TCR_Public/130626.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 26, 2013, Vol. 17, No. 175

                            Headlines


AEROVISION HOLDINGS: Files for Chapter 11 in West Palm Beach
AFA INVESTMENT: Beef Supplier Challenges WARN Deal
AHERN RENTALS: Emerges From Full-Payment Reorganization
AIR CANADA: S&P Assigns 'B' Rating to C$300MM Senior Secured Notes
AIRTRONIC USA: Becomes OEM Supplier to Major Defense Contractor

ALCATEL-LUCENT: S&P Cuts Corporate Credit Rating to 'B-'
ALLIED INDUSTRIES: Claims Bar Date Set for July 31
AMERICAN AIRLINES: GAO Says US Air Merger Would Cut Competition
AMERICAN AIRLINES: Wins OK to Purchase Securities for Cash
AMERICAN AIRLINES: Citibank Wants Decision on Pacts by July 2

AMERICAN AIRLINES: Proposes Daugherty as Special Counsel
AMERICAN AIRLINES: Taps Pillsbury as Special Counsel
AMERICAN SUZUKI: Faces Possible Air Bag Recall
AMERICAS BULLION: MF Intends to Issue Event of Default Notice
ARCAPITA BANK: Judge Approves Goldman's Bankruptcy Loan

BERNARD L. MADOFF: Artwork to be Auctioned in October, November
CABLEVISION SYSTEMS: S&P Affirms 'BB' CCR & Alters Outlook to Neg.
CHEMTURA CORP: Obtains Requisite Consents for Indenture Amendments
CSD LLC: Wayne Newton Museum Owner's Plan Confirmed in Las Vegas
DETROIT, MI: Official Denies Report That City May Sell Cars

DIGERATI TECHNOLOGIES: Employs Epiq as Claims and Noticing Agent
DYNEGY HOLDINGS: Plan Effectivity Deadline Moved Thru July 15
DYNEGY HOLDINGS: Progress Made by ICS in Danskammer Sale
EAST COAST BROKERS: Court Dismisses Chapter 11 Case
EAST SLOPE: West Mountain Ski Resort Files Chapter 11

EAST SLOPE: Case Summary & 20 Largest Unsecured Creditors
EASTERN HILLS COUNTRY CLUB: Files for Chapter 11 in Dallas
EASTMAN KODAK: Court Approves Backstop Commitment Agreement
EASTMAN KODAK: KPP Global Settlement Approved
EMERITO ESTRADA: Sec. 341 Creditors' Meeting Set for July 12

EQUITY MEDIA: Transfer of Retro Television Network "Fraudulent"
FLINTKOTE COMPANY: Wants Until Nov. 30 to Propose Chapter 11 Plan
FRIENDSHIP DAIRIES: Agstar Opposes Extension of Solicitation Pd.
FRIENDSHIP DAIRIES: Court Won't Reconsider Cash Collateral Order
HAMPTON LAKE: Court OKs Clawson & Staubes as Committee Attorney

HERCULES OFFSHORE: S&P Rates $400MM Sr. Unsec. Notes Due 2021 'B'
HOSTESS BRANDS: Twinkies Set to Hit U.S. Shelves Again in July
IGPS COMPANY: Sec. 341(a) Meeting of Creditors Set for July 10
INSPIRATION BIOPHARMACEUTICALS: Needs 1 More Month for Plan
INTERSTATE BAKERIES: Rehearing Granted in Trademark Case

K-V PHARMACEUTICAL: Sixth Amended Plan Filed
KELLY RUTHERFORD: Actress Files for Chapter 7 Amid Custody Battle
KIDSPEACE CORP: Sec. 341(a) Meeting of Creditors Set for July 11
KIMBER RESOURCES: Gets NYSE MKT Listing Non-Compliance Notice
LENNY DYKSTRA: Released After Serving Bankruptcy Fraud Sentence

LIBERTY MEDICAL: Cash No Longer "Cash Collateral"
LIFE UNIFORM: Hires Morgan Joseph as Investment Banker
LIFE UNIFORM: Hires Epiq Bankruptcy as Administrative Agent
LIFE UNIFORM: Cooley LLP and Cousins Chipman to Represent Panel
LUKEN COMMUNICATIONS: Files Bankruptcy After $47.4MM Jury Verdict

MAIN STREET: Being Sold to Founder and Shareholders
MEDIA GENERAL: S&P Raises CCR to 'B' & Revises Outlook to Positive
METRO FUEL: NYCB Seeks Ch.7 Conversion, Cites Admin. Insolvency
METRO FUEL: Otterbourg's Cyganowski to Serve as Mediator
MF GLOBAL: CFTC to Sue Corzine, Ex-Assist. Treasurer O'Brien

MODERN PRECAST: Court Confirms Amended Liquidation Plan
MOUNTAIN COUNTRY: Dispute Over Hiring of Accountant Resolved
ONCURE HOLDINGS: RTS's $125-Mil. Offer to Open Auction
ORCHARD SUPPLY: Proposes $3.125 Million Bonus for Execs
PARKWAY ACQUISITION: Section 341(a) Meeting Set on July 26

PENSACOLA BEACH: Court Approves Levin Papantonio Hiring
PENSACOLA BEACH: Can Employ Sherry Chancellor as Attorney
PGA FLYOVER: Had Access to BBX Cash Collateral in May
PITT PENN: Ch.11 Trustee Hires CohnReznick as Financial Advisor
PITT PENN: Ch.11 Trustee Hires Cole Schotz as Counsel

PNA GROUP: To Sell Stake In Bank At Bankruptcy Auction
POINT BLANK: SS Armor Hires McKenna Long as Special Counsel
PROFESSIONAL MEDICAL: Case Summary & 20 Largest Unsec. Creditors
PROMMIS HOLDINGS: EC Closing, 2 Others File Chapter 11 Petitions
QUIGLEY CO: No Supreme Court Appeal for Pfizer

RESIDENTIAL CAPITAL: Has Tentative Deal With Federal Reserve
RESIDENTIAL CAPITAL: Committee Urges Approval of Plan-Support Deal
RESIDENTIAL CAPITAL: Balks at Credit Union's $200MM in Claims
RICHARD F. KLINE: Case Summary & 20 Largest Unsecured Creditors
ROCKWOOD SPECIALTIES: S&P Revises Outlook & Affirms 'BB+' CCR

ROSELAND VILLAGE: VCB Wants Creditors' Plan Outline Tossed
SCOOTER STORE: Gets Nod for Ch. 11 Auction in August
SCOOTER STORE: May Hire Epiq as Administrative Advisor
SCOOTER STORE: Fulbright & Jaworski OK'd to Handle 327(e) Matters
SCOOTER STORE: Morgan Lewis Approved as Bankruptcy Counsel

SCOOTER STORE: Committee Can Hire Cooley LLP, Cousins Chipman
SENSUS USA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
SHAMROCK-HOSTMARK: GE Capital's Motion to Appoint Trustee Denied
SHAMROCK-HOSTMARK: July 10 Hearing on Adequacy of Plan Outline
SOUND SHORE: Montefiore Raises Bid to $58.75 Million

STACY'S INC: Greenhouse Files for Sale to Metrolina
STACY'S INC: Sec. 341 Meeting Slated for July 22
STACY'S INC: U.S. Trustee Has Issues With First Day Motions
STACY'S INC: Proposes to Hire Attorneys and Advisors
STOCKTON, CA: Mulls Tax Hike to Restore Solvency

STORY BUILDING: Files Fourth Amended Chap. 11 Plan
T-L BRYWOOD: Files Bankruptcy-Exit Plan
TENET HEALTHCARE: Fitch Puts 'B' IDR on Rating Watch Negative
THQ INC: July 16 Hearing on Confirmation of Liquidation Plan
TMT USA: Case Summary & 30 Largest Unsecured Creditors

TRANSVANTAGE SOLUTIONS: Ch. 11 Trustee Taps GMCO as Accountants
TRANSVANTAGE SOLUTIONS: Ch.11 Trustee Taps Fox Rothschild
TRANSVANTAGE SOLUTIONS: Ch.11 Trustee Seeks Chapter 7 Liquidation
TRENDSET INC: Files List of Top Unsecured Creditors
UNIVERSAL HEALTH: Case Conversion Hearing Set for July 29

US SILICA: S&P Raises Corp. Credit Rating to 'BB-'; Outlook Stable
VAIL LAKE: Files List of Top Unsecured Creditors
VINTAGE CONDOMINIUM: Seeks to Use Parkway's Cash Collateral
VISIONSTREAM INC: Case Summary & 20 Largest Unsecured Creditors
YOSHIS SAN FRANCISCO: Case Dismissal Hearing Continued to July 17

* Suit Properly Dismissed to Protect Judicial System
* Suit to Collect Alimony Violates Automatic Stay
* Supreme Court to Hear Unanswered Questions in Stern vs. Marshall

* Banks Present Their Own Crisis Plan to Fed
* LPS Month-End Data Shows Foreclosure Inventory Declines
* Mortgage Daily Expects Continued Decline in Mortgage Casualties
* Recovering Airline Industry on Track for Profitability, PwC Says

* More BigLaw Layoffs Expected After Massive Weil Cuts
* McGuireWoods Picks Up Ex-Winston & Strawn Bankruptcy Pro

* Upcoming Meetings, Conferences and Seminars

                            *********

AEROVISION HOLDINGS: Files for Chapter 11 in West Palm Beach
-------------------------------------------------------------
Aerovision Holdings 1 Corp filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21 in its home-town in West
Palm Beach, Florida, without citing a reason.

The Debtor estimated assets in excess of $10 million and
liabilities of $1 million to $10 million.  The Debtor says that
its principal assets are located at Ft. Pierce International
Airport, in Fort Pierce, Florida.

Governmental entities are required to submit proofs of claim by
Dec. 18, 2013.


AFA INVESTMENT: Beef Supplier Challenges WARN Deal
--------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Nebraska-based
beef company embroiled in a long-standing dispute with an
affiliate of bankrupt AFA Foods Inc. over who is responsible for
allegedly tainted meat objected Monday to a proposed settlement
AFA reached with creditors and a class suing it over labor
violations.

According to the report, Greater Omaha Packaging Co. Inc. and its
insurer Continental Casualty Co. argued in a motion filed in
Delaware bankruptcy court that AFA -- which sought court
protection after public and media backlash over the "pink slime"
filler controversy -- never included the beef supplier in its
negotiations.

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

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

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

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

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

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

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AHERN RENTALS: Emerges From Full-Payment Reorganization
-------------------------------------------------------
Ahern Rentals, Inc. on June 24 announced the Company's final
emergence from Chapter 11 bankruptcy case.

During the case, the Company implemented a business recovery
strategy which consisted of strategically opening multiple
branches in new geographic markets and redeploying its equipment
rental fleet to these new markets, which resulted in substantial
improvement in its business operations and financial condition.

Through the Company's confirmed plan of reorganization, the
Company was successfully able to refinance its existing
indebtedness and negate a competing plan of reorganization from
its junior creditors that had bought second lien debt at
significant discounts to par in an attempt to take control of the
company.  Accordingly, Ahern's two owners (Don F. Ahern and John
Paul Ahern, Jr.) retained 100% of the capital stock in the
reorganized entity, the second lien holders received par plus pre-
petition interest and all other creditors received 100% of their
allowed claims.

"We thank our customers and our employees, suppliers and business
partners, whose loyalty during this process has been instrumental
in our continued financial success and our success in emerging
from bankruptcy," said Don F. Ahern, President and CEO of Ahern
Rentals.  "We also want to thank our financial advisors, The
Seaport Group and Oppenheimer & Co., for developing and helping us
implement the plan that allowed us to successfully exit
bankruptcy, and our legal counsel, Stoel Rives LLP, who have
advised us on our financing issues since 2004 and Gordon Silver
who served as our legal advisors."

The bankruptcy court in Reno, Nevada, entered an order confirming
the Chapter 11 plan on June 6.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that under the Plan, all creditors will be paid in full,
thus allowing company president Don Ahern to retain ownership
along with John Paul Ahern Jr.  The reorganization was made
possible with $740 million in financing.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- offers rental equipment
to customers through its 74 locations in Arizona, Arkansas,
California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada,
New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma,
Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah,
Virginia and Washington.

Privately held Ahern Rentals filed a voluntary Chapter 11 petition
(Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing
to obtain an extension of the Aug. 21, 2011 maturity of its
revolving credit facility.  In its schedules, the Debtor disclosed
$485.8 million in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver and DLA Piper LLP (US) serve as the Debtor's
counsel.  The Debtor's financial advisors are Oppenheimer & Co.
and The Seaport Group.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In December 2012, the Court terminated Ahern's exclusive right to
propose a plan, saying the company failed to negotiate in good
faith after a year in Chapter 11.  Certain holders of the Debtor's
9-1/4% senior secured second lien notes due 2013 proposed in
February their own Plan to complete with Ahern's proposal.  The
Noteholder Group consists of Del Mar Master Fund Ltd.; Feingold
O'Keeffe Capital, LLC; Nomura Corporate Research & Asset
Management Inc.; Och-Ziff Capital Management Group; Sphere
Capital, LLC - Series B; and Wazee Street Capital Management, LLC.
They are represented by Laurel E. Davis, Esq., at Fennemore Craig
Jones Vargas, Kurt A. Mayr, Esq., and Daniel S. Connolly, Esq., at
Bracewell & Giuliani LLP.

In March 2013, the Court approved disclosure materials explaining
both plans.  Ahern and the lenders both propose paying unsecured
claims in full.  The lenders' plan fully pays unsecured creditors
when the plan is implemented.

In June 2013, Ahern Rentals won approval in Nevada bankruptcy
court for its reorganization plan, which keeps the heavy-equipment
rental company in the hands of its founding family and pays
creditors in full, including bondholders who had previously sought
control through a rival plan.


AIR CANADA: S&P Assigns 'B' Rating to C$300MM Senior Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating and a '2' recovery rating to Air Canada's proposed
C$300 million senior secured notes due 2019. A '2' recovery rating
indicates that lenders could expect substantial (70%-90%) recovery
in the event of default.

"We understand that net proceeds from the proposed notes, combined
with the term loan B due 2019, will be used to repay Air Canada's
existing 9.250% senior secured notes due 2015, 10.125% senior
secured notes due 2015, and 12.000% senior second-lien notes due
2016, as well as to add cash to the company's balance sheet.  We
expect to withdraw the ratings on the existing secured notes on
their repayment.  While the proposed notes and term loan will
likely increase Air Canada's debt, this is offset by the increased
liquidity and extended maturity profile the company will gain as
well as lower interest costs and, as a result, we do not believe
it materially alters Air Canada's financial risk profile," S&P
said.

"The ratings and outlook on Air Canada reflect what we view as the
company's highly leveraged capital structure; weak cash flow
protection measures; participation in the high-risk airline
industry; and modest, albeit volatile, cash flow to cover
relatively high fixed costs," said Standard & Poor's credit
analyst Jamie Koutsoukis.  "Mitigating these weaknesses, in our
opinion, are the company's strong market position in Canada as the
largest provider of commercial airline services; broad route
network, providing some ability to offset domestic weakness; and
good brand recognition," Ms. Koutsoukis added.

RATINGS LIST

Air Canada
  Corporate credit rating                            B-/Stable/--

Ratings Assigned

Proposed C$300 mil. senior secured notes due 2019   B
Recovery rating                                     2


AIRTRONIC USA: Becomes OEM Supplier to Major Defense Contractor
---------------------------------------------------------------
Global Digital Solutions, Inc. on June 24 disclosed that its
planned merger partner, Airtronic USA, Inc., has agreed to become
an OEM supplier to a major international defense contractor for
the Airtronic family of M203 grenade launchers and has received
the first of many expected orders for M203 grenade launchers.

"This relationship and the receipt of the first order is a
significant step forward in our business," said Dr. Merriellyn
Kett, Airtronic's President and CEO, who will continue serving as
CEO of Airtronic once the merger between GDSI and Airtronic is
finalized.  "The fact that the order comes from an iconic,
international defense contractor certainly validates Airtronic's
growth strategy and confirms the world-class quality of our
products."

On Aug. 20, 2012, GDSI and Airtronic disclosed that they had
signed a letter of intent to enter into good faith discussions
involving a potential strategic combination in which Airtronic
would be acquired by GDSI.  Having completed those good faith
discussions, the companies signed a merger agreement on or about
October 16, 2012.

On June 10, 2013, Airtronic filed a chapter 11 bankruptcy
reorganization plan with the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division.  If
confirmed, the Plan will allow Airtronic -- the largest woman-
owned small arms manufacturer in the United States -- to emerge
debt-free from chapter 11 bankruptcy with adequate working
capital.

Richard J. Sullivan, GDSI founder and largest shareholder who will
become Chairman and CEO after the acquisition with Airtronic is
completed, also commented on the OEM relationship and the purchase
order: "I'm delighted to hear this welcome news from Airtronic.  I
congratulate Merriellyn Kett and the entire Airtronic team.  We've
been very confident all along that Airtronic has a sterling
reputation in the industry and an enviable record of providing
top-quality products to domestic and international customers.
This relationship and the new order, the first of many to come,
only serves to confirm our sense of confidence."

                    About Airtronic USA, Inc.

Airtronic -- http://www.Airtronic.net-- is an electro-mechanical
engineering design and manufacturing company.  The company
provides small arms and small arms spare parts to the U.S.
Department of Defense, foreign militaries, and the law enforcement
market.  The company also manufactures medical, avionics, and
telecommunications original equipment.  The company's products
include grenade launchers, rocket propelled grenade launchers,
grenade launcher guns, flex machine guns, grenade machine guns,
rifles, and magazines.  Founded in 1990, the company is based in
Elk Grove Village, Illinois.

On May 16, 2012, the voluntary petition of Airtronic, Inc. for
liquidation under Chapter 7 was converted to chapter 11
reorganization.  The company had filed for chapter 7 bankruptcy on
March 13, 2012.


ALCATEL-LUCENT: S&P Cuts Corporate Credit Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit ratings on French telecommunications
equipment supplier Alcatel-Lucent and its subsidiary Alcatel-
Lucent USA Inc. to 'B-' from 'B'.  The outlook is stable.

S&P is affirming the 'B' short-term rating on Alcatel-Lucent.

At the same time, S&P is lowering its issue rating on the senior
secured term facilities issued by Alcatel-Lucent USA to 'B+' from
'BB-'.  The recovery rating on these facilities is '1',
indicating S&P's expectation of very high (90%-100%) recovery for
debtholders in the event of a payment default.

