc., announced preliminary unaudited gross product sales
for the quarter ended Dec. 31, 2012.  Zogenix expects to report
fourth quarter 2012 gross product sales of approximately $13.5
million on 145,200 units shipped, with unit volume up
approximately 9% sequentially from third quarter 2012 and 26% from
fourth quarter 2011.  For the full year 2012, Zogenix announced
preliminary unaudited net product revenue of approximately $36
million, up approximately 18% over 2011 and slightly below
previously issued guidance of $37 million for 2012.  Preliminary
unaudited cash and cash equivalents as of Dec. 31, 2012, were
approximately $41.2 million.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.


ZOGENIX INC: Offering 15.7MM Common Shares, $75MM Securities
------------------------------------------------------------
Zogenix, Inc., filed a Form S-3 with the U.S. Securities and
Exchange Commission relating to the offering by the Company of
15,784,200 shares of its common stock that may be issued upon the
exercise of warrants that the Company sold in connection with the
public offering completed on July 27, 2012.  The proposed maximum
aggregate offering price is $39.5 million.  A copy of the Form S-3
prospectus is available at http://is.gd/2xOvUI

The Company also filed a separate Form S-3 prospectus relating to
the offering of any combination of debt securities, preferred
stock, common stock, debt warrants and equity warrants, either
individually or in units, in one or more offerings.  The aggregate
initial offering price of all securities sold under this
prospectus will not exceed $75,000,000.  The Company will sell
these securities directly to its stockholders or to purchasers or
through agents on the Company's behalf or through underwriters or
dealers as designated from time to time.  A copy of the prospectus
is available for free at http://is.gd/e5fgUj

The Company's common stock is traded on the Nasdaq Global Market
under the symbol "ZGNX."  On Jan. 4, 2013, the closing price of
the Company's common stock was $1.49.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.


ZOGENIX INC: Reports Positive Results From Relday Clinical Trial
----------------------------------------------------------------
Zogenix Inc. announced positive single-dose pharmacokinetic (PK)
results from the Phase 1 clinical trial of Relday, an
investigational candidate of a proprietary, once-monthly
subcutaneous formulation of risperidone for the treatment of
schizophrenia.  Adverse events in the Phase 1 trial in patients
diagnosed with schizophrenia were generally mild to moderate and
consistent with other risperidone products.

Based on the favorable safety and PK profile demonstrated with the
25 mg and 50 mg once-monthly doses tested in the Phase 1 trial,
Zogenix has extended the current study to include a 100 mg dose of
the same formulation.  The addition of this dose arm to the study
will enable evaluation of dose proportionality across the full
dose range that would be anticipated to be used in clinical
practice.  Positive results from this study extension would better
position Zogenix to begin a multi-dose clinical trial, which would
provide the required steady-state PK and safety data prior to
initiating Phase 3 development studies.  Zogenix expects to
complete the extension of the Phase 1 clinical trial during the
second quarter of 2013.

Roger L. Hawley, chief executive officer of Zogenix, said, "The
positive results from the first Relday study provide proof-of-
concept for a novel, long-acting, subcutaneous formulation of an
established antipsychotic to provide psychiatrists and their
patients with an improved treatment option.  Because the PK
profile, overall safety results and injection site reactions were
all favorable, we can now begin discussions with potential
partners for rest-of-world development and commercialization as we
continue with the 100 mg single-dose study extension of Relday.
We believe the data from all three dosage strengths will allow us
to accelerate both the 505(b)(2) development timeline and the
potential identification of an appropriate partner prior to
starting the multi-dose clinical trial."

Because this approach involves selecting the dose by administering
different volumes of the same formulation by a healthcare
professional, the development of Relday will first focus on
delivery by conventional needle and syringe while accelerating the
overall program timeline.  The introduction of the DosePro needle-
free technology can occur later in development or as part of life
cycle management after further work involving formulation
development, technology enhancements, and applicable regulatory
approvals.

Risperidone is one of the most widely prescribed medications used
to treat the symptoms of schizophrenia in adults and teenagers 13
years of age and older.  The global long-acting injectable
antipsychotic market was approximately $2 billion in 2011.  The
leading injectable product in the category requires twice-a-month
dosing, intramuscular injection and drug reconstitution prior to
use.  The combined market for oral and injectable antipsychotic
products was estimated at more than $17 billion in 2011.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.


ZOO ENTERTAINMENT: Ray Schaaf Named President and CEO
-----------------------------------------------------
The Board of Directors of indiePub Entertainment, Inc., formerly
Zoo Entertainment, Inc., appointed Ray Schaaf as President and
Chief Executive Officer of the Company and transitioned Mark
Seremet to the position of Chief Strategy Officer of the Company.
Effective Dec. 28, 2012, Mr. Schaaf became a member of the
Company's Board of Directors.

Mr. Schaaf, age 51, has over 25 years of digital media experience,
including games, content, ecommerce, and mobile industries.  Prior
to joining the Company as a consultant in August 2011, from 2009
Mr. Schaaf served as President of Neumedia, Inc. (f/k/a Mandalay
Media, Inc.) and also served on that company's Board.  From 2007
to 2009, Mr. Schaaf served as President and Chief Executive
Officer of Arcadia Entertainment, Inc.  From 2005 to 2007, Mr.
Schaaf was Chief Operating Officer of Navio, a digital content,
ecommerce, and promotions solution provider to Fox Interactive
Media, Shockwave, Disney, Sony BMG, EMI, and MasterCard.  Mr.
Schaaf previously held executive positions at Glu Mobile,
Intershop Communications AG, Veritas Software, NeXT Computers and
Ziff Davis.

The Company and Mr. Schaaf have entered into an Employment
Agreement pursuant to which Mr. Schaaf will be paid a base salary
of $300,000 per year.  For 2012 and in subsequent years, Mr.
Schaaf will be eligible to receive a year-end annual cash bonus.
The amount of the bonus will be up to a maximum of 100% of his
base salary.  Mr. Schaaf is entitled to a minimum of $75,000 for
his bonus for 2012.  On the Effective Date, Mr. Schaaf received a
grant of 1,375,000 restricted shares of the Company's common
stock.

Pursuant to the terms of the Schaaf Agreement, there is no
required minimum period of employment and either the Company or
Mr. Schaaf may terminate his employment under the Schaaf Agreement
at any time for any reason or no reason.  If Mr. Schaaf
voluntarily terminates the Schaaf Agreement, he is obligated to
give the Company at least 30 days' prior written notice.  If the
Company voluntarily terminates the Schaaf Agreement, the Company
is obligated to give Mr. Schaaf at least 30 days' prior written
notice.  In the event that the Company terminates the employment
of Mr. Schaaf Without Cause or if he terminates his employment for
Good Reason, each as defined in the Schaaf Agreement, Mr. Schaaf
is entitled to a severance payment equal to eighteen months of his
then base salary plus a pro-rata portion of the target bonus
through the date of termination.  If that termination occurs
during a change of control period, Mr. Schaaf is entitled to a
severance payment equal to up to eighteen months of his then base
salary plus his target bonus for the severance period.  Mr. Schaaf
will be indemnified by the Company and covered by its directors'
and officers' liability insurance policy.

Mr. Seremet, age 47, has been the Company's Chief Executive
Officer and President since May 2009, and has served as a director
since September 2008.  He has been Chief Executive Officer of Zoo
Games, Inc., a Subsidiary of the Company, since January 2009 and
has served as President of that company since April 2007.

The Company and Mr. Seremet have entered into an Employment
Agreement pursuant to which Mr. Seremet will be paid a base salary
of $285,000 per year.  For 2012 and in subsequent years, Mr.
Seremet will be eligible to receive a year-end annual cash bonus.
The amount of the bonus will be up to a maximum of 100% of his
base salary.  On the Effective Date, Mr. Seremet received a grant
of 550,000 restricted shares of the Company's common stock.

Pursuant to the terms of the Seremet Agreement, there is no
required minimum period of employment and either the Company or
Mr. Seremet may terminate his employment under the Seremet
Agreement at any time for any reason or no reason.  If Mr. Seremet
voluntarily terminates the Seremet Agreement, he is obligated to
give the Company at least 30 days' prior written notice.  If the
Company voluntarily terminates the Seremet Agreement, the Company
is obligated to give Mr. Seremet at least 30 days' prior written
notice. In the event that the Company terminates the employment of
Mr. Seremet Without Cause or if he terminates his employment for
Good Reason, each as defined in the Seremet Agreement, Mr. Seremet
is entitled to a severance payment equal to six months of his then
base salary plus a pro-rata portion of the target bonus through
the date of termination.  If that termination occurs during a
change of control period, Mr. Seremet is entitled to a severance
payment equal to up to twelve months of his then base salary plus
his target bonus for the severance period.  Mr. Seremet will be
indemnified by the Company and covered by its directors' and
officers' liability insurance policy.

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $25.87 million in 2011,
compared with a net loss of $14.03 million in 2010.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, EisnerAmper LLP, in
Edison, New Jersey, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has both incurred losses and
experienced net cash outflows from operations since inception.

The Company's balance sheet at Sept. 30, 2012, showed $1.94
million in total assets, $7.44 million in total liabilities and a
$5.49 million total stockholders' deficit.


* Fitch Says Taxable CEFs Rely on Select Few Banks for Funding
--------------------------------------------------------------
Banks continue to actively lend to taxable closed-end funds
(CEFs), helping CEFs meet their demand for short-term leverage,
according to data compiled by Fitch Ratings. Approximately 174
taxable CEFs utilized an aggregate of $24.4 billion in bank
borrowings as of 1H12. That amount was up $2.8 billion, or 13%
year over the year, and now constitutes 68% of total on-balance
sheet leverage in the sector.