S&P is also lowering its issue rating on the group's existing
unsecured debt instruments to 'CCC' from 'CCC+'.  The recovery
rating on these debt instruments is '6', reflecting S&P's
expectation of negligible (0%-10%) recovery for debtholders in
the event of a payment default.

In addition, S&P is lowering its issue rating on the preferred
stock issued by Alcatel-Lucent USA to 'CCC-' from 'CCC'.

"The downgrade primarily reflects our expectation that the
group's cash losses will be significantly higher in the next 24
months than we previously expected.  This is primarily because of
the EUR830 million additional cash restructuring costs over 2014-
2015 under the group's new medium-term plan.  As part of the
plan, the group has also announced asset sales of more than EUR1
billion and the refinancing of EUR2 billion in debt over 2013 to
2015.  Once the group has made substantial progress implementing
these measures, it targets debt reduction of EUR2 billion.  In
our view, these actions could limit further rating downside risk
in the near term if they are executed in a timely manner.  The
additional cost cuts should support at least mid-single-digit
profit margins from 2015 onward, in our view, and therefore we
are maintaining our assessment of Alcatel-Lucent's business risk
profile as "weak," as our criteria define the term.
Nevertheless, Alcatel-Lucent's margins and cash generation are
currently significantly weaker than those of peers whose business
risk profile we also consider weak, such as Nokia Siemens
Networks," S&P said.

"In our updated base-case scenario, we forecast a deterioration
of the group's free operating cash flow (FOCF) generation to
about negative EUR0.8 billion in 2013 (2012: negative EUR0.7
million, despite aEUR159 million increase in receivable
discounting).  The forecast FOCF deterioration compared with 2012
is primarily the result of our expectation of higher cash
restructuring costs, higher cash interest, and moderate working
capital outflows.  In addition, we forecast only a moderate
improvement in FOCF to between negative EUR0.5 billion and
negative EUR0.6 billion in 2014, primarily based on our
expectation of higher operating profits and roughly flat revenues
in 2013 and 2014, following a year-on-year revenue decline of
5.7% in 2012.  We continue to expect the group's operating margin
(as adjusted by Alcatel-Lucent) to improve gradually to 3%-5% by
2014 from negative 1.8% in 2012.  In our view, the margin
improvement will be primarily fuelled by the group's plans to
reduce its fixed-cost base by about EUR1 billion (including cost-
saving benefits under its previous restructuring plans),
including refocusing its research and development spending and
reducing spending for legacy technologies," S&P added.

S&P assess Alcatel-Lucent's financial risk as "highly leveraged."
S&P's assessment reflects its view of the company's continued
high cash losses and high gross adjusted leverage.

The stable outlook reflects S&P's expectation that the group's
operating margins--as adjusted by Alcatel-Lucent--will gradually
improve toward mid-single digits in the next 24 months.  It also
reflects S&P's view that the existing liquidity sources, as well
as potential proceeds from asset disposals, are sufficient to
cover the expected significantly negative FOCF generation in 2013
and 2014.  In addition, S&P expects that Alcatel-Lucent will
refinance its large January 2015 debt maturity during 2013.

S&P could raise the rating by one notch if the group is able to
demonstrate about break-even FOCF generation (excluding potential
asset disposal proceeds) on a sustainable basis and if it
maintains adequate liquidity, including the refinancing of 2015-
2016 debt maturities.

S&P could consider lowering the ratings if it was to anticipate
continued significantly negative FOCF beyond 2014.  Specifically,
S&P could consider lowering the ratings if it anticipates that
the group's operating margins--as adjusted by Alcatel-Lucent--
will remain at low single digits in 2015 as a result of higher-
than-expected competitive pressure on revenues and gross margins
or insufficient cost-cutting measures.  This could also lead S&P
to revise its business risk profile assessment on Alcatel-Lucent
to "vulnerable" from "weak."


ALLIED INDUSTRIES: Claims Bar Date Set for July 31
--------------------------------------------------
The deadline for creditors to file proofs of claim in the
Chapter 11 bankruptcy case of Allied Industries, Inc. is set for
July 31, 2013.

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq., at
DCDM Law Group, P.C., serves as the Debtor's counsel.


AMERICAN AIRLINES: GAO Says US Air Merger Would Cut Competition
---------------------------------------------------------------
A congressional watchdog told a Senate hearing on June 19, that
the proposed merger between American Airlines Inc. and US Airways
Group Inc. would reduce competition on 11.9% of U.S. air routes.

Alan Levin, writing for Bloomberg News, reported that the
Government Accountability Office told a Senate aviation
subcommittee that the number of cities that would lose a carrier
after the merger is 47% higher than in the 2010 combination
between United Airlines and Continental Airlines.

"If not challenged by [U.S. Department of Justice], the merged
American would surpass United to become the largest U.S.
passenger airline by several measures.  While US Airways and
American overlap on only 12 nonstop routes, no other nonstop
competitors exist on 7 of those 12.  Our analysis of 2011 and
2012 ticket data also showed that combining these airlines would
result in a loss of one effective competitor (defined as having
at least 5 percent of total airport-pair traffic) in 1,665
airport-pair markets affecting more than 53 million passengers
while creating a new effective competitor in 210 airport-pairs
affecting 17.5 million passengers. However, the great majority of
these markets also have other effective competitors," GAO said in
a statement.

Meanwhile, Charles Leocha, director of the Washington-based
Consumer Travel Alliance, said the new company would raise
prices, decrease service and create labor unrest for its
employees, according to the Bloomberg report.

"There are no benefits overall," the news agency quoted Mr.
Leocha as saying.  "It's time to stop this merger madness."

The Consumer Travel Alliance found competition would decline at
some non-hub airports where the two airlines now compete. Those
cities include Austin, Texas; Pittsburgh, San Diego and Las
Vegas.

The Senate hearing came a day after two Senators, Democrat Amy
Klobuchar of Minnesota and Republican Mike Lee of Utah, wrote a
letter urging U.S. regulators to consider the impact of the
merger on consumers.

          American, US Airways Officials Defend Merger

Gary Kennedy, senior vice-president of American Airlines,
defended the merger, saying the new combined company "will lift
the competitive bar in an already highly competitive U.S. airline
industry."

"This merger is good news for everyone except our competitors,"
Mr. Kennedy told the Senate aviation subcommittee.

US Airways CEO Doug Parker said concerns by Mr. Leocha and others
are "just plain wrong."  He said the merger will make it easier
to compete against United and Delta Air Lines Inc.), giving
passengers more choices and enhancing competition, the news
agency reported.

According to Mr. Parker, US Airways now flies to 64 cities, most
of those small- and medium-sized, where American has no service.
He said many passengers in those cities will gain access to what
is now American's hub network.

                        Antitrust Approval

Sara Forden and Mary Schlangenstein, writing for Bloomberg News,
reported both airlines won't learn if the merger passes U.S.
antitrust review before a bankruptcy court hears American
Airlines' request to confirm its Chapter 11 plan in August.  The
Justice Department still is analyzing whether the merger
create a monopoly in any markets, the report said, citing people
familiar with the matter as its source.

"Ordinarily this might seem like a long time for the merger
review," the news agency quoted Seth Bloom, former general
counsel of the Senate Antitrust Subcommittee, as saying.  "But
because they're waiting for the bankruptcy court to confirm the
plan, I wouldn't read substantive conclusions into that."

Judge Sean Lane of U.S. Bankruptcy Court in Manhattan, who
oversees the Chapter 11 cases of American Airlines and its parent
AMR Corp., is set to hold a hearing on Aug. 15 to consider
approval of the companies' restructuring plan.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


AMERICAN AIRLINES: Wins OK to Purchase Securities for Cash
----------------------------------------------------------
AMR Corp. and its debtor-affiliates obtained a bankruptcy judge's
approval to offer to purchase securities for cash.

In a June 19 decision, Judge Sean Lane of the U.S. Bankruptcy
Court in Manhattan gave the company the go-signal to offer to
purchase all validly tendered and not validly withdrawn notes and
enhanced equipment trust certificates.  The notes and certificates
were issued under three separate financing transactions involving
AMR's regional carrier, American Airlines Inc., and were sold to
third parties.  Proceeds from the sale of the certificates were
used to purchase equipment notes issued by the airline.

As of May 15, 2013, the aggregate principal amount outstanding
under the notes is more than $159 million while the outstanding
pool balance of the EETCs is more than $1.085 billion.

AMR said the offer, if successful, would reduce the interest
costs associated with further delay in consummating the repayment
of notes.

AMR won't repay the notes until the U.S. Court of Appeals for the
Second Circuit affirms Judge Lane's Feb. 1 order, which
authorized the company to repay the notes without paying so-
called make-whole amount.  U.S. Bank Trust N.A. appealed that
decision, arguing AMR must pay the make-whole amount.

Each month, AMR and its subsidiaries accrue as much as $6 million
of interest expense under the notes in excess of prevailing
interest rates in the EETC financing market, according to court
filings.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


AMERICAN AIRLINES: Citibank Wants Decision on Pacts by July 2
-------------------------------------------------------------
Citibank N.A. withdrew its motion seeking to compel American
Airlines Inc. to decide whether to assume the parties' contracts.

The move came after Citibank and American Airlines reached a deal
last month, under which the airline agreed to take over the
contracts tied to its AAdvantage frequent-flier program.

Citibank also withdrew its request to estimate and temporarily
allow its claims for purposes of voting on American Airlines'
Chapter 11 plan.

The bank had criticized the airline for giving insufficient
information about many facets of its plan, including the
potential impact if the airline rejected their contracts.

According to Citibank, the airline's decision whether to assume
or reject the contracts would have a big impact on its bankruptcy
case since the bank has a big potential claim.

The bank advanced $1 billion to American Airlines in 2009 by pre-
purchasing miles in the AAdvantage program.  The obligation is
secured by airport slots, route authorities and other assets.

In July 2012, Citibank filed a claim against American Airlines
and each of its affiliated debtors.  Each claim asserts more than
$1 billion in the event of a rejection, breach or termination of
the contracts.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


AMERICAN AIRLINES: Proposes Daugherty as Special Counsel
--------------------------------------------------------
AMR Corp. and its debtor affiliates filed an application seeking
court approval to hire Daugherty Fowler Peregrin Haught & Jenson,
PC as their special counsel.

Daugherty was previously employed by AMR to provide legal
services in the ordinary course of business.  The firm's fees,
however, exceeded the $500,000 cap, compelling AMR to file the
employment application pursuant to Section 327 of the Bankruptcy
Code.

The firm will continue to provide the same services, which
include examining the records at the Federal Aviation
Administration and the International Registry, preparing memos
and opinions, and closing transactions with filings with those
agencies.

Daugherty will charge for its services on an hourly basis in one-
tenth hour increments, and will seek reimbursement for work-
related expenses.  Its hourly rates range from $300 to $380 for
partners, and $150 to $190 for paraprofessionals.

The firm does not represent any interest adverse to AMR,
according to a declaration by Robin Jenson, Esq. --
rjenson@dfphj.com -- a partner at Daugherty.

A court hearing to consider approval of the application is set
for June 27.  Objections are due by June 20.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


AMERICAN AIRLINES: Taps Pillsbury as Special Counsel
----------------------------------------------------
AMR Corp. and its debtor-affiliates are seeking approval from the
U.S. Bankruptcy Court in Manhattan to employ Pillsbury Winthrop
Shaw Pittman LLP as their special counsel.

AMR filed an application to hire the firm in accordance with the
court's previous order requiring the company to file a retention
application under Section 327 of the Bankruptcy Code if payments
to any "ordinary course professional" exceed $500,000 over the
course of its bankruptcy case.

Pillsbury was initially employed as ordinary course professional,
assisting American Airlines Inc. in connection with the new
financing obtained by the carrier from major banks to get out of
bankruptcy, which was approved by the court early last month.

The firm will charge for its services on an hourly basis in one-
tenth hour increments, and will seek reimbursement for work-
related expenses.  Its hourly rates range from $625 to $1,155 for
partners, $380 to $1,020 for counsel, $380 to $765 for
associates, and $70 to $755 for paraprofessionals and other
timekeepers.

Jennifer Trock, Esq. -- jennifer.trock@pillsburylaw.com -- a
partner at Pillsbury, disclosed in a declaration that the firm
does not represent interest adverse to AMR and its affiliated
debtors.

Judge Sean Lane will hold a hearing on June 27 to consider
approval of the application.  Objections are due by June 20.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


AMERICAN SUZUKI: Faces Possible Air Bag Recall
----------------------------------------------
Christopher Jensen, writing for The New York Times, reported that
the National Highway Traffic Safety Administration is
investigating whether air bag problems warrant recalling about
205,000 Suzuki vehicles, the 2006-11 Grand Vitara and the 2007-11
SX4, according to a report posted on the safety agency's Web site.

However, a federal bankruptcy court recently approved Suzuki's
Chapter 11 filing, the report pointed out.  The automaker plans to
withdraw from the American car market after it sells off the rest
of its inventory.  That poses a problem should N.H.T.S.A. decide a
recall is warranted.  If an automaker lacks assets, there is no
money to pay for repairs.

The safety agency says it has received 128 complaints from Suzuki
owners about warning lights indicating problems with the
passenger-side air bag, the report said.  The warning lights
suggest a malfunction of the occupant classification system, which
detects whether or not a small child is seated up front.  In that
case, it is supposed to turn off the air bag to prevent injuries
to the child.

The N.H.T.S.A. report says that Suzuki sent owners letters last
September informing them of an extended warranty available to
cover the systems and warning them that the front passenger air
bag would still deploy even if a small child was seated there, the
report added.  Many of the Suzuki owners who complained to the
agency said dealers told them their air bags wouldn't work and
that it would cost at least $1,000 for repairs.

A month after the letters were sent, Suzuki announced that it
would cease selling cars in the United States and file Chapter 11
bankruptcy, the report related. Suzuki will continue selling
motorcycles, all-terrain vehicles and marine engines in the United
States.

                      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 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. Cal.
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 Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

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.  Freddie Reiss,
Senior Managing Director at FTI Consulting, served as chief
restructuring officer.  Rust Consulting Omni Bankruptcy, a
division of Rust Consulting, Inc., is the claims and notice agent.
The Debtor retained Imperial Capital LLC as investment banker.

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

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.

ASMC's Chapter 11 Plan was confirmed by the Bankruptcy Court on
Feb. 28, 2013.  The Chapter 11 Plan became effective on March 31,
2013, when ASMC closed its assets sale and commenced paying the
claims in full of all consensually settling Automotive Dealers and
trade creditors through the PE Creditor Trust established by the
Plan.  ASMC closed the sale of its operating assets to Suzuki
Motor of America, Inc., a newly organized, wholly-owned subsidiary
of Suzuki Motor Corporation, which will operate as the sole
distributor of Suzuki products in the continental U.S.  ASMC has
wound down all operations.


AMERICAS BULLION: MF Intends to Issue Event of Default Notice
-------------------------------------------------------------
Americas Bullion Royalty Corp. on June 24 disclosed that MF
Investment Holding Company 1 (Cayman) Limited, part of the Red
Kite Group, has indicated that it has or intends on issuing
notices alleging an Event of Default under the secured facility
agreement dated September 25, 2012 and asserting rights to
exercise an option to purchase twenty-six royalty interests
including the Pan and Bald Mountain interests by paying Americas
Bullion US$35,000,000 in cash as set forth in section 7.6 of the
Facility Agreement.  Americas Bullion rejects that any Event of
Default has occurred under the Facility Agreement, asserts that no
valid and effective notice has been issued upon it as required by
the Facility Agreement and has engaged legal counsel to challenge
the recent conduct of MF Investments.

               About Americas Bullion Royalty Corp.

Americas Bullion Royalty Corp. focuses on acquiring precious metal
royalties and streaming assets which provide revenue as well as
lower risk exposure to shareholders through project diversity in
stable, mining-friendly jurisdictions.  The Company's existing
portfolio is highlighted by Gross in-kind Royalties on Midway
Gold's Pan and Gold Rock deposits, as well as 2 separate royalties
encompassing more than 34 square miles at Barrick Gold's Bald
Mountain project in Nevada.

The Company holds additional royalties including Net Smelter
Return Royalties on the Taylor Silver project and a portion of the
Tonkin Springs project also in Nevada.  The Company's royalty
holdings comprise more than 100,000 acres located primarily in
Nevada, with 7 of the projects located in Wyoming, Oregon,
California and Mexico.  Current royalty revenue is expected to
accelerate as early as 2014 as several of these projects commence
production.  Americas Bullion Royalty Corp.'s prime royalty
portfolio is unique in the mineral royalty industry due to its
ability to receive the majority of projected revenues in-kind
(gold bullion as opposed to cash), its concentration of gross
royalties with no exposure to operator cost, as well as its
security of title with no buyback or buyout provisions.  The
Company continues to advance or monetize other assets including
its significant Yukon property holdings, security holdings and the
Taylor Mill in Nevada.


ARCAPITA BANK: Judge Approves Goldman's Bankruptcy Loan
-------------------------------------------------------
Joseph Checkler writing for Dow Jones' DBR Small Cap reports that
a judge on Monday approved Arcapita Bank's $175 million bankruptcy
loan from Goldman Sachs Group Inc. to replace existing financing
from Fortress Investment Group LLC.

Goldman Sachs International has agreed to supply a $175 million
secured loan to provide financing for the remainder of the Chapter
11 reorganization.  The new loan will pay off an existing
$150 million loan from Fortress Credit Corp. that matures June 14.
The Fortress loan had been paid down to $105 million.

Maturity can be extended until Sept. 30 in case there are delays
in confirming or implementing the reorganization plan.  The new
$175 million loan will convert into a $350 million facility to
kick in when the plan is consummated.

The bankruptcy court in Manhattan earlier approved a $350 million
loan from Goldman Sachs.  The loans will comply with Islamic
lending regulations.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


BERNARD L. MADOFF: Artwork to be Auctioned in October, November
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that artwork belonging to Bernard L. Madoff Investment
Securities Inc. and Bernard Madoff himself will be sold in auction
galleries in October and November.

According to the report, artists whose works are being sold
include Jasper Johns, Roy Lichtenstein, Andy Warhol and Henri
Matisse.  Sotheby's will sell most of the art.  Stair Galleries
will sell posters, carpets and some decorative items.  Madoff
trustee Irving Picard didn't give estimated sale prices in papers
filed with the bankruptcy court on June 21.

The report notes that the Securities Investor Protection Corp.
will pay the auction houses' fees.  Gross sale proceeds will be
distributed to victims of the Ponzi scheme.  Mr. Picard retained
Helen D. Lally as his art consultant shortly after the bankruptcy
liquidation began.  She advised Mr. Picard that the art market has
recovered enough to justify selling the items this year.

The report relates that fees to be paid to the auction houses
weren't disclosed.  The arrangements will be presented to the
bankruptcy judge for approval on June 28.

Mr. Picard is allowed to sell Bernard Madoff's personal artwork
because his bankruptcy was consolidated with the firm's.

                      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.).

Mr. Picard has made three distributions, paying more than half of
smaller claims in full and satisfying just over 50 percent of
larger customer claims totaling more than $17 billion.


CABLEVISION SYSTEMS: S&P Affirms 'BB' CCR & Alters Outlook to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and other ratings on Bethpage, N.Y.-based cable operator
Cablevision Systems Corp.  At the same time, S&P revised the
outlook to negative from stable.

"The negative outlook reflects recent, weaker performance at
Cablevision Systems' key metropolitan New York cable operations
that has increased debt leverage to around 7x for the first
quarter of 2013, on an annualized basis," said Standard & Poor's
credit analyst Richard Siderman.  "We expect improvement in
leverage mostly from EBITDA growth, but would lower the rating by
one notch if the pace of leverage reduction during 2013 is not
sufficient, in our view, to put the company on a path toward
achieving 5x leverage in 2014.  Cable revenues (which contribute
around 90% of consolidated revenues) were down only slightly in
the first quarter of 2013 compared with the year-ago period, but
the reported cable EBITDA margin fell to 28% from 36% due to
markedly higher operating expenses.  (All cable results exclude
the Optimum West properties that we expect the company to sell
shortly and are reported as discontinued operations).  Programming
expenses were up 12% in the first quarter of 2013 and we expect
continuing, significant programming cost inflation.  Labor costs
rose materially in the first quarter of 2013 compared with the
year-ago period as a result of increased compensation for
nonexecutive employees that went into effect in May 2012.
Meaningful improvement in EBITDA and debt leverage, in our
opinion, is most likely to come from a combination of cable rate
increases and realization of operating efficiencies from the
substantial plant and system investments that were accelerated
into 2012".

"Ratings on Cablevision Systems Corp incorporate our view of a
"strong" business risk profile tempered by an "aggressive"
financial risk profile.  The business risk assessment recognizes
the good measure of revenue visibility provided by the largely
subscription-based business model of Cablevision's core cable
operations.  Cablevision's near 2.9 million video subscribers (at
March 31, 2013, and excluding Optimum West) are particularly well-
clustered in the metropolitan New York area with favorable
demographics.  Cablevision has historically been among the most
aggressive in marketing service bundles, in particular the
"triple-play" of video, high speed data, and telephone and this
has resulted in superior service penetrations, high average
revenue per video user (ARPU), and good customer retention.  For
the first quarter of 2013, the sequential annualized video
subscriber loss was under 1% and the loss for the 12-month period
was 2%; these measures compare favorably with the 3% to 5% losses
of many of company's cable peers.  Supporting Cablevision's strong
business risk profile is the cable industry's demonstrated
resilience to economic downturns reflecting, in our opinion, the
utility-like nature of many cable services," S&P added.

The company's restraint on cable subscriber rate increases along
with higher programming and employee compensation expenses have
dampened financial performance at the core cable operations,
resulting in annualized debt leverage of about 7x in the first
quarter of 2013.  S&P expects some improvement in leverage in 2013
from a combination of targeted rate increases and operating
efficiencies at the cable properties but would lower the rating by
one notch if the pace of debt reduction does not support a
trajectory toward attaining 5x leverage in 2014.  S&P believes a
return to 5x leverage would require low- to mid-single-digit
percent growth in cable revenues and an improvement to a low-30%
annualized cable segment EBITDA margin by the end of 2013.


CHEMTURA CORP: Obtains Requisite Consents for Indenture Amendments
------------------------------------------------------------------
Chemtura Corporation on June 24 disclosed that it has received,
pursuant to its previously announced cash tender offer and consent
solicitation with respect to any and all of its outstanding $455.0
million aggregate principal amount of 7.875% Senior Notes due
2018, the requisite consents to adopt proposed amendments to the
indenture governing the Notes that would eliminate substantially
all of the restrictive covenants, certain events of default and
related provisions contained therein.

The Company announced that as of 5:00 p.m., New York City time, on
June 21, 2013, tenders and consents had been delivered with
respect to $348,346,000 aggregate principal amount of Notes,
representing approximately 76.56% of the outstanding aggregate
principal amount of Notes.  In conjunction with receiving the
requisite consents, the Company, the applicable guarantors and
U.S. Bank National Association, as trustee, executed a
supplemental indenture with respect to the Indenture implementing
the Proposed Amendments.  The supplemental indenture became
effective upon execution, but the Proposed Amendments will not
become operative unless and until the Company accepts the Notes
for purchase pursuant to the terms and conditions described in the
Offer to Purchase.

The tender offer and consent solicitation are being made on the
terms and subject to the conditions set forth in the Company's
Offer to Purchase and Consent Solicitation Statement, dated
June 10, 2013.  The tender offer and consent solicitation are
subject to the satisfaction or waiver of certain conditions that
are more fully described in the Offer to Purchase, including,
among others, the consummation of a future offering of unsecured
senior debt securities by the Company, on terms and conditions
acceptable to the Company, in its sole discretion, yielding net
proceeds in an amount sufficient to fund all of its obligations
under the tender offer and consent solicitation.

Subject to the terms and conditions set forth in the Offer to
Purchase, holders who validly tendered their Notes on or prior to
the Consent Date will receive the total consideration of $1,117.50
per $1,000 principal amount of Notes accepted for purchase, which
includes a consent payment of $30.00 per $1,000 principal amount
of Notes.  The Company intends to pay the total consideration,
plus accrued and unpaid interest up to, but not including, the
date of payment, on the early settlement date, which is expected
to occur after the Consent Date but prior to the Expiration Date
(as defined below), assuming satisfaction or waiver of the
conditions to the tender offer and consent solicitation.

Holders who validly tender their Notes after the Consent Date but
on or prior to 11:59 p.m., New York City time, on July 8, 2013,
unless extended or earlier terminated by the Company in its sole
discretion (such date and time, as the same may be extended or
earlier terminated, the "Expiration Date"), will receive the
tender offer consideration of $1,087.50 per $1,000 principal
amount of Notes accepted for purchase, plus accrued and unpaid
interest up to, but not including, the date of payment, on the
final settlement date, which is expected to occur promptly
following the Expiration Date, assuming satisfaction or waiver of
the conditions to the tender offer and consent solicitation.
Holders of Notes tendered after the Consent Date will not receive
the consent payment.

In accordance with the terms of the Offer to Purchase, tenders of
Notes (including previously tendered Notes) may no longer be
validly withdrawn and consents may no longer be validly revoked,
except in the limited circumstances described in the Offer to
Purchase.

Notes that are not tendered or that are not accepted for purchase
pursuant to the tender offer will remain outstanding, and the
holders thereof will be bound by the Proposed Amendments contained
in the supplemental indenture even though they have not consented
to the Proposed Amendments.

Citigroup Global Markets Inc. is acting as the dealer manager and
solicitation agent and D.F. King & Co., Inc. is acting as the
tender agent and information agent for the tender offer and
consent solicitation.  Requests for documents may be directed to
D.F. King & Co., Inc. at (800) 829-6551 (toll-free) or (212) 269-
5550 (collect).  Questions regarding the tender offer and consent
solicitation may be directed to Citigroup Global Markets Inc. at
(800) 558-3745 (toll-free) or (212) 723-6106 (collect).

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No.
09-11233) on March 18, 2009.  The Debtors disclosed total assets
of $3.06 billion and total debts of $1.02 billion as of the
Chapter 11 filing.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel for the Debtors.  Wolfblock LLP was
the Debtors' special counsel.  The Debtors' auditors and
accountant were KPMG LLP; their investment bankers are Lazard
Freres & Co.; their strategic communications advisors were Joele
Frank, Wilkinson Brimmer Katcher; their business advisors were
Alvarez & Marsal LLC and Ray Dombrowski served as their chief
restructuring officer; and their claims and noticing agent was
Kurtzman Carson Consultants LLC.

The Official Committee of Equity Security Holders tapped
Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, as counsel.  the Official
Committee of Unsecured Creditors retained Daniel H. Golden, Esq.,
Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, as counsel.

Chemtura completed its financial restructuring and emerged from
protection under Chapter 11 in November 2010.  In connection with
the emergence, reorganized Chemtura is now listed on the New York
Stock Exchange under the ticker "CHMT".


CSD LLC: Wayne Newton Museum Owner's Plan Confirmed in Las Vegas
----------------------------------------------------------------
CSD LLC, the owner of the property that was to become a museum in
Las Vegas for memorabilia regarding singer Wayne Newton, won
confirmation of a Chapter 11 plan.

The plan calls one of the owners named Lacy Harber to make a
contribution that pays claims in full, either immediately or over
time.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CSD made a settlement with Newton.  The terms have
been kept secret, although it is known that Newton withdrew his
claims.

The Associated Press reported that the majority owner of Newton's
former Casa de Shenandoah property said that he still wants to
turn the southeast Las Vegas spread into a tourist attraction.

The AP notes that Newton and his lawyers were absent when U.S.
bankruptcy Judge Bruce Markell signed off on a sealed agreement
that leaves CSD LLC, headed by investors Lacy and Dorothy Harber,
in charge of the 40-acre property several miles southeast of the
Las Vegas Strip, the report related.

Mr. Newton, 71, his wife, Kathleen McCrone Newton, and their
family and menagerie of exotic animals moved this month to a
downsized nearby property with several homes on about 20 acres,
the report said.

The Newtons were in Louisiana on Friday, according to a family
member, where Newton was due to perform at the Cypress Bayou
Casino in Charenton, the report said.

                           About CSD LLC

Las Vegas, Nevada-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.


DETROIT, MI: Official Denies Report That City May Sell Cars
-----------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that a Detroit
official has dismissed as "lots of wild speculation" a story that
Emergency Manager Kevyn Orr is considering the sale of the city's
little-known collection of classic cars.

"There is no proposed plan to sell any asset owned by the city,"
Bill Nowling, Orr's spokesman, said in an email on Thursday.

That has not stopped heated debate over the prospect that Orr
could approve the sale of assets, including works from the Detroit
Institute of Arts, to satisfy the city's crushing debt obligations
and avoid bankruptcy, the report said.

Discussion now has shifted to the Detroit Historical Society's 62
classic cars, the report noted.  The collection ranges from a 1905
Cadillac Osceola once owned by Cadillac founder Henry Leland to a
1984 Dodge Caravan and documents the automobile's long history in
the city.

A handful of the vehicles are on display at the society's Detroit
Historical Museum or on loan to other institutions, but most sit
in climate-controlled plastic bubbles in a warehouse along the
Detroit River, the report added.


DIGERATI TECHNOLOGIES: Employs Epiq as Claims and Noticing Agent
----------------------------------------------------------------
Digerati Technologies, Inc., sought and obtained approval from the
U.S. Bankruptcy Court to employ Epiq Bankruptcy Solutions, LLC as
the official noticing agent and possible balloting agent in this
chapter 11 case.

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

Epiq, among other things, will provide these services:

   a. notifying all required parties of the filing of the chapter
      11 petition discussed herein and of the setting of the first
      meeting of creditors, pursuant to section 341(a) of the
      Bankruptcy Code;

   b. notifying all required parties of any order limiting notice
      which may be entered by the Court;

   c. filing affidavits of service for all mailings, including a
      copy of each notice, a list of persons to whom such notice
      was mailed, and the date mailed.

The Debtor has provided a $15,000 retainer to Epiq.  The Debtor
will pay the firm at these rates:

             CLAIM AND NOTICING RATES
             ------------------------

Title                                    Rates
------                                   -----
Clerical/Administrative Support        $35 to $50
Case Manager                           $60 to $95
IT/Programming                         $80 to $150
Senior Case Manager                   $100 to $140
Consultant                            $120 to $170
Senior Consultant                     $175 to $225

    SOLICITATION, BALLOTING AND TABULATIONS SERVICES
    -------------------------------------------------
Title                                    Rates
------                                   -----
Executive Vice President                  $325.00

Standard hourly rates and noticing fees apply for work done by all
other associates.

                    About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati Technologies, Inc. -- http://www.digerati-inc.com-- is a
provider of cloud communication services.  The Stafford, Texas-
based company said its principal assets are subsidiaries with
operations in Fairview, Montana; Williams County, North Dakota;
and San Antonio, Texas.  The Debtor disclosed $60 million in
assets and $62.5 million in liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Digerati is
represented by Edward L. Rothberg, Esq., at Hoover Slovacek, LLP,
in Houston.


DYNEGY HOLDINGS: Plan Effectivity Deadline Moved Thru July 15
-------------------------------------------------------------
The deadline by which operating debtors Dynegy Northeast
Generation, Inc.; Hudson Power, LLC, Dynegy Danskammer, LLC, and
Dynegy Roseton, LLC L.L.C. must fully consummate their confirmed
Plan have been further extended to July 15, 2013.

The Operating Debtors are subsidiaries of Dynegy Inc. who obtained
confirmation of their Joint Plan of Liquidation on March 15, 2013.

As reported by The Troubled Company Reporter on March 12, 2013,
the Plan, as amended, provides for (1) the full recovery Class 1
Priority Claims and Class 2 Secured Claims, (2) a 11% to 19%
recovery for holders of Class 3 Gen. Unsecured Claims, (3) a 66%
to 99% recovery for holders of Class 4 Convenience Claims, and (4)
no recovery for holders of Class 6 Equity Interests in Dynegy
Northeast. Recovery for Class 5 Lease GUC Claims is unknown.  A
copy of the latest version of the Amended Joint Liquidation Plan
is available at:

http://bankrupt.com/misc/DYNEGY_Subsidiaries'AmendedPlan_Mar08.pdf

Brian J. Lohan, Esq., James F. Conlan, Esq., Paul S. Caruso, Esq.,
Joel G. Samuels, Esq., of Sidley Austin LLP, in New York,
represent the Debtors.

                        About Dynegy

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

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

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

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

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

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


DYNEGY HOLDINGS: Progress Made by ICS in Danskammer Sale
--------------------------------------------------------
Dynegy Danskammer L.L.C. and its affiliated debtors updated the
U.S. Bankruptcy Court for the Southern District of New York on the
status of the asset sale transaction of their plant assets near
Newburgh, New York, known as the Danskammer facilities.

The Operating Debtors previously obtained bankruptcy court
authority to sell the Danskammer assets to ICS NY Holdings, LLC
for $3.5 million.

At a June 6 continued hearing, the parties identified three issues
related to the closing of the Danskammer transaction.  They are
(1) discussions with the New York State Department of
Environmental Conservation (NYSDEC) regarding Credit Support
Agreements; (2) discussions with Taxing Authorities on tax
obligations; and (3) station power issues with Central Hudson.

In an emergency motion filed in late May 2013, the Operating
Debtors sought to compel ICS to comply with the terms of the
Danskammer APA.  The Debtors asserted that they have expended
enormous efforts to close the Danskammer transaction but ICS has
refused based on its own failure to perform obligations that are
its sole responsibility to perform -- namely, delivery of
replacement Credit Support Agreements required under the APA, and
payment of its portion of property taxes from and after Jan. 1,
2013.

In response, ICS countered that it did not agree to deliver the
Replacement Credit Support without reduction.  ICS maintained that
"the parties clearly contemplated that delivery of the ICS Letter
of Credit might not be achievable by Closing and the inability of
the parties to have the NYSDEC accept a reduced or alternative
Replacement Credit Support constituted a failure of a condition
precedent to Closing  and not a default of a covenant."

In a May 25, 2013 Order, Judge Cecelia G. Morris temporarily
enjoined ICS from taking any action to terminate the Danskammer
APA prior to the Court's consideration of the Debtors' Emergency
Motion.

In the June 13 Status Report, the Debtors disclosed that:

   -- ICS has satisfactorily addressed several of the NYSDEC's
      comments and progress has been made on the determination of
      a surety amount in relation to the Credit Support
      Agreements.  However, ICS and the NYSDEC has not finally
      agreed on the surety amount;

   -- ICS and the Taxing Authorities have not reached an agreement
      on the outstanding tax obligations; and

   -- ICS has made significant progress on its station power
      issues with Central Hudson.  ICS is in discussions with the
      purchaser of the Roseton Facility regarding certain
      administrative issues related to ICS' use of station power,
      if any.

Closing of the Danskammer transaction is one of the prerequisites
for the Operating Debtors to fully consummate the confirmed
Chapter 11 Plan.

Hearing on the Debtors' Emergency Motion to Compel has been
adjourned to June 27, 2013.

Brian J. Lohan, Esq., James F. Conlan, Esq., Paul S. Caruso, Esq.,
Joel G. Samuels, Esq., of Sidley Austin LLP, in New York,
represent the Debtors.

Todd E. Duffy, Esq., of Anderson Kill & Olick, P.C., in New York;
and Jonathan Friedland, Esq. -- jfriedland@lplegal.com -- of
Levenfeld Pearlstein, LLC, in Chicago, Illinois, represent ICS NY
Holdings, LLC.

                        About Dynegy

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

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

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

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

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

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


EAST COAST BROKERS: Court Dismisses Chapter 11 Case
---------------------------------------------------
The U.S. Bankruptcy Court on June 19 issued an order granting a
motion to dismiss the chapter 11 cases of East Coast Brokers &
Packers, Inc., et al.

As reported in the Troubled Company Reporter on May 9, 2013, MLIC
Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy
Court to appoint a Chapter 11 trustee, or, in the alternative,
dismiss the Debtors' Chapter 11 cases.  According to the MLIC
entities, the Debtors, among other things had mishandled the
potential rents from employees, failed to pay taxes, failed to
maintain insurance, has inadequate security regarding the Debtors'
personal and real property, and delayed the filing of schedules
and reports required under the Bankruptcy Code.

One day before the Court's order, on June 18, East Coast Brokers
et al. filed papers with the Court seeking an extension until
July 19, 2013, of the Debtors' deadline to file a Chapter 11 plan
and disclosure statement.  According to the docket, the Chapter 11
plan and disclosure statement are initially due July 5.

Earlier in the case, the Court authorized East Coast Brokers et
al., to employ Warren Averett LLC as certified public accountants.
Warren Averett will, among other things, prepare the Debtors'
federal and state tax returns and assist in the preparation of the
Debtors' monthly operating reports.

The hourly rates of Warren Averett's personnel are:

         Partner                       $300
         Senior Manager                $225
         Manager                   $185 - $205
         Senior                    $130 - $145
         Associates                 $70 -  $80
         Supervisor                     $70

Warren Averett requires a $10,000 retainer before beginning the
services.  The retainer will be paid by Batista J. Madonia, III
also known as Batista J. Madonia, Jr., a non-debtor.