"The aggregate lending remains concentrated among a short list of
banks. At least 45% of all committed bank line and margin loan
leverage is provided by one bank, and 65% by the top five. We
believe these numbers are closer to 75% and 85%, respectively,
when extrapolating financial data that did not disclose lender
identity," Fitch says.

"From a lending perspective, CEFs are viewed as relatively safe,
having emerged from the financial crisis without any defaults on
debt. That has generated interest from banks with a smaller market
footprint and has also allowed new entrants to increase their
presence in this sector. Generally the cost of bank borrowings for
CEFs continued to fall during 2012, which could be due in part to
an increasing desire by banks to lend in this sector. For example,
committed credit lines and margin loan products became cheaper by
25 to 35 basis points over time (as a spread over Libor).

"While growth prospects are attractive, we note there can be
significant barriers to entry for banks seeking to extend lending
to funds in this sector. Relationships between current lenders and
fund managers/fund board of directors are often "sticky. In
addition, the due diligence process, operational setup and legal
documentation can also be time-consuming to set up and execute. A
small discount in cost from a competing bank would not necessarily
entice the fund directors to go through the entire process again
with a new counterparty.

"There has also traditionally been a lack of dedicated lending
groups within most financial institutions that cater to 1940 Act
funds. Lending to the sector has historically come from different
parts of a bank, i.e. prime brokerage for reverse repurchase
agreements and the corporate group for direct lending. Dominant
lenders today are successful in gathering the right resources and
capital in order to provide different product offerings.

"Lastly, fund board of directors expects a certain level of
expertise from the bank and a track record to demonstrate
commitment. Fund management must be able to trust that the
counterparty would not unexpectedly pull the line or be
involuntarily forced to do so due to capital constraints in a time
of stress," Fitch states.


* U.S. Technology Ratings Stable Despite Headwinds, Fitch Says
--------------------------------------------------------------
Fitch Ratings has published its annual outlook report on the U.S.
technology sector. The report gives an overview of technology sub-
sectors hardware, IT services, semi-conductors, distributors,
electronic manufacturing services, and transaction processors.

Fitch's outlook on the U.S. technology sector is stable for 2013
despite weak revenue expectations.

Key Themes and Concerns of Fitch's IT Outlook include:

Negative Growth Expected: Fitch believes the U.S. technology
sector will experience negative revenue growth in the low single
digits in 2013, as a confluence of factors ranging from the U.S.
debt ceiling, Europe's debt crisis, and China's government changes
has resulted in excess caution from customers. Various factors
should serve as mitigants to the weak macroeconomic environment
such as the launch of Windows 8 and Windows Server 2012 and
continued long-term secular tailwinds related to security, cloud,
analytics, tablets, automation, and emerging markets.

Falling Knives: The stock prices of some of the largest technology
debt issuers plunged in 2012, as long-term growth expectations are
being reset downward. HP, Dell, Western Union, and Xerox have
experienced significant pressure on their stock prices. While the
headline risk for Dell and HP are likely overblown, Fitch does
believe the risks related to Western Union as an LBO candidate are
viable, as the company's enterprise value to EBITDA has declined
to 6.1x. It is questionable whether Western Union's current market
capitalization of nearly $8 billion could be financed in this
challenging environment.

2008-2009 Revisited: Fitch believes the majority of the technology
sector will be able to withstand a downturn and perform as it did
in the 2008-2009 recession (reduce share buybacks, have temporary
spikes in leverage, and, for some, benefit from counter-cyclical
working capital). However, there are several important factors
that make current businesses less flexible than in 2008-2009,
including significant secular issues (printing, tablets, new chip
technologies), a fiercer hardware competitive landscape, and
higher dividend commitments.

New Product Launches -- The Great Unknown: 2013 marks an important
year for the industry with the launch of several high-profile
products, such as Windows 8, Ultrabooks, and hybrid PC-tablets.
This is especially critical for Microsoft, Dell, HP, and Intel,
all of which have been limited participants in faster growing
products over the last two years. Fitch expects a successful
uptake of Windows 8 because of consumer reliance on the Microsoft
platform and its extensive enterprise installed base. However, the
timing will not be immediate.


* U.S. Junk-Bond Default Rate Ends 2012 at 3.2%
-----------------------------------------------
According to Bloomberg News' Bill Rochelle, Moody's Investors
Service reported last week that the junk-bond default rate in the
U.S. declined to 3.2% in December, down from 3.6% at the end of
the third quarter.  For all of 2012, there were 58 defaults among
companies rated by Moody's, 20 more than 2011.

Worldwide, Moody's is predicting that the junk default rate of
2.6% in December will rise slightly to 3% by the end of 2013.
Still, the rate will remain well below the 4.8% average since
1983.

Among the 58 defaults last year, 10 were in the fourth quarter
Moody's said, with five in December alone.


* New Mortgage Rules Set for Home Lenders
-----------------------------------------
New mortgage rules set to be unveiled today by the Consumer
Financial Protection Bureau will spell out how lenders must ensure
that borrowers can repay their home loans, the Wall Street Journal
reported.

Nick Timiraos and Alan Zibel of WSJ, citing officials, said the
rules, which go into effect next January, were designed to enhance
consumer safety without tightening credit standards beyond current
levels.

The 2010 Dodd-Frank financial-regulation overhaul changed lending
rules to make banks legally responsible for determining that a
borrower is able to repay a mortgage.  The CFPB's rules are
intended to implement that change, WSJ said.

Another WSJ article said the new rules, which were meant to
simplify and standardize consumer home loans, could create
problems for home builders and real estate brokers, which say the
rules will hurt their in-house mortgage services operations.

Most of the nation?s largest home builders have finance units that
offer mortgage loans, title searches and other settlement services
to their customers, WSJ noted.  Although home buyers often find
these one-stop-shopping services convenient, consumer advocates
have long complained the arrangements are anti-competitive and
cause consumers to pay fees that are too high.


* Some Banks, Other Lenders Now Require Quick Chapter 11 Sale
-------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that some companies that recently filed for Chapter 11 are
being required by their bank and other lenders to sell the
business to pay debts.

"Chapter 11 bankruptcy is supposed to give a struggling company
breathing space from creditors, in hopes that the company can
restructure into a profitable business, paying its debts along the
way.  The process also is designed to get the best return for the
largest number of creditors.  But impatient lenders and the
stubbornly weak economy are undermining those goals," Ms. Palank
wrote.

The report notes banks and other lenders, who often are owed
millions of dollars and get first dibs on any sale proceeds, are
using their clout to press for a speedy sale.  Other creditors,
who get what is left, typically resist quick sales for fear the
deals won't raise enough cash to help them.

According to the Dow Jones, report, those bankrupt companies
include:

     * Digital Domain Media Group Inc., a special-effects company
       founded by director James Cameron to work on "Titanic" and
       other films, filed for Chapter 11 protection in September;
       its lenders gave it a window of just 12 days to find a
       buyer or risk losing its bankruptcy financing.  It filed
       for Chapter 11 with a $15 million offer in hand for its
       special-effects business.  The whirlwind auction yielded a
       winning bid of $30.2 million.  The higher price swayed
       Digital Domain's unsecured creditors, and a bankruptcy
       judge, who approved the sale, though with some
       reservations.

     * RG Steel LLC was given less than two months by its lenders
       to sell its steel plants.  Last summer, most buyers
       scooping up scraps of RG Steel on the cheap, instead of
       acquiring a still-operating business in one fell swoop.
       Most of the jobs were lost, and less than $200 million has
       come in. Lenders owed some $450 million must be paid first,
       so it's likely unsecured creditors will go unpaid;

     * ATP Oil & Gas Corp. has moved to sell its offshore drilling
       leases over the next few months to avoid defaulting on a
       $617.6 million bankruptcy loan from lenders led by Credit
       Suisse Group.  ATP's unsecured creditors have voiced
       concern that the schedule imposed by the lender won't
       "result in value-maximizing transactions";

     * AFA Foods Inc. -- less than three months for the first of
       several sales;

     * Vertis Holdings Inc. -- 65 days

"While I'm delighted with the opportunity to provide for the
continued viability of this company and its employees,
institutionally I am concerned with the timeline," said Judge
Brendan Shannon in Delaware Bankruptcy Court, at the Sept. 24 sale
hearing in the Digital Domain case, according to Dow Jones.  "I
would not anticipate that I would undertake this" again, he added,
warning against any similarly fast-paced sales.

The judge's warning may go unheeded, however, according to Dow
Jones.  "Now we have a precedent to be able to do a sale in
[about] 10 days without a problem. That would harm the system,"
said Jay Indyke, Esq., of Cooley LLP, who often represents
unsecured creditors, according to Dow Jones. "Unless there is
pushback on that, it becomes the new norm."

Dow Jones notes critics say the quick-sale bankruptcy loans can
prevent a business from considering all of its options, to the
detriment of the business and its creditors as a whole.  "They're
essentially setting up the debtor for failure," said Foley &
Lardner partner Erika Morabito, Esq.

The report notes AMF Bowling Worldwide Inc., the world's largest
operator of bowling alleys.  AMF's $50 million bankruptcy loan
requires it to win court approval of a restructuring plan within
six months of its Chapter 11 filing in November. As a backup plan,
the lenders have agreed to acquire AMF, though they also will let
it shop itself to other investors who will perhaps pay more at a
March auction.