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

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel
to the Debtors.

An official committee of unsecured creditors has not been
appointed in the case.


EAST SLOPE: West Mountain Ski Resort Files Chapter 11
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the West Mountain Ski Area near Glens
Falls, New York, filed a petition for Chapter 11 protection
(Bankr. N.D.N.Y. Case No. 13-bk-11572) on June 20 in Albany, New
York.

According to the report, the facility disclosed assets of
$1.8 million and debt totaling $4.8 million, including $2.1
million in secured claims.  Zions First National Bank was
foreclosing.  Apex Capital LLC intends either to recapitalize or
buy the business, according to a court filing.  The ski area is 53
miles (88 kilometers) north of Albany.


EAST SLOPE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: East Slope Holdings, LP
          aka West Mountain Ski Area
        59 West Mountain Road
        Queensbury, NY 12804

Bankruptcy Case No.: 13-11572

Chapter 11 Petition Date: June 20, 2013

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

About the Debtor: The company owns the West Mountain Ski Area near
                  Glens Falls, New York.

Debtor's Counsel: Richard L. Weisz, Esq.
                  HODGSON RUSS LLP
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333
                  E-mail: Rweisz@hodgsonruss.com

Scheduled Assets: $1,834,800

Scheduled Liabilities: $4,837,943

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nynb13-11572.pdf

The petition was signed by Spencer K. Montgomery, director of New
Development.


EASTERN HILLS COUNTRY CLUB: Files for Chapter 11 in Dallas
----------------------------------------------------------
Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities.

According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq.
foot putting green, practice facility, and driving range.  The
golf course has been home of the Texas Womens Open since 2011.

David Harvey, as president, signed the Chapter 11 petition.


EASTMAN KODAK: Court Approves Backstop Commitment Agreement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York on
June 25 determined that the Company's Disclosure Statement
contains the information necessary to enable creditors to vote on
the Plan of Reorganization.  The Court on June 25 also approved
Eastman Kodak Company's recently announced Backstop Commitment
Agreement and Rights Offering, as well as an agreement with
leading financial institutions J.P. Morgan Chase, Barclays Bank
and Bank of America Merrill Lynch to arrange new exit financing
and post-emergence facilities of up to $895 million.

Following the June 25 approval of the Disclosure Statement, Kodak
will commence the voting process on the Plan of Reorganization as
outlined in the filings.

The cornerstone investment, effected through the backstop of the
$406 million Rights Offering, demonstrates market confidence in
post-emergence Kodak, and will significantly strengthen the
funding of Kodak's previously announced Plan of Reorganization.
The rights offering will be fully backstopped by GSO Capital
Partners, a subsidiary of The Blackstone Group, BlueMountain
Capital Management, George Karfunkel, United Equities Commodities
Company, and Contrarian Capital.

The Rights Offering, combined with the comprehensive financing
package, will enable Kodak, at emergence, to repay its secured
creditors under the current senior and junior Debtor-in-Possession
loan facilities in full, finance its exit from Chapter 11, and
strengthen its capital structure for the future.

"With the approval today of our Disclosure Statement, we look
forward to seeking creditor votes for our Plan of Reorganization.
An equity commitment from the backstop firms is a strong vote of
confidence in Kodak's Plan of Reorganization and in the work we
have undertaken during our restructuring," said Antonio M. Perez,
Kodak's Chairman and Chief Executive Officer.  "Taken together,
the combination of the rights offering and the agreement to
arrange new financing is extremely important as it enables us to
repay the secured creditors; provides the company with a strong,
stable capital structure; signals market and creditor confidence
in post-emergence Kodak; and demonstrates our ability to generate
value for our stakeholders by capitalizing on our leadership in
the large and growing markets of commercial digital printing,
packaging and functional printing."

Jason New, Senior Managing Director of The Blackstone Group and
Head of Distressed Investing for GSO Capital Partners, one of the
world's largest credit-oriented alternative asset managers said,
"GSO is excited about our strategic investment in Kodak.  We have
been impressed by Kodak's accomplishments under its restructuring,
especially the resolution of significant legacy liabilities.  We
look forward to a renewed Kodak competing successfully again with
market-leading technology and products in the commercial,
packaging and functional printing markets it serves."

                       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 completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: KPP Global Settlement Approved
---------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Eastman Kodak's motion for approving the KPP global settlement and
procedures for the assumption and assignment of certain contracts
and authorizing the Debtors' entry into agreements with respect to
the transfer of the document imaging and personalized imaging
businesses and use, license and lease of property of the estate in
connection therewith.

As previously reported, the settlement agreement provides, among
other things, for the spin-off of Eastman Kodak's personalized
imaging and document imaging businesses to KPP for cash and non-
cash consideration of $650 million. Certain proceeds will be used
to support the emergence of Eastman Kodak from Chapter 11
protection and the growth of its commercial imaging business, the
report recalled.

The agreement also settles approximately $2.8 billion of claims by
KPP against Eastman Kodak and certain of its affiliates.

                        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 completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EMERITO ESTRADA: Sec. 341 Creditors' Meeting Set for July 12
------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Emerito Estrada Rivera
Isuzu De PR Inc. on July 12, 2013, at 2:00 p.m.  The meeting will
be held at 341 Meeting Room, Ochoa Building, 500 Tanca Street,
First Floor, San Juan.

Proofs of claim are due in the case by Oct. 10, 2013.  Government
Proofs of claim are due by Dec. 9, 2013.

Emerito Estrada Rivera Isuzu De PR Inc., a car dealer in Puerto
Rico, filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case
No. 13-04608) in Old San Juan, on June 4, 2013.  Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices, serves as counsel.  The
Debtor says its sole asset is a real property is worth $16.5
million.  It has $8.68 million in liabilities, of which $8.1
million is secured.


EQUITY MEDIA: Transfer of Retro Television Network "Fraudulent"
---------------------------------------------------------------
Luken Communications LLC sought Chapter 11 bankruptcy protection
on Sunday, June 23, in U.S. Bankruptcy Court in Chattanooga,
Tenn., after its founder Henry Luken was slapped with a $47.4
million civil verdict Friday in a lawsuit involving another
bankrupt company, Equity Media Holdings Corp.

Mr. Luken was the former chairman and CEO of Equity Media.

Gwen Moritz, writing for Arkansas Business, reports that a jury in
U.S. District Judge Kristine G. Baker's court on Friday found that
the 2008 transfer of Equity's Retro Television Network to Mr.
Luken for $18.5 million "was a constructively fraudulent
transfer," as alleged by Equity's Chapter 7 bankruptcy trustee.
The jury awarded $47.4 million to the bankruptcy trustee, M. Randy
Rice, on behalf of Equity's creditors.  The complaint, filed in
December 2010, two years after Equity slid into bankruptcy,
alleges that the purchase price of $18.5 million was in stark
contrast to a valuation of $115.8 million just seven months
earlier.

According to Ms. Moritz's report, Luken Communications'
preliminary court documents indicate that Luken's business has
assets of $10 million to $50 million and liability in the same
range, with trustee Rice included among the creditors.

The report says an emergency hearing is scheduled in bankruptcy
court today, Wednesday, during which Luken Communications plans to
ask permission to pay employees the wages they were due before the
filing.

"This Chapter 11 filing was prompted by proceedings in a
bankruptcy case in Arkansas whereby a trustee in bankruptcy for
Equity Media Holdings Corporation was seeking a large judgment
relating to the purchase by Debtor [Luken Communications] of Retro
Television Network from Equity Media Holdings Corporation,"
confirms an affidavit by Luken Communication's acting president
and CEO, David Leach, according to the report.

The report relates Little Rock, Ark., attorney Allison Rantisi
Gladden, who represented Luken Communications in the Rice case,
did not immediately respond to a phone call and email seeking
comment.

Gregory H. Bevel, Esq., the Dallas lawyer who represented Rice,
the bankruptcy trustee, told Arkansas Business in an email that he
was "fairly certain" that the $47.4 million verdict, if upheld on
appeal, would be the largest fraudulent transfer jury verdict in
Arkansas history.

                         About Equity Media

Little Rock, Arizona-based Equity Media Holdings Corp. --
http://www.emdaholdings.com/-- fka Equity Broadcasting
Corporation, dba Coconut Palm Acquisition Corp. and Equity
Broadcasting Corp., operated 121 television stations including 23
full power, 38 Class A and 60 low power stations.  The Company was
founded in 1998.

The Company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. E. D. Ark. Case No. 08-17646).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, in Dallas, Texas, and James F. Dowden,
Esq., in Little Rock, Arizona, represented the Company in its
restructuring effort.  The Company listed assets of $100 million
to $500 million, and debt of $50 million to $100 million.

In June 2010, Bankruptcy Judge James G. Mixon approved Equity
Media's motion to convert its Chapter 11 case to a chapter 7
liquidation.  M. Randy Rice was named Chapter 7 bankruptcy
trustee.


FLINTKOTE COMPANY: Wants Until Nov. 30 to Propose Chapter 11 Plan
-----------------------------------------------------------------
Flintkote Company and Flinkote Mines Limited ask the Bankruptcy
Court to extend their exclusive periods to file a proposed Chapter
11 Plan until Nov. 30, 2013; and solicit acceptances for that Plan
until Jan. 31, 2014, respectively.  This is the Debtors' 25th
motion for exclusivity extensions.  The Court has granted 24 prior
extensions of the exclusive periods.

The Debtors relate that on Dec. 21, 2012, the Court entered its
memorandum opinion overruling objections to the Amended Joint Plan
of Reorganization, confirming Plan and recommending the
affirmation of confirmation and of the so-called Section 524(g)
injunction.

On Jan. 4, 2013, Imperial Tobacco Canada Limited and certain of
its wholly-owned subsidiaries, including Genstar Corporation,
("ITCAN") filed a notice of appeal from the confirmation opinion
and the confirmation order, and the appeal is pending before the
District Court.  ITCAN and the Plan Proponents have each submitted
all of their briefs, and the District Court has scheduled a
hearing on July 31, to consider oral arguments concerning the
appeal.

According to the Debtors, the Plan Proponents' cooperative efforts
to confirm a consensual plan will be protected by extending the
exclusive periods.  The Plan represents extensive negotiations
between the Plan Proponents and their cooperative efforts to
formulate a consensual plan of reorganization that successfully
rehabilitates Flintkote and maximizes the pool of assets available
to creditors.

The Official Committee of Asbestos Personal Injury Claimants and
the legal representative of future asbestos claimants support the
relief sought.

A July 1, 2013, hearing at 9 a.m. has been set.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.

The Debtors' Chapter 11 cases have been re-assigned to Judge Mary
F. Walrath in line with the recent retirement of former Bankruptcy
Judge Judith Fiztgerald.


FRIENDSHIP DAIRIES: Agstar Opposes Extension of Solicitation Pd.
----------------------------------------------------------------
AgStar Financial Service, FLCA, the duly appointment and acting
loan servicer and power of attorney for McFinney Agrifinance, LLC,
objects to Friendship Dairies' Third Motion to Extend Exclusivity
Period.  Agstar asserts that the Debtor's request should be denied
so that the case can promptly convert to a Chapter 7.

As reported in the June 20, 2013 edition of The Troubled Company
Reporter, the Debtor asked the Bankruptcy Court to extend, for the
third time, its exclusive period to solicit acceptances for the
proposed Chapter 11 Plan until July 31, 2013.

Agristar complains that the Debtor has consistently failed to meet
its prior self-imposed deadlines to support its prior motions to
extent the exclusivity period and has failed to meet deadlines in
the case.  "At this juncture, it is in the best interest of the
estate for creditors to submit and gain confirmation of a creditor
plan, including a plan of orderly liquidation," Agristar says.

A hearing for July 11, 2013, at 1:30 p.m. has been scheduled for
the Debtor's request.

John O'Brien, Esq. -- jobrien@swlaw.com -- and Brian P. Gaffney,
Esq. -- bgaffney@swlaw.com -- of Snell & Wilmer LLP, in Denver,
Colorado, represent Agstar.

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor operates a dairy near Hereford, Deaf Smith County, Texas.
The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRIENDSHIP DAIRIES: Court Won't Reconsider Cash Collateral Order
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
denied Agstar Financial Services' Motion to reconsider or stay
order authorizing use of cash collateral.

By a previous order, the Court had authorized the Debtor to spend
up to $325,000 of casualty insurance proceeds to complete two
water wells that had been drilled prior to commencing bankruptcy
proceedings.  Agstar sought reconsideration of that ruling.

The Court is of the impression that the Motion is moot.  The
Debtor has completed the two water wells as previously authorized
by the Court.  In doing so, the Debtor spent less than the Cout
authorized.

Furthermore, the Court stands by its prior ruling that the
completion of the wells has enhanced the value of AgStar's
collateral.

At the hearing, Bennett White, Esq., appeared on behalf of the
debtor, John O'Briaen, Esq., appeared on behalf of AgStar and Brad
O'Dell appeared on behalf of the Unsecured Creditors' Committee.

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor operates a dairy near Hereford, Deaf Smith County, Texas.
The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


HAMPTON LAKE: Court OKs Clawson & Staubes as Committee Attorney
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
approved the application of Official Committee of Unsecured
Creditors of Hampton Lake, LLC to retain J. Ronald Jones, Jr.,
Esq., of Clawson And Staubes, LLC, as attorney.

As reported by The Troubled Company Reporter on June 18, 2013, Mr.
Jones will, among other things, assist the Committee's
investigation of the acts, conduct, assets, liabilities and
financial condition of the Debtor, the operation of the Debtor's
business and the desirability of the continuance of the business,
and any other matter relevant to the case or to the formulation of
the plan.  Mr. Jones' hourly rate for services to be rendered is
$350.  Other Clawson professionals expected to render their
services to the Debtor have hourly rates that range from $200 to
$275.

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

As reported by the Troubled Company Reporter on May 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HERCULES OFFSHORE: S&P Rates $400MM Sr. Unsec. Notes Due 2021 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating (the same as the corporate credit rating) and '4'
recovery rating to Hercules Offshore Inc.'s $400 million senior
unsecured notes due 2021.  The recovery rating indicates S&P's
expectation of average recovery (30% to 50%) in the event of
default.

Hercules plans to issue $400 million of new unsecured notes.  The
company will use the note proceeds primarily to pay for the
acquisition of the remaining shares of Discovery Offshore and to
make final delivery payments for Discovery Offshore's two newbuild
jack-up rigs.  Concurrently, Hercules is also amending its
revolver to increase the size from $75 million to $150 million and
extend the maturity to 2018.

S&P's ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry.  The ratings also
incorporate S&P's expectation that operating performance will
likely improve during the next year due to strong day rates in the
U.S. Gulf of Mexico and international offshore segment for its
jack-up rigs.  The ratings also incorporate the company's high
degree of financial leverage presently, which is expected to
decline over the next year.

RATING LIST

Hercules Offshore Inc.
Corporate credit rating                         B/Stable/--

New Ratings
  $400 million sr unsecd notes due 2021          B
   Recovery rating                               4


HOSTESS BRANDS: Twinkies Set to Hit U.S. Shelves Again in July
--------------------------------------------------------------
Daniel Kruger, writing for Bloomberg News, reported that Hostess
Brands LLC, the bakery company emerging from a second bankruptcy
proceeding in four years, is preparing to resume selling its
iconic snack cake, the Twinkie, nationwide in the U.S. on July 15.
The company, which filed for bankruptcy in January 2012 less than
three years after emerging from a first filing, plans to revive
its complete line of snack cakes, according to Hannah Arnold, a
company spokeswoman.

According to the report, Hostess is owned by Apollo Global
Management LLC and C. Dean Metropoulos & Co., whose combined offer
of as much as $410 million for company's snack-cake enterprise was
the only one submitted during the bankruptcy process in March. The
spongy yellow cakes went out of production, prompting bidding wars
for boxes on auction sites like EBay.

Other Hostess products include CupCakes, Ding Dongs and Ho Hos,
the report noted.

Hostess, founded in 1930, liquidated its brands, recipes, plants
and other assets after failing to reach an agreement with striking
bakers on concessions to help the company emerge from its second
bankruptcy, the report related.

The company emerged from an earlier bankruptcy in 2009 under the
control of the buyout firm Ripplewood Holdings LLC and lenders,
the report said. The company, previously known as Interstate
Bakeries Corp., changed its name to Hostess Brands in October of
that year.

                      About Hostess Brands

Hostess Brands Inc. -- 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 -- sought 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.  Founded in 1930, the Irving, Texas-based company operated
36 bakeries, 565 distribution centers and 570 outlets in 49 states
at the time of the filing.  It disclosed assets of $982 million
and liabilities of $1.43 billion as of the petition date.

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 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, represent 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 2012 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.

Hostess received court approval for sales raising about $800
million. Apollo Global Management LLC and C. Dean Metropoulos &
Co. bought the snack cake business for $410 million. Flowers Foods
Inc. took most of the bread business, including the Wonder bread
brand for $360 million.  Neither of the sales attracted
competitive bidding.  After an auction with competitive bidding,
Mexican baker Grupo Bimbo SAB was given a green light to buy the
Beefsteak rye bread business for $31.9 million.


IGPS COMPANY: Sec. 341(a) Meeting of Creditors Set for July 10
--------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will hold a
meeting of creditors of iGPS Company LLC pursuant to Section
341(a) of the Bankruptcy Code on July 10, 2013, at 1:00 p.m.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court for the District of Delaware.

                         About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.


INSPIRATION BIOPHARMACEUTICALS: Needs 1 More Month for Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Inspiration Biopharmaceuticals Inc., which completed
sales of the assets in February and March, will have a hearing in
bankruptcy court June 26 for a one-month expansion of the
exclusive right to propose a Chapter 11 plan.

According to the report, the company said the complexity of
purchase price allocations issues and tax problems are delaying
the filing of a plan.  In February Cangene Corp. paid $5.9 million
cash and additional payments that could total another $50 million
for a drug used in the treatment of hemophilia B.  In March Baxter
International Inc. completed the purchase of the principal product
under a contract that might end up being worth as much as $700
million.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy, Esq., at Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INTERSTATE BAKERIES: Rehearing Granted in Trademark Case
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that all the judges on the U.S. Circuit Court of Appeals
in St. Louis will take another look at the question of whether
trademark licenses can be terminated in bankruptcy.

The report recounts that in September a three-judge panel on the
Eighth Circuit disagreed with a sister circuit court in
Philadelphia and ruled that a license to uses a trademark is an
executory contract which can be terminated using the rejection
process.  The September opinion didn't mention a July opinion from
the appeals court in Chicago taking a different approach to
trademark licenses in bankruptcy.

The report relates that the St. Louis appeals court case involved
the first bankruptcy reorganization of Interstate Brands Corp.,
renamed Hostess Brands Inc.  In the first bankruptcy, the
bankruptcy court decided that a trademark license was an executory
contract and allowed the company to reject the license, depriving
the buyer of the right to use the trademark.  The district court
affirmed.  On appeal, the Eighth Circuit affirmed in a 2-1
opinion.  The losing side made a motion for rehearing before all
actives judges in the circuit.

According to the report, the rehearing motion was granted last
week.  Oral argument before all circuit judges will take place
Sept. 26.  The appeal involves part of IBC's baking business sold
to another baker years before the first bankruptcy.

The report explains there was a trademark license agreement
accompanying the asset purchase agreement.  The license agreement
gave the buyer a perpetual royalty-free use of specified
trademarks in specified territory.  The majority opinion by
Circuit Judge Kermit E. Bye concluded that the license agreement
was an executory contract that IBC could reject.  Circuit Judge
Steven M. Colloton dissented.  Writing for the majority, Judge Bye
declined to follow an opinion from June 2010 where the Third
Circuit in Philadelphia decided on similar facts that a license
agreement wasn't an executory contract and couldn't be rejected.

The report relays that Judge Bye saw the Third Circuit case as
involving different facts.  In dissent, Colloton said that the
transfer of the license was merely part of a larger sale of assets
where IBC, the seller, had virtually no obligations remaining.

The report notes that neither the majority nor the dissent
discussed a decision in June 2012 written by Circuit Judge Frank
Easterbrook in Chicago in a case involving the bankruptcy of
Sunbeam Products Inc.  Even if a trademark license was executory,
Easterbrook said that rejection wouldn't prevent the buyer from
continuing to use the mark.

The 8th Circuit case is Lewis Brothers Bakeries Inc. v. Interstate
Bakeries Corp. (In re Interstate Bakeries Corp.), 11-1850, 8th
U.S. Circuit Court of Appeals (St. Louis).

                     About Interstate Bakeries

Interstate Bakeries Corporation was a wholesale baker and
distributor of fresh-baked bread and sweet goods, under various
national brand names, including Wonder(R), Baker's Inn(R),
Merita(R), Hostess(R) and Drake's(R).

Interstate Bakeries and eight of its subsidiaries and affiliates
filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo.
Case No. 04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they disclosed $1,626,425,000
in total assets and $1,321,713,000 (excluding the $100,000,000
issue of 6% senior subordinated convertible notes due Aug. 15,
2014) in total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On Dec. 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed Oct. 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Interstate Bakeries emerged from Chapter 11 on Feb. 3, 2009.
Upon emergence, the Company moved its headquarters from Kansas
City, Missouri, to Dallas, Texas and changed the name to Hostess
Brands Inc.  A Creditors Trust was established under terms of the
Debtors' confirmed Chapter 11 Plan.  U.S. Bank National
Association was appointed as Trustee.

Hostess Brands Inc. sought 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.   Now named Old HB
Inc., the Debtor is liquidating the assets.

Hostess received court approval for sales raising about
$800 million. Apollo Global Management LLC and C. Dean Metropoulos
& Co. bought the snack cake business for $410 million. Flowers
Foods Inc. took most of the bread business, including the Wonder
bread brand for $360 million.  Neither of the sales attracted
competitive bidding.  After an auction with competitive bidding,
Mexican baker Grupo Bimbo SAB was given a green light to buy the
Beefsteak rye bread business for $31.9 million.


K-V PHARMACEUTICAL: Sixth Amended Plan Filed
--------------------------------------------
BankruptcyData reported that K-V Pharmaceutical filed with the
U.S. Bankruptcy Court a Sixth Amended Joint Chapter 11 Plan of
Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "The overall purpose of the
Plan is to provide for the restructuring of the Debtors'
liabilities in a manner designed to maximize recovery to
stakeholders and to enhance the financial viability of the
Reorganized Debtors. The Plan reflects an agreement and compromise
(the 'Global Settlement') among the Debtors, the Creditors'
Committee, the holders of at least 75% in dollar amount of the
Class 3 Senior Secured Notes Claims, and the holders of
approximately 97% in dollar amount of Class 6 Convertible
Subordinated Notes Claims. Under this agreement and compromise:
(a) each holder of an Allowed Senior Secured Notes Claim will
receive its pro rata share of a Cash distribution in the amount of
(i) $231,409,850 (i.e., the total amount of Senior Secured Notes
Claims for prepetition principal and interest owing under the
Senior Secured Notes less unamortized original issue discount);
plus (ii) the amount of any postpetition interest and accreted
original issue discount amount determined by the Bankruptcy Court
to be owed to the holders of Senior Secured Notes under the
subordination provisions of the Convertible Subordinated Notes
Indenture (b) the Debtors' existing indebtedness under the DIP
Credit Agreement will be paid in full in Cash; (c) the Debtors'
existing indebtedness in respect of Convertible Subordinated Notes
Claims will be cancelled and exchanged for 7% of the New Common
Stock of Reorganized KV; and (d) each holder of an Allowed General
Unsecured Claim against any Debtor shall receive Cash in an amount
equal its Pro Rata Share of $10,250,000," the report related,
citing court documents.

                    About K-V Pharmaceutical

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

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KELLY RUTHERFORD: Actress Files for Chapter 7 Amid Custody Battle
-----------------------------------------------------------------
CBS News reported that actress Kelly Rutherford has filed for
bankruptcy in the wake of a public custody battle with her ex-
husband Daniel Giersch.

According to the report, TMZ first reported the news after
obtaining documents that show Rutherford, who has paid roughly
$1.5 million in legal fees, filed Chapter 7 in U.S. Bankruptcy
Court in California last month. In the documents, the former
"Gossip Girl" star said she has $2 million worth of debt, with a
current monthly income of $1,279.33.

Rutherford had been earning about $468,000 while working on the
CW's "Gossip Girl," which had its series finale last fall, the
report related.

In August 2012, a Los Angeles judge ruled that the former couple's
children, Hermes, 6, and Helena, 4, would live with Giersch in
France, the report added. The German businessman has been barred
from traveling to the U.S. because of a revoked visa. He now calls
France home, so Rutherford has had to travel frequently to see her
children because Giersch can't enter the U.S.

The report further related that during an emotional visit to "The
View" last September, Rutherford opened up about a recent visit
with her children: "It's just been crazy. My little girl said 'I
want to come home, Mama, I want to come back to New York.' My son,
who's kind of been brainwashed that where he is is so much better,
always says, 'Mama, I love you so much. You're in my heart.'"

Rutherford and Giersch wed in 2006 and split two years later, the
report added.


KIDSPEACE CORP: Sec. 341(a) Meeting of Creditors Set for July 11
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will hold a
meeting of creditors of KidsPeace Corporation and its debtor
affiliates pursuant to Section 341(a) of the Bankruptcy Code on
July 11, 2013, at 2:00 p.m., at 833 Chestnut Street, Suite 501, in
Philadelphia, Pennsylvania.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court for the District of Eastern
District of Pennsylvania.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with 8 affiliates,
tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper
LLP as financial advisor, and Rust Omni as claims and notice
agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

Since March of 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by:

         PARKER, HUDSON, RAINER & DOBBS LLP
         James S. Rankin, Jr., Esq.
         1500 Marquis Two Tower
         285 Peachtree Center Avenue NE
         Atlanta, GA 30303
         Phone: (404) 420-5560
         E-mail: jrankin@phrd.com

                - and -

         WEIR & PARTNERS LLP
         Walter Weir, Jr., Esq.
         Fifth Floor, The Widener Building
         One South Penn Square
         Philadelphia, PA 19107-3519
         Phone: (215) 241-7721
         E-mail: wweir@weirpartners.com


KIMBER RESOURCES: Gets NYSE MKT Listing Non-Compliance Notice
-------------------------------------------------------------
Kimber Resources Inc. on June 25 disclosed that it has received a
letter from the staff of the NYSE MKT LLC notifying the Company
that it is not in compliance with the continued listing
requirements set forth in Part 10 of the NYSE MKT Company Guide.

The Exchange has given Kimber until July 19, 2013 to submit a plan
outlining how it intends to bring itself into compliance with
these requirements, and to complete a reverse stock split to
increase its share price.  Instead, Kimber has decided to submit
written notice to the Exchange of its intention to voluntarily
delist its common shares from the Exchange.  Kimber further
intends to file a Form 25 with the Securities Exchange Commission
to complete the voluntary delisting of its common shares from the
Exchange, which will become effective 10 days after the filing
date.

Kimber decided to take this action after concluding that the
disadvantages of maintaining its listing on the Exchange outweigh
the benefits to Kimber and its shareholders.  Among the factors
considered were the continued downward pressure on the trading
price of Kimber's stock on the Exchange which the Company believes
is a result of market manipulation in the United States; the
ongoing costs and expenses, both, direct and indirect, associated
with having Kimber's common stock listed on the Exchange; the
costs and expenses of preparing the requested compliance plan; and
the potential ineffectiveness of a reverse stock split to increase
Kimber's share price in light of the continued unusual trading
activity in Kimber's stock in the United States.

As detailed in Kimber's news release of May 7, 2013, during the
past two years, Kimber's management has identified repeated
instances of unusual trading activity in Kimber's securities which
management believes involves naked short selling of the Company's
common stock on the Exchange as part of a market manipulation
scheme.  The Company has seen high volume selling at the beginning
or end of the day on repeated occasions, though regulatory filings
from the Company's significant shareholders have not shown
substantial changes in their ownership of Kimber's common stock
over the two year period.  In addition, SEC Rule 201 has been
triggered 35 times since March 2011 with the rule often being in
effect for multiple days at time.  These periods include a large
number of trading days in March and April 2013.  Kimber has
repeatedly alerted the NYSE MKT, FINRA, IIROC, the British
Columbia Securities Commission and the Securities and Exchange
Commission to this continued unusual trading.

Kimber's common stock will continue to be listed and traded on the
Toronto Stock Exchange.  Kimber does not believe that its
shareholders in the United States will be materially prejudiced by
a voluntary delisting from the Exchange since its U.S.
shareholders will continue to be able to trade the common shares
through the facilities of the TSX.

                           About Kimber

Headquartered in Vancouver, Canada, Kimber --
http://www.kimberresources.com-- owns mineral concessions
covering in excess of 39,000 hectares in the prospective Sierra
Madre gold-silver belt, including the Monterde property, where
three gold-silver mineral resources have already been defined.
The most advanced of these, the Carmen deposit, has been
extensively drilled and has undergone detailed geologic modeling.
The completion of the Updated Preliminary Economic Assessment for
Monterde in 2011 represented a significant step forward for Kimber
and supported further evaluation and more advanced economic
studies at the Monterde deposits, with the 2012 Updated Mineral
Resource Estimate Technical Report for the Carmen deposit
representing a component of those activities.


LENNY DYKSTRA: Released After Serving Bankruptcy Fraud Sentence
---------------------------------------------------------------
The Associated Press reported that former All-Star outfielder
Lenny Dykstra has been released from a California prison after
serving time for bankruptcy fraud.

According to the report, Dykstra, 50, who had a 12-year career
with the New York Mets and Philadelphia Phillies, was freed,
according to federal Bureau of Prisons records, but no other
details were available. A message left for his attorney
Christopher Dybwad was not immediately returned Friday.

The report related that Dykstra was sentenced in December to 6-1/2
months in prison for hiding baseball gloves and other heirlooms
from his playing days that were supposed to be part of his
bankruptcy filing. He already had served seven months in custody
awaiting sentencing.

The prison term ran concurrently with a three-year sentence for
pleading no contest to grand theft auto and providing a false
financial statement, the report added.

Dykstra, who bought a mansion once owned by hockey star Wayne
Gretzky, filed for bankruptcy four years ago, claiming he owed
more than $31 million and had only $50,000 in assets, the report
recalled.

                        About Lenny Dykstra

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

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

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


LIBERTY MEDICAL: Cash No Longer "Cash Collateral"
-------------------------------------------------
The Bankruptcy Court has entered an order terminating the final
cash collateral order issued in the Chapter 11 cases of ATLS
Acquisition LLC and its affiliated debtors, saying the Debtors'
cash is no longer "cash collateral".  The major parties in the
case have agreed though to continue certain cash reporting
requirements and funding of the professional fee account,
according to papers filed in Court on May 22.

The Court in April entered an order approving a settlement between
the Debtors and Alere, Inc. and Arriva Medical, LLC, that, among
other things, allowed a secured claim in favor of Alere.  The
secured claim was satisfied in full on April 26 and therefore
Alere's liens on the Debtors' assets have been released.

The Debtors agree to continue providing the statutory creditors
committee with cash flow and budget reports.  The Debtors will
also make weekly deposits in an account used to pay fees and
expenses for retained professionals.

                     About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Affiliated entities that filed for bankruptcy are ATLS
Acquisition, LLC, FGST Investments, Inc., Polmedica Corporation,
National Diabetic Medical Supply, L.L.C., Liberty Lane Development
Company, Inc., Liberty Healthcare Group, Inc., Liberty Medical
Supply, Inc., Liberty Healthcare Pharmacy of Nevada, LLC, Liberty
Lane Condominium Association, Inc., and Liberty Marketplace, Inc.

The Debtors' cases have been assigned to Judge Peter J. Walsh.
The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP serves as restructuring advisers; Sunera LLC serves as
independent accounts; and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.

Co-Counsel to the Official Committee of Unsecured Creditors are:

          STEVENS & LEE, P.C.
          Joseph H. Huston, Jr., Esq.
          Maria Aprile Sawczuk, Esq.
          1105 N. Market Street, Suite 700
          Wilmington, DE 19801
          Tel: (302) 425-3310 / 3306
          Fax: (610) 371-7972 / 988-0838
          E-mail: jhh@stevenslee.com
                 masa@stevenslee.com

               - and -

          LOWENSTEIN SANDLER LLP
          Bruce Buechler, Esq.
          S. Jason Teele, Esq.
          Nicole Stefanelli, Esq.
          65 Livingston Avenue
          Roseland, NJ 07068
          Telephone: (973) 597-2500
          Telecopier: (973) 597-2400


LIFE UNIFORM: Hires Morgan Joseph as Investment Banker
------------------------------------------------------
Life Uniform et al. ask the Bankruptcy Court for permission to
employ Morgan Joseph TriArtisan LLC as investment banker to, among
other things, provide financial advisory services and sale
advisory services.

The Debtor were to pay (and did pay) Morgan Joseph two monthly
fees of $25,000 each.  There are no further monthly fees, and
monthly fees are credited once against sale transaction fee.

The firm will be paid a sale transaction fee at the closing of a
sale transaction. The transaction fee will be equal to: (a) 2.5
percent of the aggregate gross consideration -- AGC -- up to and
including $16.5 million of AGC plus (b) 3.5 percent of the AGC of
the sale transaction between $16.5 million and $22 million in
excess of $16.5 million plus (c) 4 percent of the AGC of the sale
transaction in excess of $22 million.

The firm received roughly $58,000 from the Debtors during the 90-
day period prior to the bankruptcy filing date.

The firm's Alex C. Fisch attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  The lead debtor estimated assets and debts of at
least $10 million.

The company has signed a deal to sell all assets to Scrubs and
Beyond, LLC for $22.625 million, absent higher and better offers
at a court-sanctioned auction in July.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq. -- brice@brownrudnick.com -- at
Brown Rudnick LLP; and Jeffrey C. Wisler, Esq. --
jwisler@connollygallagher.com -- at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors'
counsel.  Epiq Bankruptcy Solutions acts as the Debtors' claims
and noticing agent.  The Debtors' financial advisor is Capstone
Advisory Group, LLC.


LIFE UNIFORM: Hires Epiq Bankruptcy as Administrative Agent
-----------------------------------------------------------
Life Uniform asks the U.S. Bankruptcy Court for authority to
employ Epiq Bankruptcy Solutions LLC as administrative agent.

The firm, will among other things, provide these services:

   a. assisting with, among other things, solicitation, balloting,
      and tabulation and calculation of votes, as well as
      preparing any appropriate reports, as required in
      furtherance of confirmation of plan(s) of reorganization;

   b. generating an official ballot certification and testifying,
      if necessary, in support of the ballot tabulation results;
      and

   c. generating, providing, and assisting with claims objections,
      exhibits, claims reconciliation, and related matters.

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

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  The lead debtor estimated assets and debts of at
least $10 million.

The company has signed a deal to sell all assets to Scrubs and
Beyond, LLC for $22.625 million, absent higher and better offers
at a court-sanctioned auction in July.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors'
counsel.  Epiq Bankruptcy Solutions acts as the Debtors' claims
and noticing agent.  The Debtors' financial advisor is Capstone
Advisory Group, LLC.


LIFE UNIFORM: Cooley LLP and Cousins Chipman to Represent Panel
---------------------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
cases of Life Uniform et al. is being represented by:

          Jay R. Indyke, Esq.
          Cathy Hershcopf, Esq.
          Seth Van Aalten, Esq.
          COOLEY LLP
          1114 A venue of the Americas
          New York, NY 10036
          Telephone: (212) 479-6000
          Facsimile: (212) 479-6275
          E-mail: jindyke@cooley.com
                  chershcopf@cooley.com
                  svanaalten@cooley.com

               - and -

          William E. Chipman, Jr., Esq.
          Ann M. Kashishian, Esq.
          COUSINS CHIPMAN & BROWN, LLP
          1007 North Orange Street, Suite 1110
          Wilmington, DE 19801
          Telephone: (302) 295-0191
          Facsimile: (302) 295-0199
          E-mail: chipman@ccbllp.com
                  kashishian@ccbllp.com

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  The lead debtor estimated assets and debts of at
least $10 million.

The company has signed a deal to sell all assets to Scrubs and
Beyond, LLC for $22.625 million, absent higher and better offers
at a court-sanctioned auction in July.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors'
counsel.  Epiq Bankruptcy Solutions acts as the Debtors' claims
and noticing agent.  The Debtors' financial advisor is Capstone
Advisory Group, LLC.


LUKEN COMMUNICATIONS: Files Bankruptcy After $47.4MM Jury Verdict
-----------------------------------------------------------------
Luken Communications, LLC, filed a bare-bones Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 13-bk-13069) on June 23 in its home-
town in Chattanooga, Tennessee.

The Debtor estimated at least $10 million in assets and
liabilities.  The Debtor is required to submit the formal
schedules of assets and liabilities and statement of financial
affairs by July 8.  The Debtor must submit a Chapter 11 plan and
explanatory disclosure statement by Oct. 21, 2013.  Governmental
entities are required to submit proofs of claim by Dec. 20, 2013.