* Total Bankruptcy Filings Down 14% in 2012
-------------------------------------------
Total bankruptcy filings totaled 1,185,328 nationwide for calendar
year 2012 (Jan. 1-Dec. 31), a 14 percent decrease from the
1,379,658 total filings during the same period a year ago,
according to data provided by Epiq Systems, Inc., the American
Bankruptcy Institute reported.  The 1,127,540 total noncommercial
filings during calendar year 2012 represented a 14 percent drop
from the noncommercial filing total of 1,305,243 during calendar
year 2011, ABI said citing the same Epiq data.

Lisa Uhlman of BankruptcyLaw360 reported that after a year that
saw the biggest bankruptcy in history come to an end, 2013 will be
slower as companies take advantage of low interest rates and open
capital markets but not everyone will be lucky, experts say, as
new health-care mandates and uncertainty surrounding the fiscal
cliff may bring a fresh wave of filings as well.

"I think that, as a general matter, the market still is not one
that would result in a high level of restructuring, given that
interest rates remain low," BankruptcyLaw360 reported, citing an
expert.


* NY Comptroller: Local Governments Face "Severe Fiscal Stress"
---------------------------------------------------------------
American Bankruptcy Institute reports that Local governments are
struggling in New York, and the picture doesn't look much better
in the near future, according to a new report from the state
Comptroller's Office.


* Performing Arts Face Strikes, Layoffs, Bankruptcy
---------------------------------------------------
Performing arts groups in more than a dozen states are facing
massive deficits, bankruptcies, strikes and layoffs, according to
Natalie DiBlasio of USA Today.

The USA Today report noted that:

   -- the Delaware Symphony Orchestra has cut back performance
      schedules;

   -- the Seattle Opera expects a shortfall of $1 million for the
      2011-12 season;

   -- the Oregon Symphony has canceled its return trip to Carnegie
      Hall in May to save $300,000 cut three staff positions, and
      reduced salaries by 4% for 22 of its 33 staff members;

   -- the Chicago Symphony Orchestra had a strike; and

   -- the Minnesota Orchestra and the St. Paul Chamber Orchestra
      locked out their musicians amid labor disputes.

Musicians, however, say the biggest deficit will be cultural, the
report related.

"When orchestras put on concerts, the entire downtown community
thrives," Bruce Ridge, chairman of the International Conference of
Symphony and Opera Musicians told the USA Today.  "Cab drivers are
at work; restaurants are full.  When (orchestras) aren't
supported, the community suffers."

The financial problems are part of a longstanding trend that has
been exacerbated by the recent recession, according to Robert J.
Flanagan, economist and author of The Perilous Life of Symphony
Orchestras: Artistic Triumphs and Economic Challenges.

"Even if you remove the effect of recessions, attendance has been
declining year after year," Mr. Flanagan said.  "No orchestra in
the world is able to cover its expenses with the revenues it earns
from ticket sales, recordings and broadcast."

The financial security of an orchestra often rests on donations,
endowment and government support, but even those funds aren't
covering all of the recent costs, the USA Today pointed out.

"Any time you have to eliminate a staff position, that's the most
difficult because you are affecting somebody's life so
dramatically," Oregon Symphony CFO Janet Plummer said.  "Any time
you have to cut back people's salaries who have already been
working at 150%, you are affecting families and people.  All of
them hurt."

The Philadelphia Orchestra, which emerged from bankruptcy in July,
will shrink from 105 musicians to 95 and cut their pay by about
15%, the USA Today related.  The group was the first major U.S.
orchestra to file for Chapter 11 bankruptcy protection in April
2011.

But pay and performance cuts are not a good solution, Ridge told
USA Today.

"You can't cut your way to financial health because these groups
achieve success by attracting and retaining the best musicians,"
Ridge says "When you cut the number of concerts you are
diminishing the presence of the orchestra in your community. No
business has ever fixed a financial problem by offering an
inferior product."

After the recession hit, the Detroit Symphony Orchestra cut staff
by about 30%, took pay cuts, changed benefits, renegotiated
contracts and changed performance schedules.

"We had a survival goal, we absolutely were not going to close,"
says Anne Parsons, the orchestra's president and CEO. "It was
quite painful to make some of the changes we had to make."

In an attempt to broaden their audience, the group is now turning
to technology. They webcast all of their classical programming for
free.

"We had more than 120,000 people watch on our webcam last year,"
Parsons says. "Being accessible is one of our key strategies." The
organization also has an app called DSO To Go.

Some orchestras have weathered the tough times better than others,
the USA Today noted. The Cincinnati Symphony Orchestra's
attendance has grown for the past two seasons.  The St. Louis
Symphony's ticket sales are up.

"The real solution is local," Ridge says. "The places that are
succeeding are serving their community and building relationships
with people who live there, children who learn there and the
companies who do business there."


* VC Funding in Solar Sector Down 50% in 2012, Mecom Report Shows
-----------------------------------------------------------------
Global venture capital (VC) investments plunged nearly 50 percent
to $992M (million) in 103 deals in 2012 compared to $1.9B
(billion) raised in 108 deals the previous year.  The 2012 total
represents the lowest amount since 2007.

VC funding in Q4 2012 came in at $220M in 27 deals compared to
just $72M in 14 deals in Q3.  Twenty-five investors participated
in the 27 deals in Q4, and no investor was involved in multiple
deals.  The leading VC deal this quarter was concentrating solar
thermal company BrightSource Energy with $83.6M.

Mercom Capital Group published an 89 page report on funding and
merger and acquisition (M&A) activity for the solar sector during
2012.  The report provides detailed financial transactions,
including active investors, examines VC investments broken down by
type and technology, and also provides comprehensive information
on solar M&A transactions, debt transactions, transaction details
on announced large-scale project funding, and project M&A. This
report also includes information on solar bankruptcies,
downsizings and restructurings.

"The slowdown in VC funding can be attributed to the grim
prospects for thin-film, concentrating solar and concentrating PV
technologies," commented Raj Prabhu, managing partner of Mercom
Capital Group.  "With the drastic fall in crystalline-silicon PV
prices over the last two years, most other technologies have
struggled to compete."

Thin-film companies saw the largest amount of VC funding in 2012,
although the total fell 47 percent to $314M compared to almost
$600M in 2011.  Within thin-film, the copper indium gallium (di)
selenide (CIGS) sub-category received 85 percent, or $274M, of the
total in 2012.  Over the past three years, thin-film companies
have received the most VC funding with almost $1.5B, of which,
CIGS has received more than $1B.  The solar sector's drop in VC
investments is directly related to the struggles of thin-film
companies, especially CIGS, noted Prabhu.

On the other hand, solar downstream companies, especially solar
lease companies, have benefitted from low module prices.  VCs
invested $269M in 25 deals in solar downstream companies.  The Top
5 VC funding deals in 2012 were BrightSource Energy, a CSP
company, for $83.6M, SolarCity, a solar lease firm, for $81M, CIGS
company Nanosolar for $70M, solar lease company Sunrun for $60M,
and MiaSole, a CIGS company, for $55M.

"The diminished funding activity is not a true reflection of the
health of the solar sector because the demand side of global solar
installations has continued to grow," said Raj Prabhu.  "Global
solar installations look set to grow by around 10-12 percent this
year."

More than 140 investors participated in 2012. The most active
investors in terms of deal numbers were New Enterprise Associates
with four, followed by Black Coral Capital, Firelake Capital
Management, Kleiner Perkins Caufield & Byers, and SunPower, who
participated in three deals each.

Corporate M&A activity in solar amounted to $6.7B in 52
transactions compared to $4B in 65 transactions in 2011.  The two
largest M&A transactions in 2012 were Eastman Chemical's
acquisition of Solutia for $4.7B, and 3M Group's $860M purchase of
Ceradyne.  Other notable M&A transactions were Korean conglomerate
Hanwha Group's acquisition of German PV manufacturer Q-Cells for
$322M, and the $275M acquisition of Oerlikon Solar by Tokyo
Electron.

"It was a buyer's market in 2012 -- acquirers were targeting
distressed companies with the goal of buying technology or
equipment on the cheap," commented Mr. Prabhu.  "More than half
the 52 M&A deals in 2012 involved solar manufacturers and
equipment makers."

There were 12 corporate M&A transactions in Q4 2012 totaling
$953M, with only six transaction amounts disclosed.

Mercom's report also includes announced large-scale project
funding transactions.  Active project investors in 2012 included
The Development Bank of Southern Africa, HSH Nordbank,
International Finance Corporation (IFC), Export Import Bank of the
U.S., KfW Entwicklungsbank, and Union Bank.  Some of the active
acquirers of projects in 2012 were investment funds including the
likes of The Carlyle Group, BNP Paribas Clean Energy Partners,
ForVEI, and Capital Dynamics.  Other active investor groups were
project developers, utilities, independent power producers, and
insurance companies.

The largest debt deal in 2012 was the $1.6B credit facility by
China Development Bank, received by Sky Solar, a Chinese developer
of solar projects.  Loans, credit facilities and framework
agreements announced by Chinese banks to Chinese solar companies
have reached $52.6B since 2010.

                     Initial Public Offerings

In a sector devoid of successful exits, SolarCity's IPO was one of
the few bright spots in 2012.  SolarCity, a venture-funded
company, raised about $95M in net proceeds.  The other notable
U.S. VC-backed solar IPO was Enphase Energy, whose debut at the
end of March marked the first solar IPO in the United States since
2010.

                     About Mercom Capital Group

Mercom Capital Group, llc -- http://www.mercomcapital.com-- is a
global communications, research and consulting firm focused
exclusively on clean energy and financial communications.