Luken Communications sought Chapter 11 bankruptcy protection on
Sunday, June 23, in U.S. Bankruptcy Court in Chattanooga, Tenn.,
after its founder Henry Luken was slapped with a $47.4 million
civil verdict Friday in a lawsuit involving another bankrupt
company, Equity Media Holdings Corp.

Mr. Luken was the former chairman and CEO of Equity Media.

Gwen Moritz, writing for Arkansas Business, reports that a jury in
U.S. District Judge Kristine G. Baker's court on Friday found that
the 2008 transfer of Equity's Retro Television Network to Mr.
Luken for $18.5 million "was a constructively fraudulent
transfer," as alleged by Equity's Chapter 7 bankruptcy trustee.
The jury awarded $47.4 million to the bankruptcy trustee, M. Randy
Rice, on behalf of Equity's creditors.  The complaint, filed in
December 2010, two years after Equity slid into bankruptcy,
alleges that the purchase price of $18.5 million was in stark
contrast to a valuation of $115.8 million just seven months
earlier.

The Debtor is represented by James A. Fields, Esq., at Fields &
Moss, P.C.

The report says an emergency hearing is scheduled in bankruptcy
court today, Wednesday, during which Luken Communications plans to
ask permission to pay employees the wages they were due before the
filing.

"This Chapter 11 filing was prompted by proceedings in a
bankruptcy case in Arkansas whereby a trustee in bankruptcy for
Equity Media Holdings Corporation was seeking a large judgment
relating to the purchase by Debtor [Luken Communications] of Retro
Television Network from Equity Media Holdings Corporation,"
confirms an affidavit by Luken Communication's acting president
and CEO, David Leach, according to the report.

The report relates Little Rock, Ark., attorney Allison Rantisi
Gladden, who represented Luken Communications in the Rice case,
did not immediately respond to a phone call and email seeking
comment.

Gregory H. Bevel, Esq., the Dallas lawyer who represented Rice,
the bankruptcy trustee, told Arkansas Business in an email that he
was "fairly certain" that the $47.4 million verdict, if upheld on
appeal, would be the largest fraudulent transfer jury verdict in
Arkansas history.

                         About Equity Media

Little Rock, Arizona-based Equity Media Holdings Corp. --
http://www.emdaholdings.com/-- fka Equity Broadcasting
Corporation, dba Coconut Palm Acquisition Corp. and Equity
Broadcasting Corp., operated 121 television stations including 23
full power, 38 Class A and 60 low power stations.  The Company was
founded in 1998.

The Company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. E. D. Ark. Case No. 08-17646).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, in Dallas, Texas, and James F. Dowden,
Esq., in Little Rock, Arizona, represented the Company in its
restructuring effort.  The Company listed assets of $100 million
to $500 million, and debt of $50 million to $100 million.

In June 2010, Bankruptcy Judge James G. Mixon approved Equity
Media's motion to convert its Chapter 11 case to a chapter 7
liquidation.  M. Randy Rice was named Chapter 7 bankruptcy
trustee.


MAIN STREET: Being Sold to Founder and Shareholders
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Daily Voice was given authorization from the
bankruptcy court on June 21 to sell news websites for 41
communities in Westchester County, New York, and Fairfield County,
Connecticut.  The business was sold to founder Carll Tucker and
two shareholders for $800,000, including $100,000 cash.  There
were no competing bids at auction.

                         About Main Street

Main Street Connect LLC, the owner of the Daily Voice news website
for 41 communities in Westchester County, New York, and Fairfield
County, Connecticut, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-22729).  The business disclosed assets of $395,000 and
liabilities totaling $877,000, including $550,000 in secured debt.

Daily Voice was facing a lawsuit by workers alleging violation of
the federal Fair Labor Standards Act.  The lawsuit, which is
pending, had cost $500,000 in fees and precluded raising more
financing.


MEDIA GENERAL: S&P Raises CCR to 'B' & Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Richmond, Va.-based local TV broadcaster Media General
Inc. to 'B' from 'B-'.  S&P also revised the rating outlook to
positive from stable.

At the same time, S&P raised the issue-level rating on the
company's senior secured notes to 'B' from 'B-'.  S&P's recovery
rating on this debt remains unchanged at '3', indicating its
expectation for meaningful (50% to 70%) recovery for noteholders
in the event of a payment default.

"The rating action reflects our view that the announced merger
improves the company's station profile and will result in lower
leverage and higher cash flow," said Standard & Poor's credit
analyst Jeanne Shoesmith.

S&P views Media General's business risk profile as "fair" based on
its position as a midsize broadcaster diversified by network
affiliation, along with its below average EBITDA margin compared
with peers due to a lack of duopoly markets.

S&P assess Media General's financial risk profile as "highly
leveraged" based on leverage of over 5x.  As of March 31, 2013,
the company had leverage of 7.2x and interest coverage of 1.3x
(not including the impact of the Young merger).  Pro forma for the
merger and the indicated $900 million debt refinancing, the
company had adjusted leverage of about 5x (6.5x on a trailing-
eight-quarter average basis).

The combined company will operate a portfolio of 30 TV stations,
with NBC, CBS, and ABC affiliates generating the majority of the
revenue.  The addition of the Young stations will increase the
company's footprint beyond the Southeast region of the U.S.,
although it brings a large, underperforming independent station,
KRON.  The company's advertising revenue is highly sensitive to
economic downturns and election cycles.  EBITDA can rise and drop
by as much as 25% with election cycles.  Media General's EBITDA
margin, at 29% in the 12 months ended March 31, 2013, lags its
peers'.  Despite the company's major network affiliations, its
business is subject to long-term secular trends of fragmenting
viewership and increasing audience engagement with Internet-based
entertainment.  In addition, S&P expects efforts to improve KRON's
performance will absorb management attention.  At the same time,
retransmission revenue from pay-TV providers has boosted margins
in recent years.  S&P views the sale of the company's newspapers
in 2012 as an improvement in Media General's business risk profile
given the secular risks to and lower margins of the former
newspaper operations, even though it resulted in less business
diversity.  S&P assess Media General's management and governance
as "fair."


METRO FUEL: NYCB Seeks Ch.7 Conversion, Cites Admin. Insolvency
---------------------------------------------------------------
New York Commercial Bank has filed an amended motion, seeking
conversion of Metro Fuel Oil Corp., et al.'s chapter 11 cases to
cases under chapter 7.

NYCB says that after a long, expensive and disappointing sale
process, which yielded far less than what the Debtors projected at
the outset of these cases, and which cost millions of dollars, the
Debtors' estates have been left administratively insolvent, with
no viable method of exit other than conversion to chapter 7.

According to NYCB, the Debtors' assets have been liquidated, and
the estates now essentially consist of approximately $15 million
in cash and certain potential causes of action.  All of the cash
on hand and other assets are encumbered by the liens of NYCB and
the Debtors' other secured creditors.  Indeed, even the Debtors'
previously unencumbered property and the proceeds thereof are now
NYCB's collateral by virtue of NYCB's adequate protection liens.

NYCB notes that under well-settled case law, administrative
insolvency constitutes "cause" for conversion to chapter 7.  The
estate holds no unencumbered cash.  Yet, there are more than $4.5
million of asserted Sec. 503(b)(9) claims against the Debtors'
estates, plus additional postpetition administrative expense
claims that would need to be satisfied for a plan to be confirmed
and go effective.

Attorneys for New York Commercial Bank can be reached at:

         William M. Hawkins, Esq.
         Daniel B. Besikof, Esq.
         LOEB & LOEB LLP
         345 Park Avenue
         New York, NY 10154
         Tel: (212) 407-4000
         Fax: (212) 407-4990

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for base purchase price of
$27,000,000, subject to adjustments.


METRO FUEL: Otterbourg's Cyganowski to Serve as Mediator
--------------------------------------------------------
Metro Fuel Oil Corp. et al. and Antonio Velasquez Jr. have agreed
to submit certain unresolved issues to mediation.

In December 2012, Mr. Velasquez filed a motion for relief from the
automatic stay, seeking to continue certain litigation proceedings
pending in the Eastern District of New York against certain of the
Debtors.

With the consent of the parties, the Bankruptcy Court directed the
parties to contact Melanie Cyganowski, Esq., partner at
Otterbourg, Steindler, Houston & Rosen, P.C., 230 Park Avenue, New
York, NY 10169-0075, who shall serve as the pro bono mediator in
this matter.

On or before June 28, the parties will submit a stipulation and
mediation order, which authorizes the appointment of Ms.
Cyganowksi and sets forth the terms of the mediation.

The initial mediation session will be held by July 10, 2013.

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for base purchase price of
$27,000,000, subject to adjustments.


MF GLOBAL: CFTC to Sue Corzine, Ex-Assist. Treasurer O'Brien
------------------------------------------------------------
Aaron Lucchetti, Julie Steinberg and Jamila Trindle, writing for
The Wall Street Journal's Money Beat, reports that the Commodity
Futures Trading Commission has told Edith O'Brien, a former
assistant treasurer at MF Global Holdings Ltd., that it might
bring a civil enforcement case against her, according to people
familiar with the matter.  The report notes Ms. O'Brien, a key
figure during the final days of the bankrupt securities firm,
received a warning known as a Wells notice from the CFTC
indicating she might be the target of a civil enforcement action.
That could happen as soon as this week, though there is a chance a
suit won't be filed at all, one person familiar with the case
said.

The report also relates the CFTC is preparing a civil suit against
former MF Global CEO Jon S. Corzine.  The enforcement division of
the CFTC told lawyers for Mr. Corzine that it would recommend
bringing a case against him as early as this week, according to
people familiar with the matter.

The report notes a lawyer for Ms. O'Brien and a spokesman for the
CFTC declined to comment.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was 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 also was 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.

On Oct. 31, 2011, 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), 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.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

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 Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

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.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MODERN PRECAST: Court Confirms Amended Liquidation Plan
-------------------------------------------------------
VCW Enterprises, Inc., doing business as M&W Precast, formerly
known as Modern Precast Concrete, Inc., on May 30 won confirmation
of its First Amended Plan of Liquidation that provides for (i) the
disposition of the Debtor's remaining assets; (ii) the
establishment of the Liquidating Trust; and (iii) a mechanism to
distribute the proceeds to the holders of Allowed Claims.  The
Plan also provides for payment in full of all Allowed
Administrative Claims.

Pursuant to the Plan, Steelgate Partners, LLC, is appointed as
Liquidating Trustee.  M&T Bank, also known as Manufacturers and
Traders Trust Company, as assignee of Wilmington Trust Company
and/or Wilmington Trust FSB, is given relief from the automatic
stay to take possession and liquidate its collateral, including
any collateral that is or may be delivered to the Liquidating
Trust, other than with respect to collateral subject to a non-
terminated letter of intent or asset purchase agreement relating
to one or more Ottsville Sales.

According to the approved Disclosure Statement explaining the
Plan, the Official Committee of Unsecured Creditors has reviewed
and supported the Plan.  The Plan is premised on the satisfaction
of claims through certain direct payments and the creation of a
Liquidating Trust and distribution of proceeds raised from the
sale and liquidation of the Debtor's remaining assets, claims and
causes of action.  On the Effective Date of the Plan, the Debtor
will transfer and assign to the Liquidating Trust substantially
all property and assets of the Debtor, not otherwise provided for
by direct payment(s) under the Plan.

Pursuant to the Plan, the Debtor will pay all Allowed Priority
Claims and Administrative Expense Claims that have not previously
been paid.  Holders of Secured Claims will receive the treatment
set forth in the Plan for each such holder.  All Holders of
Allowed General Unsecured Claims will receive a Pro Rata Share
distribution of the assets of the Liquidating Trust.  The Holders
of Intercompany Claims and Equity Interests will not receive any
distributions from the Liquidating Trust.

A copy of the Disclosure Statement is available for free at

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

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor; and Barry D. Kleban, Esq., and Aaron S.
Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as
attorneys.  Griffin Financial Group, LLC serves as investment
banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to OldCastle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, subject to certain adjustments.  The Debtor changed its
name to VCW Enterprises, Inc., doing business as M&W Precast,
following the sale.


MOUNTAIN COUNTRY: Dispute Over Hiring of Accountant Resolved
------------------------------------------------------------
Robert Johns, the Chapter 11 Trustee for Mountain Country
Partners, LLC, and David L. Bissett, on behalf of Judy A. Robbins,
United States for Region 4, advised the Court that they have
resolved the objections to the application to retain Hays &
Company as accountant.  The services provided by Hays & Company,
as accountant, include general bookkeeping activities.  The
services include completing weekly payroll, bank reconciliations
and general ledger reporting for a monthly rate of $775.

                    About Mountain Country

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.


ONCURE HOLDINGS: RTS's $125-Mil. Offer to Open Auction
------------------------------------------------------
Radiation Therapy Services Holdings Inc. was revealed to be the
$125 million mystery bidder for private equity-owned OnCure
Holdings Inc.

OnCure in a June 24 statement disclosed that it has entered into
an investment agreement with Radiation Therapy Services, under
which RTS has agreed to acquire OnCure for approximately $125
million, including $42.5 million in cash (plus covering certain
expenses and subject to certain working capital adjustments) and
up to $82.5 million in assumed debt.  In addition, OnCure's
secured noteholders have executed a restructuring support
agreement outlining their commitment to support the transaction
with RTS.

With the execution of the investment agreement, RTS has agreed to
be the lead bidder in a sale process to take place during the
chapter 11 cases.  If RTS's bid is successful and receives
Bankruptcy Court approval, the acquisition will be completed
through OnCure's chapter 11 plan of reorganization, which is
expected to occur prior to the end of October 2013.

Dr. Daniel Dosoretz, President and Chief Executive Officer of RTS
said, "We are pleased to have entered into an agreement with
OnCure to acquire the business.  The addition of OnCure, including
its partnerships with teams of many of the most highly respected
physicians in the industry, will broaden and deepen our ability to
provide world-class treatment to patients and offer our integrated
cancer care model in key markets across the United States.  We are
excited by the prospect of working with OnCure's physician
partners to provide technically advanced and successful cancer
treatment to their patients and plan to work with the company and
its stakeholders to conclude its reorganization and our
acquisition expeditiously.  The acquisition of OnCure would be a
significant addition to our business creating additional prospects
for growth."

                            About RTS

Radiation Therapy Services is a provider of advanced radiation
therapy and other services to cancer patients in the United States
and Latin America.  The Company offers a comprehensive range of
radiation treatment alternatives, focused on delivering academic
quality, cost-effective patient care in a personal and convenient
setting.  In total, the Company operates 131 treatment centers,
including 100 centers located in 15 U.S. states, strategically
clustered in 28 local markets.  The Company also operates 31
centers located in six countries in Latin America.  The Company
holds market leading positions in most of its domestic local
markets and abroad.

                       About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com-- is a provider of management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates delivered their voluntary
petitions for protection under Chapter 11 of the Bankruptcy Code
on June 14, 2013, to the U.S. Bankruptcy Court for the District of
Delaware.  Bradford C. Burkett signed the petition as CEO.  On the
Petition Date, the Debtors disclosed total assets of $179,327,000
and total debts of $250,379,000.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  KCC is the claims and notice agent.  Match
Point Partners LLC is providing management services to OnCure.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advised Radiation Therapy in connection with the
transaction.

On June 18, 2013, the Bankruptcy Court approved OnCure's $25
million debtor in possession credit facility on an interim basis
and other relief related to the continued operation of its
businesses.


ORCHARD SUPPLY: Proposes $3.125 Million Bonus for Execs
-------------------------------------------------------
Nathan Donato-Weinstein, writing for Silicon Valley Business
Journal, reports that Orchard Supply Hardware Stores Corp. has
asked a bankruptcy judge to approve up to $3.125 million in bonus
payments to keep top executives in their jobs while the company is
being sold off to the highest bidder.

According to the report, in court papers filed Monday, Orchard
proposes that:

     -- CEO Mark Baker would receive 40 percent of the bonus pot
        (between $860,000 and $1.25 million)

     -- CFO Chris D. Newman would receive 22.95 percent

     -- EVP of Merchandising Steven Majurin would receive 22.95
        percent
     -- General Counsel Michael Fox would take home 14.1 percent

The report notes Orchard is also seeking to pay a total of up to
$315,000 among non-executive key employees and another $200,000
for non-officer employees.

The size of the bonus pot, the report also notes, depends on the
company's final sale price.  The low end would be $2.16 million
should the company be sold for at least $200 million.  Executives
would get a pro-rated higher bonus -- up to $3.125 million --
should the company go for more.

                      About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affilitates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


PARKWAY ACQUISITION: Section 341(a) Meeting Set on July 26
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Parkway
Acquisition I, LLC, will be held on July 26, 2013, at 2:30 p.m. at
80 Broad St., 4th Floor, USTM.

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

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

                    About Parkway Acquisition

Parkway Acquisition I, LLC, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case NO. 13-12015) in Manhattan on June 17, 2013.
Robert G. Aquino, Sr., signed the petition as sole manager and
member.  Judge Shelley C. Chapman presides over the case.  The
Debtor estimated assets and debts of at least $10 million.  Kevin
J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as
counsel.

The Debtor owns the real property located at 70-35 113th Street,
Forest Hills, New York.  The property formerly housed the Parkway
Hospital but the property has essentially laid vacant since the
closure of the hospital in 2008 and the bankruptcy filing of the
hospital.


PENSACOLA BEACH: Court Approves Levin Papantonio Hiring
-------------------------------------------------------
The U.S. Bankruptcy Court approved Pensacola Beach, LLC's amended
motion to employ Mark J. Proctor and Travis P. Lepicier and the
law firm of Levin, Papantonio, Thomas, Mitchell, Rafferty and
Proctor, P.A., as attorneys for the Debtor in regard to the
British Petroleum/Deep Water Horizon Oil Spill claims.

Mr. Proctor, Mr. Lepicier and the Levin firm filed the claim,
re-filed the claim as needed, and handled the appeal, and the
Debtor was awarded $1,217, 239.38.

The award was made May 10, 2013, eight days after the filing of
the Bankruptcy Petition.  The funds were received by the Levin
Firm on May 15, 2013, less than two weeks after the filing of the
Bankruptcy Petition.  It is necessary to retain Mr. Proctor, Mr.
Lepicier and the Levin Firm to represent the Debtor so the Court
may authorize the Debtor to pay the attorney fees and costs
related to the BP Claim.

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

The Debtor will pay the attorney's fee of 20% of its recovery.

Pensacola Beach, LLC, filed a Chapter 11 petition (Bankr. N.D.
Fla. Case No. 13-30569) on May 2, 2013. The Debtor estimated
assets and debts of $10 million to $50 million.  The Law Office of
Sherry F. Chancellor serves as counsel to the Debtor.


PENSACOLA BEACH: Can Employ Sherry Chancellor as Attorney
---------------------------------------------------------
Pensacola Beach, LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Sherry F. Chancellor P.A. as attorney.

The Debtor attests that The Law Office of Sherry F. Chancellor is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The Chancellor firm will charge on an hourly basis for all worked
performed: $350 per hour for attorneys time; and $125 per hour for
legal assistant time.

Pensacola Beach, LLC, filed a Chapter 11 petition (Bankr. N.D.
Fla. Case No. 13-30569) on May 2, 2013. The Debtor estimated
assets and debts of $10 million to $50 million.  The Law Office of
Sherry F. Chancellor serves as counsel to the Debtor.


PGA FLYOVER: Had Access to BBX Cash Collateral in May
-----------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, on May 28
signed off an interim order allowing PGA Flyover Corporate Park
LLC to use the cash collateral of BBX Capital Asset Management,
LLC, until May 31, 2013.

The Cash Collateral will be used solely to pay actual operating
expenses that are listed in a budget.  BBX will receive, as
adequate protection, replacement liens and continued access to
rent accounts.

A full-text copy of the Interim Cash Collateral Order with Budget
is available for free at:

       http://bankrupt.com/misc/PGAFLYOVERcashcollord0528.pdf

The Debtor is represented by Bradley S. Shraiberg, Esq., at
Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida.

                    About PGA Flyover Corporate

PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on
April 17, 2013.  Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara
& Landau, P.A., in Boca Raton, Florida, serves as counsel to the
Debtor.  The Debtor disclosed $10 million to $50 million in assets
and liabilities.

The Debtor, owner of the mixed use development known as the PGA
Professional and Design Center in Florida, filed a liquidating
plan that would satisfy 100% of its liabilities.

PGA Flyover, an entity managed and owned by Florida developer
Daniel S. Catalfumo, says it has commenced the bankruptcy case to
resolve the wasteful scorched earth litigation tactics engaged in
by BBX Capital Asset Management, LLC, the current owner of a final
judgment of $40.9 million.

The PGA Professional and Design Center is located on the Southeast
quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens,
an attractive location with strong development potential.

An initial Chapter 11 status conference is slated for May 6, 2013
at 1:30 p.m.


PITT PENN: Ch.11 Trustee Hires CohnReznick as Financial Advisor
---------------------------------------------------------------
Norman L. Pernick, the chapter 11 trustee in the bankruptcy cases
of Pitt Penn Holding Co., Inc., et al., asks the U.S. Bankruptcy
Court for permission to employ CohnReznick LLP as his exclusive
financial advisor to perform the accounting, financial, and
forensic services.

The firm will, among other things, provide these services:

   a. obtain and/or reconstruct financial results for each of the
      Debtors for the period from inception/acquisition date
      through the present;

   b. analyze cash transactions and identify related
      transactions; determine if related were exchanged for fair
      value.

   c. gain control over bank accounts and information systems and
      implement procedures to ensure Debtors' compliance with
      policies and procedures implemented by the Trustee.

Bernard A. Katz attests his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

     Professional                            Hourly Rates
     ------------                            ------------
    Partner/Senior Partner                    $585-$800
    Managers/Seniors Managers/Directors       $435-$620
    Other Professional Staff                  $275-$410
    Paraprofessionals                           $185

The firm will also seek reimbursement for out-of-pocket expenses.

           About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


PITT PENN: Ch.11 Trustee Hires Cole Schotz as Counsel
-----------------------------------------------------
Norman L. Pernick, the chapter 11 trustee in the bankruptcy cases
of Pitt Penn Holding Co., Inc., et al., asks the U.S. Bankruptcy
Court for permission to employ Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel.

The firm's rates are:

        Professional                           Hourly Rate
        ------------                           -----------
        Members                                $350 to $785
        Special Counsel                        $365 to $410
        Associates                             $210 to $400
        Paralegals                             $165 to $245
        Litigation Support Specialist          $100 to $250

The current rates of the professionals expected to perform
significant work in this case are:

        Professional                           Hourly Rate
        ------------                           -----------
        Alan Rubin, Member                       $610
        Warren A. Usatine, Member                $595
        Wendy F. Klein, Member                   $485
        Patrick J. Reilley, Member               $430
        David S. Godl, Associate                 $265
        Saul A. Ehrenpreis, Associate            $210
        Kimberly A. Karsetter, Paragel           $200

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

           About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


PNA GROUP: To Sell Stake In Bank At Bankruptcy Auction
-------------------------------------------------------
Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports a
holding company owned by the nation's largest Polish-American
fraternal organization is the latest community-bank owner to use
the bankruptcy courts to sell its stake in its struggling banks
before regulators move to seize them.

PNA Group, Inc., headquartered in Atlanta, operates 22 steel
service centers throughout the US and manages five joint ventures.
For the 12 months ended Sept. 30, 2006, it had sales of
$1.56 billion.


POINT BLANK: SS Armor Hires McKenna Long as Special Counsel
-----------------------------------------------------------
Point Blank entities, now known as SS Body Armor I, Inc., et al.,
ask the U.S. Bankruptcy Court for permission to employ McKenna
Long & Aldridge LLP as special litigation and government
investigation counsel.

If approved by the Court, MLA will represent the Debtors in
connection with obtaining forfeiture and restitution from its
former officers, including representing the debtors in:

   (a) the forfeiture and restitution proceedings in the Eastern
       District of New York in the matters titled US. v. David H
       Brooks, et al., Cr. No. 06-550 and U.S. v. All Assets
       Listed On Schedule I Attached Hereto and All Proceeds
       Traceable Thereto, 1 0-cv-4750;

   (b) before the U.S. Attorney's Office for the Eastern District
       of New York and the Department of Justice in seeking
       approval for a global settlement of the underlying
       restitution and forfeiture claims and in remission and
       restoration procedures;

   (c) before the SEC in seeking approval of the global
       settlement; and (d) in any other matters related to the
       above-noted activities for which the Debtors seek MLA's
       services.

The applicable rates for timekeepers for the matters that MLA is
engaged to perform legal services are: $800 per hour for Nancy R.
Grunberg, $600 for Mr. Kostolampros, and $300 per hour for Mazen
Saah (specialist/paralegal).

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

MLA may be reached at:

          Nancy R. Grunberg, Esq.
          George Kostolampros, Esq.
          McKENNA LONG & ALDRIDGE LLP
          1900 K Street NW
          Washington, DC 20006
          Tel: 202-496-7524
          Fax: 202-496-7756
          E-mail: ngrunberg@mckennalong.com
                  gkostolampros@mckennalong.com

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  Epiq Bankruptcy Solutions serves as claims
and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as
co-counsel.

In October 2011, the Debtors sold substantially all assets to
Point Blank Enterprises, Inc.  The lead debtor changed its name to
SS Body Armor I, Inc. following the sale.


PROFESSIONAL MEDICAL: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Professional Medical Transport, Inc.
          dba PRO-MED
        P.O. Box 14725
        Knoxville, TN 37914

Bankruptcy Case No.: 13-32288

Chapter 11 Petition Date: June 20, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Keith L. Edmiston, Esq.
                  GRIBBLE CARPENTER & ASSOCIATES, PLLC
                  118 Parliament Drive
                  Maryville, TN 37804
                  Tel: (865) 980-7700
                  Fax: (865) 980-7717
                  E-mail: kle@gribblecarpenter.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/tneb13-32288.pdf

The petition was signed by Dan L. Henderlight, chief executive
officer.


PROMMIS HOLDINGS: EC Closing, 2 Others File Chapter 11 Petitions
----------------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reports that EC Closing
Corp. filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-_____) in Wilmington on June 25, adding more bankrupt units to
the Chapter 11 reorganization of Prommis Holdings LLC.

According to Bloomberg, EC Closing, which also uses the name Cal-
Western Foreclosure Services and Cal-Western Reconveyance Corp.,
listed assets of as much as $50 million, and debts of as much as
$100 million.  Two other units associated with Prommis also sought
court protection June 25.

Te report says Cal-Western Reconveyance Corp. is a subsidiary of
Prommis Solutions that provides foreclosure services to mortgage
servicers, investors and law firms in Alaska, Arizona, California,
Hawaii, Idaho, Nevada, Oregon, Texas, Utah and Washington,
according to Prommis's website.

                   About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel,
while Kirkland & Ellis LLP serves as co-counsel.  The Debtors'
restructuring advisor is Huron Consulting Services, LLC.  Donlin
Recano & Company, Inc., is the Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10 million and $50 million and the lead Debtor's debts between
$50 million and $100 million.  The petitions were signed by
Charles T. Piper, chief executive officer.

The U.S. Trustee for Region 3 appointed three creditors to serve
in the Official Committee of Unsecured Creditors.


QUIGLEY CO: No Supreme Court Appeal for Pfizer
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that on June 24 the U.S. Supreme Court decided not to
allow an appeal by Pfizer Inc. from an unfavorable ruling by the
federal Court of Appeals in Manhattan.

According to the report, the appeals court concluded that Pfizer
wasn't entitled to complete protection from asbestos claims under
the umbrella of the Chapter 11 case of its non-operating
subsidiary Quigley Company Inc.  At the request of the Supreme
Court, the Solicitor General told the high court that the Pfizer
case was correctly decided and recommended against granting an
appeal.

The report notes that Pfizer is the parent of Quigley, which is
waiting to learn whether the bankruptcy court will approve the
reorganization plan ending its eight-year-old bankruptcy dealing
with asbestos claims.  Upholding the district court, the appeals
court ruled that Pfizer wasn't entitled to complete protection
from asbestos claims under the umbrella of Quigley's Chapter 11
case.  The lower courts ruled there was a narrow category of
state-law claims for which the Quigley bankruptcy can't protect
parent Pfizer.

The report relates that Quigley filed its sixth-amended plan in
late June 2012, modified after the April 2012 opinion from the
appeals court.  In the latest version of the plan, Pfizer
increased its contribution to creditors' recoveries.  In
bankruptcy court, Quigley creditors concluded voting on the plan
at the end of November.  The bankruptcy judge will conduct a
status conference tomorrow, with a confirmation hearing for
approval of the plan to occur sometime later.

The report says that the plan will shed asbestos liability for
both Quigley and Pfizer.  In addition to increasing its cash
contribution, Pfizer is waiving a $95 million secured claim, a $19
million claim for financing the Chapter 11 case, and a $33 million
unsecured claim.

Pfizer's attempted appeal to the Supreme Court was Pfizer Inc. v.
Law Offices of Peter G. Angelos, 12-300, U.S. Supreme Court
(Washington).  The appeal in the circuit court was Quigley Co.
Inc. v. Law Offices of Peter G. Angelos (In re Quigley Co. Inc.),
11-2635, 2nd U.S. Circuit Court of Appeals (Manhattan).  The
appeal in district court was In re Quigley Co. Inc., 10-cv-01573,
U.S. District Court, Southern District of New York (Manhattan).

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.
The district court ruling was upheld in the appeals court.


RESIDENTIAL CAPITAL: Has Tentative Deal With Federal Reserve
------------------------------------------------------------
Andrew R. Johnson, writing for The Wall Street Journal, reports
that Ally Financial Inc.'s mortgage subsidiary, Residential
Capital LLC, has reached a tentative deal with the Federal Reserve
that will allow the lender to end a foreclosure-review program it
says is draining money from its bankruptcy estate, according to a
person familiar with the matter.  Under the deal, ResCap would set
aside at least $200 million that would be distributed to about
230,000 borrowers who were eligible for a review, this person
said.  The deal requires approval from the U.S. Bankruptcy Court.

WSJ says representatives of ResCap and the Fed did not immediately
respond to requests for comment on Tuesday.  A spokeswoman for
Ally declined to comment.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
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.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Committee Urges Approval of Plan-Support Deal
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Residential Capital LLC official creditors'
committee said in a court filing that some of the objections to
approval of a plan-support agreement are "frankly, irresponsible."

According to the report, the committee and ResCap filed papers
June 24 in advance of the June 26 hearing in bankrupt court to
approve an agreement that commits previously contending factions
to support a Chapter 11 reorganization plan.  The foundation for
the settlement is the agreement of ResCap's non-bankrupt parent
Ally Financial Inc. to pay $2.1 billion in return for releases
from lawsuits.

The report notes that the creditors' committee argued in June 24
court filing that the 14 objections to the support agreement are
misplaced because the court is not being asked to approve a
settlement.  The proposed approval order is being modified, the
committee said, to insure that all objections to the settlement
will be preserved until the plan comes up for approval at a
confirmation hearing.

The report relates that many of the objections are aimed at the
central provision where ResCap creditors would be precluded from
suing Ally.  The proposed settlement payment by Ally is $1.35
billion more than the original agreement negotiated before ResCap
filed for Chapter 11 relief in May, 2012.  ResCap dropped the
original agreement after creditor opposition.  If the court
approves the plan-support agreement, ResCap is obliged to file a
definitive reorganization plan and disclosure materials by July 3.
The plan must be implemented by Dec. 15, 2013.

Announcing the settlement precluded the public filing of the
examiner's report filed under seal on May 13.  The bankruptcy
judge will unseal the report at the latest on July 3, or earlier
when he rules on the motion to approve the plan-support
settlement.

                   Ad Hoc Noteholders' Objection

BankruptcyData reported that Residential Capital's ad hoc group of
junior secured noteholders filed with the U.S. Bankruptcy Court a
supplemental statement in connection with the Debtors' motion for
an order authorizing the Debtors to enter into and perform under a
plan support agreement with Ally Financial, the official
creditors' committee and certain consenting claimants.

The ad hoc group states, "The latest misstatement highlights an
ongoing lack of sensitivity on the part of the Debtors to
intercompany separateness. In substance, and even when corrected,
the Debtors' new disclosure indicates that adverse Debtors have
reached a definitive conclusion to waive prepetition and
postpetition claims against one another. That waiver, if approved,
would have the direct effect of cancelling the assets of certain
estates, including Court-allowed administrative expense claims,
and correspondingly cancelling the liabilities of some other
estates, including scheduled intercompany claims. In other words,
the yet to be filed plan and disclosure statement will seek to
abandon one set of Debtors' assets and correspondingly relieve
another set of Debtors' scheduled liabilities. In accordance with
existing authority in this district the Ad Hoc Group reserves all
its rights to contest whether that and other decisions are
appropriate exercises of fiduciary duties by each of the Debtors'
advisors and managers," the report related, citing court
documents.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
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.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Balks at Credit Union's $200MM in Claims
-------------------------------------------------------------
Jeff Sistrunk of BankruptcyLaw360 reported that bankrupt
Residential Capital LLC urged a New York bankruptcy court to
disallow and expunge $200 million in claims submitted by the
National Credit Union Administration over alleged residential
mortgage-backed securities fraud, saying the claims are baseless
and barred by the statute of limitations.

According to the report, ResCap said a total of 11 claims
submitted by the National Credit Union Administration in its role
as liquidating agent for Western Corporate Federal Credit Union
and U.S. Central Federal Credit Union should be dropped.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
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.

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).


RICHARD F. KLINE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Richard F. Kline, Inc.
        7700 Grove Road
        Frederick, MD 21704

Bankruptcy Case No.: 13-20626

Chapter 11 Petition Date: June 20, 2013

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Lawrence P. Block, Esq.
                  STINSON MORRISON HECKER
                  1775 Pennsylvania Ave., N.W., Suite 800
                  Washington, DC 20006
                  Tel: (202) 785-9100
                  E-mail: lblock@stinson.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 together with the petition, is available for free
at http://bankrupt.com/misc/mdb13-20626.pdf

The petition was signed by Thomas D. Kline, Jr., president.


ROCKWOOD SPECIALTIES: S&P Revises Outlook & Affirms 'BB+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Rockwood Specialties Group Inc. to positive from
stable.  S&P also affirmed all ratings on Rockwood, including the
'BB+' corporate credit rating.

"The outlook revision reflects our view that the company is likely
to strengthen its leverage credit metrics utilizing a portion of
the receipts from the sale of its ceramics business," said
Standard & Poor's credit analyst Paul Kurias.

The company has included the pay-down of debt as one likely use of
the proceeds from the sale.  S&P believes the company will have
the capability to pay down meaningful amounts of debt to more than
offset the loss of cash flow and EBITDA from the ceramics
business, but also from the titanium dioxide (TiO2) and
performance additives businesses, which S&P assumes it will divest
in 2013.  Consequently, S&P believes the company can strengthen
its leverage credit metrics on a sustainable basis.  Rockwood has
in recent times demonstrated a willingness to pay down debt--the
company paid down over $500 million of debt at its TiO2 business
earlier this year.  S&P's view is that there is potential for the
ratio of funds from operations to total debt to strengthen from
20% as of March 31, 2013.  For a one-notch upgrade S&P would
require the company to maintain a ratio of nearly 30%, in addition
to a total debt to EBITDA ratio of about 3x, given its
"satisfactory" business risk profile.

The positive outlook reflects S&P's view that the company could
potentially strengthen its credit metrics to levels consistent
with S&P's expectations for a one-notch upgrade.  S&P would raise
its corporate credit rating to 'BBB-' if the company is able to
divest its businesses as it assumes, and utilize proceeds to pay
down debt so that the ratio of funds from operations to debt
improves to nearly 30% and the ratio of debt to EBITDA is
approximately 3x.  S&P assumes that financial policy will support
such an upgrade.

S&P could revise its outlook to stable if, contrary to its
expectations, the company is unable to sell all the businesses it
currently plans to, or if it does not pay down a sufficient amount
of debt, so that credit metrics do not improve to the level S&P
requires for an upgrade, after factoring in a loss of EBITDA and
cash flow from divested businesses.


ROSELAND VILLAGE: VCB Wants Creditors' Plan Outline Tossed
----------------------------------------------------------
Virginia Commonwealth Bank has filed a joinder to the objection of
Franklin Federal Savings Bank to the Disclosure Statement
explaining the proposed Chapter 11 Plan filed by Miller and Smith
Advisory Group, LLC, for Roseland Village LLC and G.B.S. Holding,
Ltd.

Virginia Commonwealth Bank, a creditor of G.B.S. Holding,
requested that the Court deny approval of the Disclosure Statement
to the Miller and Smith Plan.

Augustus C. Epps, Jr., Esq., Michael D. Mueller, Esq., Jennifer M.
McLemore, Esq., at Christian & Barton, LLP, represent Virginia
Commonwealth Bank.

As reported in the Troubled Company Reporter on May 29, 2013, the
Bankruptcy Court will consider confirmation of competing plans
commencing on July 8, 2013, at 10 a.m.