* Foreclosure Inventory Falls as Starts Decline, LPS Says
---------------------------------------------------------
The November Mortgage Monitor report released by Lender Processing
Services on Jan. 14 shows the national foreclosure inventory
dropped to 3.51 percent in November, representing an almost 10
percent decline from September 2012, when newly instituted
National Mortgage Settlement requirements began to influence the
pace of first-time foreclosure starts.  As noted in last month's
Mortgage Monitor release, LPS expects foreclosure starts to
rebound as mortgage servicers incorporate the new procedural
requirements into their operations in the coming months.

LPS found mortgage origination activity strong. According to LPS
Applied Analytics Senior Vice President Herb Blecher, borrowers
are benefiting from today's historically low interest rates.
"Comparing interest rates on new versus paid-off loans, we see
that interest rates on the former are 1.5 percentage points below
the latter," Mr. Blecher said.  "With prepayment activity being as
high as it is -- 2 percent of total outstanding U.S. mortgage
balances prepaid or refinanced in November alone -- this equates
to significant potential savings for borrowers.  On average, this
translates into new loan payments that are approximately $190 less
per month than those of borrowers prior to paying off their loans.

"Additionally, after a decline in September related to the
shortened business month, HARP-related origination activity is
once again near its recorded highs, and we see significant
potential for further growth on that front.  There are currently
approximately 2.6 million loans that fit generalized HARP
eligibility requirements, with 50 percent having 'prime quality'
credit scores of 720 or above."

The November data also showed that the impact of Hurricane Sandy
continued in ZIP codes hit hardest by the storm.  While national
delinquencies are moving in line with seasonal trends -- that is,
tending to rise slightly through the remainder of the calendar
year -- mortgage delinquencies increased sharply in those areas
affected by Sandy.  Whereas the national delinquency rate has
increased 3.7 percent since August of this year, delinquencies in
Sandy-impacted ZIPs have risen at more than threefold that pace
-- climbing 15.4 percent in Conn., 15.2 percent in N.J. and 14.8
percent in N.Y.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:

Total U.S. loan delinquency rate:   7.12%

Month-over-month change in delinquency rate:   1.2%

Total U.S. foreclosure pre-sale inventory rate: 3.51%
                                                     3.51%
Month-over-month change in foreclosure pre-sale inventory rate:
-2.84 %

States with highest percentage of non-current* loans:
FL, NJ, MS, NV, NY

States with the lowest percentage of non-current* loans:
MT, WY, SD, AK, ND
*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.  Totals are extrapolated
based on LPS Applied Analytics' loan-level database of mortgage
assets.


* Bank Deal Ends Flawed Reviews of Foreclosures
-----------------------------------------------
Federal banking regulators are trumpeting an $8.5 billion
settlement this week with 10 banks as quick justice for aggrieved
homeowners, but the deal is actually a way to quietly paper over a
deeply flawed review of foreclosed loans across America, according
to current and former regulators and consultants, Jessica Silver-
Greenberg of The Wall Street Journal reported.

To avoid criticism as the review stalled and consultants collected
more than $1 billion in fees, the regulators, led by the Office of
the Comptroller of the Currency, abandoned the effort after
examining a sliver of nearly four million loans in foreclosure,
the regulators and consultants said, according to WSJ.

Because they have no idea how many borrowers were harmed, the
regulators are spreading the cash payments over all 3.8 million
borrowers -- whether there was evidence of harm or not, the report
noted.  As a result, many victims of foreclosure abuses like
bungled loan modifications, deficient paperwork, excessive fees
and wrongful evictions will most likely get less money.

"It?s absurd that this money will be distributed with such little
regard to who was actually harmed," Bruce Marks, the chief
executive of the nonprofit Neighborhood Assistance Corporation of
America, told WSJ.

While the comptroller?s office acknowledged flaws in the review,
Bryan Hubbard, a spokesman for the agency, told WSJ that the
"settlement results in $3.3 billion being paid to consumers and
that is the largest total cash payout of any settlement involving
borrowers affected by foreclosures to date."

WSJ related that the examination was plagued by problems from its
start in November 2011, according to interviews with more than 25
people who reviewed foreclosures, 15 current and former regulators
and 6 bank officials, who insisted on anonymity because they were
not authorized to speak publicly or feared retribution.

Several former employees of a consulting firm doing reviews said
that their managers showed bias toward the bank that hired them,
WSJ added.  Other reviewers said that the test questions used to
evaluate each loan were indecipherable and in some cases the
process failed to catch serious harm.  Many borrowers said they
had never heard of the review or were so baffled by the process
that they gave up or dismissed it as just another empty promise.

The review, which was hastily dismantled this week, was mandated
by bank regulators amid public outrage over accusations that banks
were robo-signing mountains of foreclosure filings without
verifying them for accuracy, WSJ pointed out.  The review was
supposed to cover any loan in foreclosure in 2009 and 2010,
regardless of whether there was evidence of dubious practices.

The comptroller and Federal Reserve ordered the banks to hire
consultants for the review, and the regulators solicited claims
from borrowers.

According to WSJ, as of Jan. 11, the comptroller?s office said
that it had identified 654,000 potentially problematic
foreclosures -- a combination of 495,000 claims submitted by
borrowers and 159,000 files that the consultants flagged for
review.  The regulator said it was still determining the number of
reviews completed, but the consultants said that only a third of
the loans were fully reviewed.

A critical flaw from the start was that the federal government
farmed out the work of scouring the millions of foreclosures to
several consulting firms that charged as much as $250 an hour and
outsourced work to contract employees, many of whom had no
experience reviewing mortgages, according to the reviewers,
regulators and bankers, WSJ pointed out.


* Judge Postpones Sentencing for Wells Fargo Broker
---------------------------------------------------
A California federal judge has delayed the sentencing of Philip
Horn, a Wells Fargo broker who pleaded guilty to defrauding more
than a dozen clients, the New York Times' DealBook reported.

The judge, Gary A. Fees, postponed Mr. Horn?s sentencing to March
4 to give the various parties more time to determine how much
money was pilfered from customer accounts, according to lawyers
representing the broker?s clients, the report related.  Those
estimates are critical in determining sentencing length, the
DealBook said.

Mr. Horn was a broker for Wells Fargo in Los Angeles.  For more
than two years, he executed and canceled trades in clients?
portfolios, pocketing the profits, until Wells Fargo said it
uncovered the fraud in the fall of 2011, DealBook recounted.

Mr. Horn, who last year pleaded guilty to two counts of wire
fraud, was supposed to be sentenced on January 7.  Prosecutors
from the United States Attorney?s office recommended an 18-month
sentence.

The amount of money owed to clients is crucial issue in sentencing
since federal guidelines recommend longer sentences for larger
dollar frauds, the DealBook noted.  Prosecutors, in court
documents, estimated the damages amount to $732,000.  But some
clients claim it could be higher.

"I believe the total damages in this case to all the customers are
well in excess of $1 million," Tom Ajamie, a plaintiff?s lawyer
who represents some of Mr. Horn?s clients, told the DealBook.


* Senators Press End to Payday Lending
--------------------------------------
Senator Richard Blumenthal of Connecticut sent a letter -- also
signed by Sen. Richard Durbin of Illinois, Sen. Chuck Schumer from
New York, Sen. Sherrod Brown of Ohio and Sen. Tom Udall from New
Mexico -- to Federal Reserve Chairman Ben Bernanke, FDIC Chairman
Martin Gruenberg and Comptroller of the Currency Thomas Curry,
calling on them to use their authority to end the payday lending
by federally regulated banks, which is already illegal in 14
states and cannot be offered to active-duty U.S. servicemembers,
Chris Morran of The Consumerist reported.

"These bank payday loans are widely recognized as predatory
products designed to trap low-income consumers in a cycle of
debt," reads the letter, according to the report.

To highlight the growing trend of banks offering these don?t-call-
them-payday loans, Senator Blumenthal uses an example similar to
the Wells Fargo Direct Deposit Advance loans, in which borrowers
with accounts at the bank -- and who have direct deposit of wages
and/or benefits already set up with their account -- will take out
a short-term loan that is deposited straight into their account.
Up front, the borrower pays a fee -- ranging from $7.50 to $10 per
$100 borrowed.  The next time the borrower receives a direct-
deposited payment, the amount of the loan is taken out by the
bank.  But if the deposited funds aren?t sufficient, the bank
takes the money anyway, which can trigger overdraft fees and
additional interest on overdrafted funds, the report said.

While banks and payday lenders market these loans as a short-term
solution, meant to tide the borrower over until their next payday,
The Consumerist said studies show that the average payday borrower
ends up in a cycle of debt that lasts for around six months.
Blumenthal points out that the typical bank payday borrower will
take out 16 payday loans over the course of a year.

In the letter, the senators urge the Federal Reserve, FDIC and
Comptroller of the Currency to stop federally regulated banks from
engaging in payday lending and to prevent further expansion of
payday lending before this predatory practice spreads.

From the letter:

     "Bank payday loans increase the ranks of the unbanked by
making checking accounts unsafe for vulnerable consumers, a result
clearly inconsistent with a safe and sound banking system. And
payday lending poses serious reputational risks to any financial
institution engaging in it? As the agencies responsible for the
safety and soundness of the financial institutions you supervise,
you are compelled to stop them from making payday loans and to
prevent additional banks from beginning to do so. We urge you to
take meaningful regulatory action that ensures that no bank,
regardless of its prudential regulator, structures loans in a way
that traps its customers in a cycle of high cost debt. Our states?
residents, and consumers everywhere, deserve better from our
nation?s financial institutions."

The Center for Responsible Lending recently wrote to the Office of
the Comptroller of the Currency asking it to lower Wells Fargo?s
Community Reinvestment Act rating in light of the bank?s continued
offering of these loans, The Consumerist also noted.  In response
to the Senators? letter, the Center writes, "We commend the five
senators for taking a stand against pernicious lending that preys
on vulnerable consumers without considering their ability to
repay."


* Concord Coalition Seeks Urgent Raise in Federal Debt Limit
------------------------------------------------------------
The Concord Coalition on Jan. 14 urged elected officials to
promptly raise the federal debt limit and then reform the debt
limit process as part of a comprehensive plan to put the budget on
a more responsible course.

"There should be no delay in voting to increase the debt limit.
Despite its name, the debt limit has never proven to be an
effective means of controlling debt.  And yet, failure to raise
the debt limit risks serious long-term harm to the nation's
creditworthiness," Concord says in a new issue brief on the
federal debt limit.

Concord notes that if the debt limit is not raised, "All of the
same obligations would still accrue.  The only change would be to
compel a default on commitments that result from past policy
decisions . . . It has always been assumed, for good reason, that
the United States of America would pay its bills.  Refusing to pay
some or all of its bills would not be an act of fiscal
responsibility; it would be turning the federal government into a
deadbeat."

In the issue brief, "It's Time To Raise and Reform the Statutory
Debt Limit," Concord points out that neither party has presented a
plausible set of policy options that could prevent the federal
debt from exceeding the current $16.394 trillion limit.  The
budgets proposed last year by President Obama and House
Republicans, for example, would each require a substantial
increase in the debt limit. So would the bipartisan plans
recommended by the Simpson-Bowles commission and the Domenici-
Rivlin task force.

Concord also reiterated its long-standing call for sweeping fiscal
reform: "With an unnecessary crisis over the debt limit averted,
Congress and the President should promptly develop a
comprehensive, specific and credible plan to place our nation on a
sustainable fiscal path.  Lawmakers should consider the entire
federal budget to be on the table -- including entitlement
programs, domestic discretionary spending, defense spending, and
revenues."

The immediate goal, Concord says, should be to stabilize the debt
as a share of the Gross Domestic Product within the next decade,
if not sooner.  Eventually the debt could then be reduced relative
to the size of the economy.

"Achieving such a plan would require tough negotiations over
specific spending and tax policy options that can get the job
done," Concord said.  "They should not be over the government's
ability to pay for obligations it has already incurred."

A key problem with the federal debt limit as it is currently used
is that it places no restrictions on specific tax and spending
decisions.  When the limit is reached, Congress and the President
have little choice but to simply raise it.

"The 'fiscal cliff' legislation recently signed into law by the
President illustrates the problem of making policy decisions
without regard to their effect on the debt limit," Concord said.
"The Congressional Budget Office estimates that the policies in
that bill will increase deficits by $4.6 trillion over 10 years
relative to what had been current law.  And yet, no increase in
the debt limit was included to accommodate the projected cost."

To make the debt limit mechanism more effective, Concord suggests,
"Congress should more closely align debt limit increases with the
fiscal policy decisions that create a need for more borrowing."
For example, Congress could require the inclusion of a debt limit
increase in any bill that is expected to require borrowing that
will exceed the limit.

Concord's issue brief also includes background information on the
history of the debt limit, special measures the Treasury can use
to postpone a potential default, and the costs that can result
from delays in raising the limit.

The full issue brief is available at http://is.gd/vyfo22

The Concord Coalition is a nonpartisan, grassroots organization
dedicated to fiscal responsibility.


* Obama Nominates Jacob Lew as Treasury Secretary
---------------------------------------------------
On Jan. 10, in an event President Barack Obama nominated Jacob Lew
-- the current White House chief of staff -- to serve as the next
Treasury Secretary, Matt Compton of the White House Blog reported.

"Over the past year, I?ve sought Jack?s advice on virtually every
decision that I?ve made, from economic policy to foreign policy,"
the President said, according to the report.

Jack Lew has decades of experience tackling some of the nation's
toughest economic challenges, the report noted.  As director of
the Office of Management and Budget under President Clinton, Lew
helped to negotiate the deal that balanced the federal budget --
and led to a budget surplus.  In the Obama Administration, even
before becoming chief of staff, he has helped to manage the day-
to-day operations at the State Department and shepherd through the
Budget Control Act to reduce federal spending in a second stint at
OMB.

"One reason Jack has been so effective in this town is because he
is a low-key guy who prefers to surround himself with policy
experts rather than television cameras," said President Obama.
"And over the years, he?s built a reputation as a master of policy
who can work with members of both parties and forge principled
compromises."

The President also offered his gratitude to his current Treasury
Secretary, Timothy Geithner -- who helped to guide the country
through the financial crisis and get the economy growing again.

"When the history books are written," he said, "Tim Geithner is
going to go down as one of our finest Secretaries of the
Treasury."


* Robert Khuzami, SEC Enforcement Chief, to Step Down
-----------------------------------------------------
Robert Khuzami, a former terrorism prosecutor who revamped the
Securities and Exchange Commission's enforcement unit, is stepping
down from the agency, the American Bankruptcy Institute reported.

Jessica Holzer of Wall Street Journal Blogs said, Mr. Khuzami
announced his departure in a letter circulated to enforcement
staff Wednesday.

A former federal prosecutor who was a top banking industry lawyer,
Mr. Khuzami is credited by defense lawyers for restoring the
enforcement unit?s reputation after a string of embarrassing
enforcement lapses, the WSJ report related.

His departure, which ends a four-year tenure, continues a stream
of exits from the agency since former Chairman Mary Schapiro
stepped down in mid-December, the report noted.

Mr. Khuzami was one of Ms. Schapiro?s top lieutenants.  According
to WSJ, Mr. Khuzami didn't didn?t specify a reason for his
departure, saying only "the time has come" for him to leave the
division and that he planned to leave in about two weeks.

Shortly after being recruited by Ms. Schapiro in 2009, Mr. Khuzami
initiated a series of reforms aimed at making the division more
nimble and better matched against the securities industry.  Among
other things, he set up five units focused on such areas as hedge
funds and market abuses, and staffed them with people from the
financial industry.  He also eliminated a layer of managers and
brought in a chief operations officer to make the division run
more smoothly.


* St. Louis Fed's Bullard Comments on U.S. Monetary Policy
----------------------------------------------------------
Federal Reserve Bank of St. Louis President James Bullard gave
remarks on Jan. 10 on "The Fed's New Regime and the 2013 Outlook,"
during an economic forecast luncheon sponsored by the Wisconsin
Bankers Association.

During his presentation, Mr. Bullard discussed recent changes to
U.S. monetary policy.  He noted that the policy rate has been near
zero since December 2008 and that the Federal Open Market
Committee (FOMC) has promised to maintain the near-zero rate into
the future, so-called "forward guidance."  In December 2012, the
FOMC replaced the fixed-date forward guidance with a "threshold"
approach.  Mr. Bullard discussed the differences between the
recently adopted threshold approach and the FOMC's previous fixed-
date approach.  Regarding the Fed's balance sheet policy, he noted
that "the Committee has promised to maintain an aggressive asset
purchase program."  On the whole, he said that he views "the
overall monetary policy stance as more accommodative today than it
was six months ago."

Mr. Bullard also shared his views on the outlook for the U.S.
macroeconomy.  "I have argued that the U.S. potential growth rate
is lower today than it has been in the recent past, about 2.3
percent," he said.  Mr. Bullard's forecast is that "real GDP
growth will be faster than potential, at around 3.2 percent in
both 2013 and 2014."  He attributed this faster growth to three
main factors: easier monetary policy, reduced headwinds and
reduced uncertainty.  He added that he believed "unemployment will
fall and inflation will remain near target."

Thresholds and the Policy Rate

Before December, the FOMC stated that the policy rate would likely
remain near zero until mid-2015.  "This created a 'pessimism
problem' for the Committee," Mr. Bullard said.  He explained that
"the date could be interpreted as a statement that the U.S.
economy is likely to perform poorly until that time," which he has
called an "unwarranted pessimistic signal."  However, he noted,
"The Committee did not intend to send such a signal."

Rather than using a given date, Mr. Bullard stated that the FOMC
has now changed its forward guidance to a description of economic
conditions at the time of the first rate increase.  Such a
dependency on economic conditions is known as "state-contingent"
policy.

"In December the Committee instead adopted 'thresholds,' values
for inflation (2.5 percent) and unemployment (6.5 percent) that
give an indication that the time for a policy rate increase may
have arrived," he explained.  "Now, as data arrive on U.S.
economic performance, private sector expectations concerning the
timing of the first rate increase can automatically adjust,"
Mr. Bullard said.  "The Committee is no longer sending the
pessimistic signal, because the threshold conditions can be met at
any time."

While the thresholds fixed the pessimism problem, they still have
some challenging aspects.  "The use of thresholds is not a
panacea," Mr. Bullard cautioned.  He discussed several issues that
the FOMC is likely to face going forward with this strategy.  For
instance, he said, "The FOMC cannot pretend to target medium- or
long-term unemployment."  In addition, "The Committee needs to
reiterate that it considers many more variables in attempting to
gauge the state of the U.S. economy."  Finally, he said that "the
thresholds will likely be viewed as triggers for action."

Balance Sheet Policy

Turning to balance sheet policy, Mr. Bullard discussed "QE3,"
which the FOMC adopted at its September 2012 meeting and extended
in December, replacing "Operation Twist" with outright purchases.
Unlike the FOMC's previous asset purchase programs, no end date
was specified; this is so-called "open-ended" QE, he stated.  The
current approach is to purchase $40 billion in mortgage-backed
securities and $45 billion in Treasury securities per month, which
Mr. Bullard noted would be an annualized pace of more than $1
trillion.

The previous asset purchase programs had an "end-date problem,"
Bullard said, explaining that "these end dates tended to occur at
times which were characterized by relatively poor economic data."
As examples, he cited March 2010, when the European sovereign debt
crisis was heating up, and July 2011, when the U.S. debt ceiling
debate was occurring.  "With QE3, the Committee instead seeks
'substantial improvement' in labor markets before pausing
purchases," he stated.  "The Committee may also taper the program
as needed."

Unlike the interest rate policy, the forward guidance on the
balance sheet policy does not include thresholds.  "The Committee
has maintained a qualitative approach to the state-contingent
aspect of balance sheet policy," Mr. Bullard said, adding that
"attempts to also put thresholds on the timing of asset purchases
may be a bridge too far."  Thus, "The FOMC will have to make a
judgment concerning the program as macroeconomic data arrive," he
stated.  "Private sector expectations concerning the program will
also adjust appropriately as data arrive," he added.

In explaining why he views monetary policy as more accommodative
today, Mr. Bullard cited several reasons on the balance sheet
side: the FOMC undertook QE3; the QE3 program is open-ended and
state-contingent, making it more effective; and the FOMC replaced
the twist program with outright purchases.  On the interest rate
side, Bullard cited the revised policy rate guidance, which helped
to alleviate the pessimism problem.

The U.S. Macroeconomic Outlook

According to Mr. Bullard's economic forecasts, real GDP growth
will be around 3.2 percent in 2013 and 2014, and inflation (as
measured by the percent change in the personal consumption
expenditures price index from a year ago) will remain near the
FOMC's target of 2 percent during that period.  On unemployment,
Bullard noted that it has improved over the past three years
despite sluggish GDP growth.  "I project a continuing downward
trend in unemployment," he said.  "I do not think unemployment has
yet fallen enough to entice those that have left the labor market
to re-enter," he added.

Mr. Bullard also discussed the reduced headwinds and reduced
uncertainty in the U.S.  "The U.S. housing market has improved
during 2012 and I expect this will continue in 2013," he said.  In
addition, he noted that some aspects of the U.S. fiscal situation
have been addressed and that he expects more to come.
Furthermore, "Growth in emerging markets will likely improve in
2013 relative to 2012," he said.  Finally, the European sovereign
debt crisis has recently been less disruptive for global financial
markets, Mr. Bullard stated.  "Euro-area growth will probably not
deteriorate the way it did in 2012."

However, Mr. Bullard said that the European sovereign debt crisis
remains a key issue.  "The announcement of the European Central
Bank's (ECB's) 'outright monetary transactions' program has so far
been more successful than it might have been anticipated," he
said, citing a decline in the spreads on Euro-area 10-year
government bonds and on 5-year sovereign credit default swaps
since the announcement.  Mr. Bullard noted that the ECB so far has
not been required to purchase national sovereign debt under the
program.  "How the program will proceed during 2013 is difficult
to predict," he stated.

Turning back to the U.S., "Overall, U.S. monetary policy looks
more accommodative today compared to six months ago," Mr. Bullard
said.  "This may combine with reduced headwinds and reduced
uncertainty in the U.S. to produce a better growth environment
during 2013," he said, noting that in the past couple years, this
type of forecast proved overly optimistic.  "However, I still
think it is the right way to view the situation given the
information available today," he concluded.


* Private Equity?s Carried Interest Eyed by Congress
----------------------------------------------------
The preferential tax rates that private-equity managers pay on
some profits survived Congress?s Jan. 1 budget deal, but that
victory may not last, Margaret Collins of Bloomberg News reported.

"It?s still alive," Andrea Whiteway, Esq., a partner at Chicago-
based McDermott Will & Emery LLP who works in Washington, told
Bloomberg.  "Carried interest is still an issue that?s on the
table as far as possible revenue raisers, loophole closers."

For private-equity managers, changes in the tax treatment of so-
called carried interest may affect them more than tax increases
now on the books, Bloomberg said.  Congress, Bloomberg noted,
faces a series of deadlines in the next few months over spending
cuts, the debt ceiling and the annual budget.  Democrats including
President Barack Obama want to raise more revenue, and carried
interest is an obvious candidate, the report noted.

"There continues to be no rationale whatsoever for people to pay
at a vastly lower tax rate when they are managing other people?s
money," Representative Sander Levin of Michigan, the top Democrat
on the House Ways and Means Committee, said in an e-mail to
Bloomberg.  "This is an issue of fairness that we should address
as we seek a balanced approach to deficit reduction that involves
both additional revenues and spending cuts."

The share of profits in buyout deals, known as carried interest,
is often taxed as capital gains, which receive preferential rates
under the tax code compared with levies on wages, Bloomberg
related.  In the budget deal, lawmakers increased the top rate on
long-term capital gains to 20 percent from 15 percent and the
maximum rate on ordinary income to 39.6 percent from 35 percent.

The big rate differential between capital gains and ordinary
income makes it likely that carried interest could lose its tax
treatment, Ms. Whiteway, who heads the practice dealing with
partnerships for the McDermott law firm, said.

Democrats including Levin have sought to tax carried interest as
wages for more than five years, saying private- equity managers?
compensation should be treated like workers? salaries, Bloomberg
noted.  Obama?s most recent budget plan called for this change,
which would raise about $16.8 billion over 10 years, according to
the Joint Committee on Taxation.

The president repeated his desire to limit tax breaks in in his
weekly address on Jan. 5.  In a Jan. 6 interview on CBS Corp.
(CBS)?s "Face the Nation," House Minority Leader Nancy Pelosi, a
California Democrat, identified carried interest as a tax break
that should be reviewed in coming negotiations over the budget
deficit.


* Gail B. Geiger Appointed Acting U.S. Trustee for Region 18
------------------------------------------------------------
Gail B. Geiger has been appointed by Attorney General Eric Holder
as Acting U.S. Trustee for Alaska, Idaho, Montana, Oregon, and
Washington (Region 18), effective on January 5, 2013, the
Executive Office for U.S. Trustees announced.  She replaces Robert
D. Miller Jr., who is retiring after nearly 25 years with the U.S.
Trustee Program (USTP), including the past two and a half as U.S.
Trustee.

Prior to her appointment as Acting U.S. Trustee, Ms. Geiger served
as the Assistant U.S. Trustee in the Eugene, Ore., office. She has
also served as Special Assistant to the Office of the
General Counsel in the Executive Office for U.S. Trustees (EOUST)
in Washington, D.C., coordinating USTP enforcement activity
relating to mortgage servicers and other creditors, and as
Associate General Counsel for Consumer Practice in the EOUST's
Office of the General Counsel, advising USTP field offices on
consumer bankruptcy issues. In October 2011, she was part of a
team of USTP employees who received the Attorney General's Award
for Distinguished Service for their work on the $25 billion
National Mortgage Settlement. Other assignments in the USTP
include serving as Acting Assistant U.S. Trustee in Riverside,
Calif.; a Trial Attorney in Seattle; and Attorney in Charge in
Agana, Guam.

     Before joining the USTP in 1990, Ms. Geiger practiced law
with a Seattle law firm and served as an Assistant Attorney
General for the Commonwealth of the Northern Mariana Islands.
Ms. Geiger received her law degree cum laude from Willamette
University Law School in Salem, Ore., and her undergraduate degree
from Gonzaga University in Spokane, Wash.

     The USTP is the component of the Justice Department that
protects the integrity of the bankruptcy system by overseeing case
administration and litigating to enforce the bankruptcy laws. The
USTP has 21 regions and 95 field offices. Region 18 is
headquartered in Seattle, with additional offices in Spokane,
Wash.; Anchorage, Alaska; Boise, Idaho; Eugene and Portland,
Ore.; and Great Falls, Mont.


* 2nd Circ. Won't Send Argentina Bond Contract Issue to NY
----------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that the Second
Circuit on Thursday said it will not have a New York state court
determine the meaning of a contract at issue in litigation brought
to force Argentina to honor bond debt it claims was canceled in a
restructuring.

The appeals court said in a one-sentence order that it would not
send the question of the bonds' order of preference to the New
York Court of Appeals, the state's highest court, the report
added.


* Golden State Law Group Offers Free Initial Consultation
---------------------------------------------------------
The San Diego bankruptcy lawyers at the Golden State Law Group
have been representing clients who are both consumers and business
owners for many years.  In the wake of the release of the
statistics regarding the number of bankruptcy cases filed in the
United States during 2012, the firm is offering a free initial
consultation to both consumers and business owners who are ready
to put their financial troubles in the past.

The San Diego bankruptcy attorneys at the Golden State Law Group
have been representing clients who have sought the protection of
the United States Bankruptcy Courts for many years.  They handle
all types of bankruptcy cases that include those filed under
Chapter 7, Chapter 11, Chapter 13 and others.  The attorneys at
the firm have reviewed the statistics regarding the number of
bankruptcy cases that were filed in the United States during the
calendar year of 2012, and they are hereby offering a free initial
consultation to consumers and business owners who are ready to
seek this same type of protection in order to resolve their
financial difficulties.

The attorneys at the firm have reviewed the statistics regarding
the number of bankruptcy cases filed across the United States
during 2012, and like most people they are encouraged by the
positive trend.  These statistics are kept by the American
Bankruptcy Institute, an entity that records statistics and trends
regarding bankruptcy cases that are then released to the public.

According to the American Bankruptcy Institute, a total of 1.19
million bankruptcy cases were filed during 2012.  This represents
a drop of approximately 14 percent from the year 2011, when a
total of 1.38 million bankruptcy cases were initiated across the
United States.  This statistic relates to all types of bankruptcy
cases that were filed by both consumers and businesses under all
different chapters of the United States Bankruptcy Code.

The American Bankruptcy Institute also stated that this number of
bankruptcy cases filed represents the lowest amount since the year
2008, and this is also the third consecutive year that the overall
number of filings has decreased.  However, the San Diego
bankruptcy lawyers at the Golden State Law Group recognize that
many people and businesses continue to struggle, which means that
anyone who is in this position should contact the firm to schedule
a free initial consultation as soon as possible.  This initial
consultation will involve a thorough review of the overall
financial situation.

                About the Golden State Law Group

The Golden State Law Group is a law firm in San Diego, California
that's comprised of a team of San Diego bankruptcy attorneys who
provide legal help to consumers and businesses.  Specifically, the
attorneys at the firm provide help to consumers in the legal areas
of student loan debt problems, medical bill issues, consumer
bankruptcy, business bankruptcy, tax debt issues and personal
injury cases.


* Kramer Levin Among Law360's Top Bankruptcy Practice Groups
------------------------------------------------------------
Kramer Levin Naftalis & Frankel LLP on Jan. 14 disclosed that the
firm's Corporate Restructuring and Bankruptcy practice was named
one of Law360's "Top Practice Groups of 2012."  Kramer Levin was
one of only five firms selected for this honor.  Firms were chosen
for the significance, size and complexity, and the number of large
or complex deals the group worked on in the last year.  In 2012
alone, Kramer Levin played a leading role in several of the
biggest and most significant bankruptcy cases.  The firm
represented entities in the top three biggest bankruptcies and
handled various complex cases on behalf of debtors, committees,
creditors and other significant players.

Kramer Levin's bankruptcy group, co-chaired by Kenneth H. Eckstein
and Thomas Moers Mayer, currently represents committees in
Residential Capital, the largest bankruptcy filed in 2012, Patriot
Coal, the third largest bankruptcy in 2012, WP Steel Ventures - RG
Steel, the fourth largest flat-rolled steel facilities in the
United States and Hostess Brands.  The firm also served as
debtors' counsel to General Maritime, one of the top 10 reported
bankruptcies in 2011 and Saint Vincent Catholic Medical Center,
one of the biggest hospital bankruptcies of all time.
Additionally, Kramer Levin represents a wide variety of distressed
investors including a significant creditor in the Washington
Mutual chapter 11 case.  The group also represents an ad hoc group
of holders of $650 million in sewer warrants issued by Jefferson
County, Alabama, the largest municipal bankruptcy in U.S. history.
The firm is representing the bank lenders in the Dewey & LeBoeuf
LLP bankruptcy, which is one of the most high profile bankruptcies
in 2012 involving the legal community.  Kramer Levin also
represents the bankruptcy trustees appointed in the insolvency
proceedings of Lehman Brothers Treasury Co. B.V. and the largest
bondholder in the American Airlines bankruptcy.

The bankruptcy practice's accomplishments have been widely
recognized.  In addition to the Law360 recognition, the practice
was recently awarded "Bankruptcy Litigation Law Firm of the Year"
by the 2012 U.S. News and World Report "Best Law Firm Rankings."
The practice was also listed as one of the country's best in
Chambers USA and Legal 500 and one of the best in the United
States by International Financial Law Review.  Several partners in
the practice were recently recognized by Best Lawyers, Super
Lawyers, Lawdragon, Turnarounds & Workouts and M&A Advisor.

Corporate Restructuring and Bankruptcy Partners Kenneth H.
Eckstein Thomas Moers Mayer Philip Bentley Joshua Brody Amy Caton
Thomas T. Janover Douglas Mannal P. Bradley O'Neill Adam C. Rogoff
Robert T. Schmidt

                       About Kramer Levin

Kramer Levin Naftalis & Frankel LLP -- http://www.kramerlevin.com
-- is a premier, full-service law firm with offices in New York,
Silicon Valley and Paris.  Firm lawyers are leading practitioners
in their respective fields.  The firm represents Global 1000 and
emerging growth companies, institutions and individuals, across a
broad range of industries.


* Law360 Also Selects Jones Day Bankruptcy Group of 2012
--------------------------------------------------------
Law360 announced the winners of the year?s Practice Groups of the
Year award.  According to the report, the editors of Law360
reviewed the nearly 550 entries that were submitted by almost 100
law firms.  In the end, the judges selected 109 practice groups
from 54 firms to be designated as Practice Groups of the Year.
Winners were selected based on the significance of the litigation
wins or deals worked on, and the size and complexity of the
litigation wins or deals worked on, among other things.

One of the firms identified by Law360 is Kramer Levin Naftalis &
Frankel LLP.  Stewart Bishop, writing for Law360, noted that
whether it?s been negotiating better conditions for creditors in
Residential Capital LLC?s mammoth bankruptcy or shepherding
shipping giant General Maritime Corp. through a successful
restructuring, Kramer Levin's corporate restructuring and
bankruptcy department has had a banner year, earning it a spot on
Law360's Bankruptcy Practice Groups of the Year.

Kramer Levin by co-chairs Kenneth H. Eckstein and Thomas Moers
Mayer, with assists from partners like Douglas Mannal, Amy Caton,
Thomas T. Janover and others.

Law360 also selected Jones Day.  Eric Hornbeck, writing for
Law360, pointed out that Jones Day's varied successes, including
ushering the Los Angeles Dodgers from insolvency to a record sale,
its precedent-setting work for overseas debtors and expanding
beyond its reputation as a debtors-only shop, have earned the firm
a spot among Law360's Bankruptcy Groups of the Year.

Most of Jones Day's restructuring group's 84 full-time bankruptcy
attorneys are based in the U.S., with the majority of the rest in
Europe and a handful in Japan and Australia -- a geographic
diversification that has been coupled with a practice
diversification, Mr. Hornbeck noted.


* McDonald Hopkins' D. Agay Among Illinois Super Lawyers
--------------------------------------------------------
Five attorneys at McDonald Hopkins have been recognized by
Illinois Super Lawyers as among the top attorneys in Illinois.

The Illinois Super Lawyers include David A. Agay, Member Business
Restructuring and Bankruptcy Department.

No more than five percent of the lawyers in the state are selected
by Super Lawyers.  In addition, two of the firm's attorneys have
been named to the Illinois Rising Stars list as among the top up-
and-coming attorneys in Illinois.  Each year, no more than 2.5
percent of the lawyers in the state receive this honor.

Super Lawyers, a Thomson Reuters business, is a rating service of
outstanding lawyers from more than 70 practice areas who have
attained a high degree of peer recognition and professional
achievement.

With 140 attorneys in Chicago, Cleveland, Columbus, Detroit,
Miami, and West Palm Beach, McDonald Hopkins --
http://mcdonaldhopkins.com-- is a business advisory and advocacy
law firm with a more than 80-year history.


* NY Bankr. Firm Rattet Pasternak Folds into DelBello Donnellan
---------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that New York bankruptcy
boutique Rattet Pasternak LLP has merged with commercial
litigation and real estate law firm DelBello Donnellan Weingarten
Wise & Wiederkehr LLP.

The boutique's founding partner Robert L. Rattet told Law360 that
the merger, which took effect Jan. 1, was borne out of yearslong
professional relationships and friendships among the principals at
both firms.

Discussions to combine Rattet Pasternak's six attorneys with
DelBello Donnellan's 25 attorneys began months ago and ramped up
during the fall of 2012, Mr. Rattet further told Law360.


* SSG Selected as Boutique Investment Banking Firm of the Year
--------------------------------------------------------------
SSG Capital Advisors, LLC, a special situations investing banking
firm, on Jan. 10 disclosed that SSG was selected as the "2012
Boutique Investment Banking Firm of the Year" by The M&A Advisor
at its 11th Annual M&A Advisor Awards Gala on December 11, 2012 at
the New York Athletic Club in New York City.

"SSG Capital Advisors is a go-to boutique special situations
investment banking firm for middle market companies.  We strive to
provide our clients with exemplary, experienced and innovative
advisory services in mergers and acquisitions, capital raising and
restructuring and to be recognized for that effort and all of our
work is an honor," said J. Scott Victor, Managing Director.

Award winners were selected by an independent panel of judges from
more than 400 nominations representing more than 600 companies
honoring top performers of the year for creativity,
resourcefulness and perseverance in the transaction process.

The Gala is the premier celebration of the year for the industry's
leading dealmakers.  The 11th Annual Awards Gala was held in
conjunction with the 2012 M&A Advisor Summit that featured over
350 of the industry's leading M&A professionals participating in
exclusive interactive forums led by over 50 M&A, restructuring,
media, academic and political stalwarts.

                 About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent investment bank that
assists middle-market companies in completing special situation
transactions.  SSG provides its clients with comprehensive
advisory services in the areas of mergers and acquisitions,
private placements, financial advisory, financial restructurings
and valuations.


* Samuel Khalil Joins Milbank's Financial Restructuring Group
-------------------------------------------------------------
International law firm Milbank, Tweed, Hadley & McCloy LLP has
elected Samuel A. Khalil as a partner in its Financial
Restructuring Group.  Mr. Khalil is resident in the firm's New
York office.

Samuel A. Khalil is a member of the Financial Restructuring Group.
He represents debtors and creditors in chapter 11 reorganization
cases and out-of-court workouts both in the US and
internationally.  He also regularly represents private equity
funds and hedge funds acquiring control positions in financially
distressed companies, whether through a chapter 11 process or
otherwise.  He has extensive experience negotiating reorganization
plans, structuring high risk "rescue financings" and chapter 11
"DIP" and "Exit" financings, and representing acquirors and
sellers of financially distressed companies.  His engagements have
ranged across a wide array of industries, including energy,
chemicals, paper, airline, financial services, automotive,
pharmaceuticals, satellite, restaurant, consumer goods and real
estate.  Mr. Khalil's recent representations include significant
roles in the chapter 11 cases of NewPage Corporation, Southern Air
Holdings, Inc., and Lyondell Chemical Company.  Mr. Khalil earned
his J.D., cum laude, from Hofstra University, where he served as
an associate editor of the Hofstra Law Review.

"Sam Khalil ha[s] exhibited terrific leadership qualities and
maturity in addition to [his] outstanding legal skills," said
Milbank Chairman Mel Immergut.  "Representing a wide range of
client interests in complex, often high-profile matters, [he's]
made significant contributions to our success in recent years.
We're extremely pleased to welcome [him] to the partnership."

                           About Milbank

Milbank, Tweed, Hadley & McCloy LLP -- http://www.milbank.com--
is an international law firm providing legal solutions to clients
throughout the world for more than 140 years.  Milbank is
headquartered in New York and has offices in Beijing, Frankfurt,
Hong Kong, London, Los Angeles, Munich, S?o Paulo, Singapore,
Tokyo and Washington, DC.

The firm's lawyers provide a full range of legal services to the
world's leading commercial, financial and industrial enterprises,
as well as to institutions, individuals and governments.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                   Total     Holders'    Working
                                  Assets       Equity    Capital
  Company            Ticker         ($MM)        ($MM)      ($MM)
  -------            ------       ------     --------    -------
ABSOLUTE SOFTWRE     ABT CN        128.8         (7.2)       2.7
ACELRX PHARMA        ACRX US        28.2         (0.3)      13.1
AK STEEL HLDG        AKS US      3,920.7       (413.9)     450.0
AMC NETWORKS-A       AMCX US     2,152.9       (915.4)     505.9
AMER AXLE & MFG      AXL US      2,674.2       (497.7)     372.3
AMER RESTAUR-LP      ICTPU US       33.5         (4.0)      (6.2)
AMERISTAR CASINO     ASCA US     2,096.6        (25.6)     (26.5)
AMYLIN PHARMACEU     AMLN US     1,998.7        (42.4)     263.0
ANACOR PHARMACEU     ANAC US        42.8         (6.2)      15.9
ARRAY BIOPHARMA      ARRY US        85.5        (96.4)       4.1
AUTOZONE INC         AZO US      6,398.0     (1,591.4)    (682.2)
BERRY PLASTICS G     BERY US     5,106.0       (452.0)     587.0
BLUELINX HOLDING     BXC US        595.4         (1.6)     264.0
BOSTON PIZZA R-U     BPF-U CN      167.0        (86.0)       0.4
CABLEVISION SY-A     CVC US      7,285.3     (5,730.1)     (85.3)
CAPMARK FINANCIA     CPMK US    20,085.1       (933.1)       -
CC MEDIA-A           CCMO US    16,402.3     (7,847.3)   1,449.3
CENTENNIAL COMM      CYCL US     1,480.9       (925.9)     (52.1)
CHOICE HOTELS        CHH US        483.1       (569.4)       7.5
CIENA CORP           CIEN US     1,881.1        (89.0)     730.7
CINCINNATI BELL      CBB US      2,752.3       (684.6)     (68.2)
CLOROX CO            CLX US      4,747.0        (20.0)      20.0
COMVERSE INC         CNSI US       823.2        (28.4)     (48.9)
CYTORI THERAPEUT     CYTX US        32.0         (9.7)       8.2
DELTA AIR LI         DAL US     44,352.0        (48.0)  (5,061.0)
DIRECTV              DTV US     20,353.0     (4,735.0)     953.0
DOMINO'S PIZZA       DPZ US        441.0     (1,345.5)      74.0
DUN & BRADSTREET     DNB US      1,821.6       (765.7)    (615.8)
DYAX CORP            DYAX US        57.2        (48.4)      26.7
DYNEGY INC           DYN US      5,971.0     (1,150.0)   1,364.0
FAIRPOINT COMMUN     FRP US      1,798.0       (220.7)      31.1
FERRELLGAS-LP        FGP US      1,429.0        (69.6)     (70.7)
FIESTA RESTAURAN     FRGI US       289.7          6.6      (13.1)
FIFTH & PACIFIC      FNP US        843.4       (192.2)      33.5
FREESCALE SEMICO     FSL US      3,329.0     (4,489.0)   1,305.0
GENCORP INC          GY US         908.1       (164.3)      48.1
GLG PARTNERS INC     GLG US        400.0       (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US      400.0       (285.6)     156.9
GOLD RESERVE INC     GRZ US         78.3        (25.8)      56.9
GRAHAM PACKAGING     GRM US      2,947.5       (520.8)     298.5
GRAMERCY CAPITAL     GKK US      2,236.3       (293.1)       -
HCA HOLDINGS INC     HCA US     27,302.0     (6,563.0)   1,411.0
HEADWATERS INC       HW US         680.9         (3.1)      73.5
HOVNANIAN ENT-A      HOV US      1,684.2       (485.3)     870.1
HOVNANIAN ENT-B      HOVVB US    1,684.2       (485.3)     870.1
HUGHES TELEMATIC     HUTC US       110.2       (101.6)    (113.8)
HUGHES TELEMATIC     HUTCU US      110.2       (101.6)    (113.8)
INCYTE CORP          INCY US       296.5       (220.0)     141.1
INFOR US INC         LWSN US     5,846.1       (480.0)    (306.6)
IPCS INC             IPCS US       559.2        (33.0)      72.1
ISTA PHARMACEUTI     ISTA US       124.7        (64.8)       2.2
JUST ENERGY GROU     JE US       1,536.5       (279.0)    (177.1)
JUST ENERGY GROU     JE CN       1,536.5       (279.0)    (177.1)
LIMITED BRANDS       LTD US      6,427.0       (515.0)     973.0
LIN TV CORP-CL A     TVL US        864.4        (35.0)      67.2
LORILLARD INC        LO US       3,424.0     (1,564.0)   1,364.0
MARRIOTT INTL-A      MAR US      5,865.0     (1,296.0)  (1,532.0)
MERITOR INC          MTOR US     2,501.0       (982.0)     270.0
MONEYGRAM INTERN     MGI US      5,247.0       (163.6)     (95.3)
MORGANS HOTEL GR     MHGC US       577.0       (125.2)      (8.7)
MPG OFFICE TRUST     MPG US      1,867.2       (729.2)       -
NATIONAL CINEMED     NCMI US       828.0       (347.7)     107.6
NAVISTAR INTL        NAV US      9,102.0     (3,260.0)   1,484.0
NEXSTAR BROADC-A     NXST US       611.4       (160.3)      35.1
NPS PHARM INC        NPSP US       165.5        (46.7)     121.9
NYMOX PHARMACEUT     NYMX US         2.1         (7.7)      (1.6)
ODYSSEY MARINE       OMEX US        33.6        (22.2)     (25.4)
OMEROS CORP          OMER US        32.8         (0.8)       9.6
ORGANOVO HOLDING     ONVO US         9.0        (27.4)       7.3
PALM INC             PALM US     1,007.2         (6.2)     141.7
PDL BIOPHARMA IN     PDLI US       249.9       (115.5)     170.6
PLAYBOY ENTERP-A     PLA/A US      165.8        (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US        165.8        (54.4)     (16.9)
PRIMEDIA INC         PRM US        208.0        (91.7)       3.6
PROTECTION ONE       PONE US       562.9        (61.8)      (7.6)
QUALITY DISTRIBU     QLTY US       513.1        (19.7)      62.0
REALOGY HOLDINGS     RLGY US     7,351.0     (1,742.0)    (484.0)
REGAL ENTERTAI-A     RGC US      2,198.1       (552.4)      77.4
REGULUS THERAPEU     RGLS US        40.7         (8.5)      21.0
RENAISSANCE LEA      RLRN US        57.0        (28.2)     (31.4)
REVLON INC-A         REV US      1,183.6       (680.7)     104.7
RLJ ACQUISITI-UT     RLJAU US        0.0         (0.0)      (0.0)
RURAL/METRO CORP     RURL US       303.7        (92.1)      72.4
SALLY BEAUTY HOL     SBH US      2,065.8       (115.1)     686.5
SAREPTA THERAPEU     SRPT US        53.1         (4.6)     (13.0)
SHUTTERSTOCK INC     SSTK US        46.7        (29.9)     (32.9)
SINCLAIR BROAD-A     SBGI US     2,245.5        (52.4)     (14.1)
TAUBMAN CENTERS      TCO US      3,152.7        (86.1)       -
TEMPUR-PEDIC INT     TPX US        913.5        (12.5)     207.0
TESLA MOTORS         TSLA US       809.2        (27.9)    (101.3)
TESORO LOGISTICS     TLLP US       291.3        (78.5)      50.7
THERAPEUTICS MD      TXMD US         3.5         (4.3)      (1.1)
THRESHOLD PHARMA     THLD US        86.2        (44.1)      68.2
ULTRA PETROLEUM      UPL US      2,593.6       (109.6)    (266.6)
UNISYS CORP          UIS US      2,254.5     (1,152.6)     371.3
VECTOR GROUP LTD     VGR US        885.6       (102.9)     243.0
VERISIGN INC         VRSN US     1,983.3        (26.6)     (86.9)
VIRGIN MOBILE-A      VM US         307.4       (244.2)    (138.3)
WEIGHT WATCHERS      WTW US      1,198.0     (1,720.4)    (273.7)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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are $25 each.  For subscription information, contact Peter A.
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