                     Miller and Smith's Plan

Miller and Smith's plan of reorganization proposes to develop
Roseland Village as a single planned community to be funded using
a combination of third-party debt financing and equity financing.

Under the Miller Smith Plan, holders of secured claims have three
options:

   * Secured Claimant Option A: The secured creditor will be paid
     within 30 days of the Project Commencement Date an amount
     equal to 40% of its Allowed Secured Claim.

   * Secured Claimant Option B: Twenty-five percent of its Allowed
     Secured Claim will be waived on the Project Commencement Date
     and will receive no Distributions; (b) the remaining 75% of
     its Allowed Secured Claim will be paid as follows: (i) 25% of
     the Residual Secured Claim will be paid within 30 days of the
     Project Commencement Date; (ii) 75% of the Residual Secured
     Claim will be paid quarterly.

   * Secured Claimant Option C: One hundred percent of its Allowed
     Secured Claim will be paid quarterly, on a Pro Rata basis
     with all other holders of Allowed Secured Claims from funds
     deposited into the Final Development Fund.

Holders of Allowed Unsecured Claims will elect one of the
following two options:

   * Unsecured Claimant Option A: The unsecured creditor will
     receive an amount equal to 25% of the claimant's Allowed
     Unsecured Claim, without interest, within 30 days of the
     Project Commencement Date.

   * Unsecured Claimant Option B: The unsecured creditor will
     receive quarterly Pro Rata Distributions from the Final
     Development Fund after the payment in full, with interest.

After the payment in full of all Allowed Administrative Expense
Claims, all Allowed Secured and Unsecured Claims, Insider
Unsecured Claims will receive pro rata distributions, not to
exceed 100% of the Allowed Claims, with interest at the applicable
rate.  Holders of Allowed Equity Interests will retain their
Interests, but will receive no distributions under the Plan.

A full-text copy of Miller Smith's Disclosure Statement dated
April 17, 2013, is available for free at:

          http://bankrupt.com/misc/ROSELANDds0417.pdf

Counsel to Miller and Smith Advisory Group is:

          Lawrence A. Katz, Esq.
          LEACH TRAVELL BRITT PC
          8270 Greensboro Drive, Suite 700
          Tysons Corner, VA 22102
          Telephone: (703) 584-8362
          Facsimile: (703) 584-8901

                         The Debtors' Plan

As reported by the TCR on May 2, 2013, the Court approved the
disclosure statement explaining Roseland Village and G.B.S.
Holding's plan of reorganization.

The Debtors' Second Modified Plan contemplates the modification of
existing proffers that are required by the Roseland Village
approved zoning.  After final approval of the rezoning, the
Debtors will market the entire assemblage or each parcel to obtain
the highest and best price that the market will bear.  If the
Debtors cannot procure an offer that is acceptable to the secured
creditor that has a lien on a parcel during the marketing phase,
then the Debtors will convey to that creditor title to its
collateral.

A full-text copy of the Debtors' Second Amended Plan dated
March 6, 2013, is available for free at:

         http://bankrupt.com/misc/ROSELANDds0306.pdf

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case. Bruce E.
Arkema, Esq., and Kevin J. Funk, Esq., at DurretteCrump PLC, serve
as the Debtor's bankruptcy counsel.  G.B.S. disclosed $42,950,000
in assets and $38,208,142 in liabilities as of the Chapter 11
filing.  The petition was signed by George B. Sowers, Jr.,
president, who serves as G.B.S.'s designee pursuant to a court
order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


SCOOTER STORE: Gets Nod for Ch. 11 Auction in August
----------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge signed off on private equity-controlled Scooter
Store Holdings Inc.'s plan to sell itself in a Chapter 11 auction
in August, granting the Texas-based company permission to enter
into a stalking horse agreement if one were to come along.

According to the report, as of Monday, the company had not
publicly secured a bidder that would set a floor in the auction,
but the bid procedures include provisions that would set a ceiling
on the stalking horse's breakup fee at 2.5 percent of the purchase
price.

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCOOTER STORE: May Hire Epiq as Administrative Advisor
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Scooter Store Holdings, Inc., et al., to employ Epiq
Bankruptcy Solutions LLC as administrative advisor.

Epiq is expected to, among other things:

   1. assist with, among other thins, solicitation, balloting and
tabulation and calculation of votes, well as preparing any
appropriate reports, as required in furtherance of confirmation of
plan(s) or reorganization;

   2. generate an official ballot certification and testifying, if
necessary, in support of the ballot tabulation results; and

   3. gather data in conjunction with the preparation, and assist
with the preparation, of the Debtors' schedules of assets and
liabilities and statements of financial affairs.

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

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.

Robert S. Brady, Esq., Kenneth J. Enos, Esq., and Andrew L.
Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, and
Morgan, Lewis & Bockius LLP represent the Debtor.

The Official Committee of Unsecured Creditors is represented by
Scott D. Cousins, Mark D. Olivere, and Rachel S. London at Cousins
Chipman & Brown, LLP; and Cathy Hershcopf, Jeffrey L. Cohen and
Seth Van Aalten at Cooley LLP.


SCOOTER STORE: Fulbright & Jaworski OK'd to Handle 327(e) Matters
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized The Scooter Store Holdings, Inc.,
et al., to employ Fulbright & Jaworski L.L.P. as special counsel.

Fulbright will continue representing the Debtors with respect to:

   i) a pending investigation by the Department of Justice;

  ii) related government investigations, whether or not related to
any matter filed with any court of appropriate jurisdiction; and

iii) related and unrelated Medicare and Medicaid regulatory
matters, including payment disputes with third-party payers.

The Debtors relate that they have already requested authorization
to employ Morgan, Lewis & Bockius LLP and Young Conaway Stargatt &
Taylor, LLP as their general reorganization and bankruptcy
counsel.  Nevertheless, they have requested that Fulbright
continue to represent them in connection with the so-called 327(e)
Matters to ensure the continuing availability of Fulbright's
experience and expertise in handling the Debtors' particular needs
for counsel.  Fulbright will recognize that the Debtors' general
bankruptcy attorneys will take the lead in handling matters so as
to avoid any duplication of efforts.

Fulbright's billing rates for attorneys handling the 327(e)
Matters are between $645 and $795 per hour for partners and
between $250 and $435 per hour for associates.

The hourly rates for personnel working on the administrative
bankruptcy matters are:

         Partners                   $550 - $795
         Counsel                    $460 - $550
         Associates                 $250 - $550
         Paralegal                  $245 - $305

Prior to the Petition Date, the Debtors paid Fulbright $137,000
to be applied to outstanding unpaid fees and to partially fund a
retainer for additional work.  In addition, Fulbright is holding
$5,415 in unallocated funds received from the Debtors on Feb. 4,
2013.

To the best of the Debtors' knowledge, Fulbright neither holds nor
represent any interest adverse to the Debtors' estates with
respect to the matters upon which they are to be engaged.

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.

Robert S. Brady, Esq., Kenneth J. Enos, Esq., and Andrew L.
Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, and
Morgan, Lewis & Bockius LLP represent the Debtor.

The Official Committee of Unsecured Creditors is represented by
Scott D. Cousins, Mark D. Olivere, and Rachel S. London at Cousins
Chipman & Brown, LLP; and Cathy Hershcopf, Jeffrey L. Cohen and
Seth Van Aalten at Cooley LLP.


SCOOTER STORE: Morgan Lewis Approved as Bankruptcy Counsel
----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized The Scooter Store Holdings, Inc.,
et al., to employ Morgan, Lewis & Bockius LLP as counsel.

MLB will work closely with other professionals as may be retained
by the Debtors, including Young, Conaway, Stargatt & Taylor, LLP
in order to avoid any unnecessary duplication of effort.

The hourly rates of MLB's personnel are:

         Partners                     $475 - $950
         Counsel(including
           consultants, senior counsel
           and counsel)               $395 - $935
         Associates                   $235 - $625
         Legal Assistants             $155 - $355

The hourly rates of professionals working on the case are:

         Partners                     $705 - $800
         Associates                   $260 - $525

MLB has been paid a total of $490,875 on account of prepetition
services.

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

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.

Robert S. Brady, Esq., Kenneth J. Enos, Esq., and Andrew L.
Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, and
Morgan, Lewis & Bockius LLP represent the Debtor.

The Official Committee of Unsecured Creditors is represented by
Scott D. Cousins, Mark D. Olivere, and Rachel S. London at Cousins
Chipman & Brown, LLP; and Cathy Hershcopf, Jeffrey L. Cohen and
Seth Van Aalten at Cooley LLP.


SCOOTER STORE: Committee Can Hire Cooley LLP, Cousins Chipman
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Scooter Store
sought and obtained permission from the U.S. Bankruptcy Court to
retain:

    * Cooley LLP as lead counsel.

    * Cousins Chipman & Brown, LLP as Delaware counsel.

The firms can be reached at:

         Cathy Hershcopf, Esq.
         Jeffrey L. Cohen, Esq.
         Seth Van Aalten, Esq.
         COOLEY LLP
         114 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 479-6000
         Fax: (212) 479-6275
         E-mails: chershcopf@cooley.com
                  jcohen@cooley.com
                  svanaalten@cooley.com

              - and -

         Scott D. Cousins, Esq.
         Mark D. Olivere, Esq.
         Rachel S. London, Esq.
         COUSINS CHIPMAN & BROWN, LLP
         1007 North Orange Street, Suite 1110
         Wilmington, DE 19801
         Tel: (302) 295-0191
         Fax: (302) 295-0199
         E-mails: counsins@ccbllp.com
                  olivere@ccbllp.com
                  london@ccbllp.com

The committee members are:

  1. Pride Mobility Products Corporation
     Attn: Larry Marianacci
     182 Susquehanna Ave.
     Exeter, PA 18643
     Tel: 570-655-5574

  2. Shoprider Mobility Products Inc.
     Attn: David Lin
     21184 Figueroa St.
     Carson, CA 90745
     Tel: 310-328-8866
     Fax: 310-328-8185

  3. A. Eichoff & Co.
     Attn: Pat Sacony
     401 N. Michigan Ave., Ste. 400
     Chicago, IL 60611,
     Tel: 312-527-7136
     Fax: 312-527-7196

  4. Go Local LLC
     Attn: John Jordan
     10880 Benson Dr., Ste. 2300
     Overland Park, KS, 66210
     Tel: 512-779-7698
     Fax: 888-895-2499

  5. Wheels, Inc.
     Attn: Jamie Shaffer
     666 Garland Pl
     Des Plaines, IL 60016
     Tel: 847-544-4139
     Fax: 847-297-3091

A meeting of creditors under 11 U.S.C. Sec. 341(a) was slated for
June 20.

                        About Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.

The company is 66.8 percent owned by Sun Capital Partners Inc.,
owed $40 million on a third lien.  In addition to Sun's debt and
$25 million on a second lien owing to Crystal Financial LLC, there
is a $25 million first-lien revolving credit owing to CIT
Healthcare LLC as agent.  Crystal is providing $10 million in
financing for bankruptcy.


SENSUS USA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Sensus USA Inc., including the corporate credit rating
to 'B-' from 'B+'.  The outlook on the corporate credit rating is
negative.

"The downgrade reflects the company's weaker-than-expected
operating performance, which has resulted in credit measures that
are consistent with a "highly leveraged" financial risk profile,"
said Standard & Poor's credit analyst Carol Hom.  "The rating
action also reflects our expectation that the headroom under the
company's financial covenants could become limited in the coming
quarters."  Although the potential award of large new contracts
could strengthen Sensus' business prospects later this year,
continued weak operating trends and tightening financial covenants
could pressure liquidity.

In S&P's base-case credit scenario, its forecast assumes:

   -- Stabilizing revenue growth in fiscal 2014 (ending March)
      following the expected contraction during fiscal 2013;

   -- EBITDA margin in the low teens; and

   -- Capital expenditures of about 3% of revenues.

Sensus manufactures water, gas, and electricity meters and offers
related communications, networking, and software solutions.  S&P
views the business risk profile as "weak."  This stems from the
company's participation in the highly competitive metering systems
industry, its limited geographic diversity, and its high customer
concentration.  The business risk profile also reflects the
company's exposure to the utilities' discretionary capital
spending, as well as capital availability, the company's level of
market penetration, and the pace of transition to the new smart-
grid technology.  Success in this industry typically depends on a
company's breadth of product offering, product quality and
availability, customer service, customers' acceptance of new
technology, and price.

The outlook is negative.  "We could lower the rating if the
company's liquidity weakens due to increased concerns over
compliance with financial covenants, and if its credit measures do
not stabilize in the coming quarters, with the prospect of
subsequent improvement," said Ms. Hom.

Conversely, S&P could revise the outlook to stable if Sensus'
operating performance improves sufficiently to eliminate liquidity
risks arising from covenant concerns, and if its credit measures
appear on track to improve back towards 6x debt to EBITDA or less.


SHAMROCK-HOSTMARK: GE Capital's Motion to Appoint Trustee Denied
----------------------------------------------------------------
The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois denied General Electric Capital
Corporation's motion for appointment of a Chapter 11 trustee in
the case of Shamrock-Hostmark Princeton Hotel, LLC.

As reported in the Troubled Company Reporter on May 1, 2013, in
its motion for a trustee to take over management of the Debtors,
GECC said the Debtors had no reasonable prospect for confirming a
plan without GECC's support.  GECC recognized that the Debtors
would be afforded some period of time to let The Plasencia Group,
Inc. explore the market to see if a confirmable plan could be
proposed.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at Perkins
Coie LLP, in Chicago, Illinois.


SHAMROCK-HOSTMARK: July 10 Hearing on Adequacy of Plan Outline
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until July 10, 2013, at 1 p.m., the hearing to consider
adequacy of information in the Disclosure Statement explaining
Shamrock-Hostmark Princeton Hotel, LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on May 1, 2013,
according to the Disclosure Statement, the Debtors intend to
emerge from bankruptcy by restructuring their debts and ownership
through an equity commitment from the venture.  The Debtors'
interests and properties will vest 100 percent in the venture,
which will be comprised of equity investor and the fund and which
will repay lender's secured claims over seven years pursuant to
modified loan terms.

Payments to creditors will be funded from the equity contribution.

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

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at Perkins
Coie LLP, in Chicago, Illinois.


SOUND SHORE: Montefiore Raises Bid to $58.75 Million
----------------------------------------------------
Ernie Garcia, writing for Luhod.com, reports that the Montefiore
health system has added $4.75 million to its purchase offer for
Sound Shore Medical Center and Mount Vernon Hospital to speed up
the sale.  Montefiore raised its bid to $58.75 million plus
furniture and equipment as part of a request for a private sale of
the bankrupt New Rochelle and Mount Vernon hospitals, which the
Bronx-based health system would like to buy by August 2.

The report says attorneys for Montefiore and Sound Shore appeared
Tuesday morning in federal bankruptcy court and argued that a
private sale will take less time than an auction and that there
really aren't any potential buyers that Sound Shore hasn't already
considered and approached.

The report says the creditors committee's attorney supported the
private sale and Judge Robert D. Drain approved the motion.  The
report also notes Judge Drain set the court hearing to finalize
the sale for Aug. 2 and noted that any last-minute buyers could
still approach the court with a higher offer.

Sound Shore is represented by Burton S. Weston, Esq.

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.


STACY'S INC: Greenhouse Files for Sale to Metrolina
---------------------------------------------------
Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers at an auction in August.

Stacy's has 16 acres of greenhouses on three farms aggregating 260
acres in York, South Carolina.  The business employs 1,000 people
during its peak season.  The biggest customers include Home Depot,
Lowe's, Wal-Mart, Tractor Supply Company, Costco, and Harris
Teeter.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.  A copy of the schedules filed together with the petition
is available at http://bankrupt.com/misc/scb_7-13-bk-3600.pdf

The Debtor experienced financial struggles in the last few years.
The Debtor's founder, Louis O. Stacy, Jr., incurred a serious
illness.  The company also blamed bad weather during peak season,
requirements by business partners to implement computerized
inventory tracking and diminishing demand for its products due to
the recent economic downturn.

Accordingly, the Debtor considered a number of options for
reorganization and has determined that the sale of the assets in
total is the best method of maximizing benefit for its creditors
and parties in interest.

After marketing the assets to 21 potential strategic buyers, the
Debtor signed an asset purchase agreement with Metrolina
Greenhouse.  Huntersville, North Carolina-based Metrolina
Greenhouse through company MG Acquisition Inc. has agreed to pay
$17 million, subject to working capital adjustments, and pay any
and all cure amounts for any contracts to be assumed and assigned
to MG.

MG will purchase a substantial portion of the Debtor's assets,
including equipment, inventory, intellectual property, contract
rights, transferable permits, receivables, software, books and
records, claims, marketing materials, goodwill, insurance
policies.  The sale includes all of the assets of Stacy's Service
Company, LLC, which is a wholly owned non-debtor subsidiary of the
Debtor, and four pieces of real property located in York, South
Carolina, which are owned by non-debtors Farm 1, LLC; Farm 2, LLC;
Farm Investments, LLC; and Garden Center Real Estate, LLC.

The sale does not include any cash, deposits, or bankruptcy causes
of action, including potential avoidance actions pursuant to 11
U.S.C. Sections 47, 548, 549, and 550.

                          Other Offers

The Debtor will still accept other offers for the assets.  The
Debtor asks the Court to establish these bid procedures:

   * To participate in the auction, interested parties must submit
     initial bids by Aug. 16, 2013.

   * Initial bids must exceed MG's $17 million offer by $500,000
     and must include a deposit of $850,000.

   * Qualified bidders will be invited to an auction to be
     conducted on Aug. 23, 2013.

   * MG will be the stalking-horse bidder at the auction.

   * If another party acquires the Debtor's assets, MG will
     receive a break-up fee not to exceed $250,000.

The Debtor expects to close the assets sale by Aug. 31, 2013. The
funds from this sale will be used to pay Bank of the West's
outstanding loan balances and to pay the rest of Debtor's
prepetition creditors.

                      Business as Usual

"Stacy's will continue to operate as it always has, pending the
sale, throughout the process," said Tim Bindley, president of
Stacy's Greenhouses Inc., according Amanda Memrick, writing for
Gaston (N.C.) Gazette.  "The flow of quality products delivered by
Stacy's will continue during this interim time period and into the
future. The sale of Stacy's will allow the new combined company to
emerge as a very strong player in the nursery industry."


STACY'S INC: Sec. 341 Meeting Slated for July 22
------------------------------------------------
There's a meeting of creditors of Stacy's Inc. on July 22, 2013,
at 2:00 p.m. at Columbia Meeting of Creditors.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This meeting
of creditors offers the one opportunity in a bankruptcy proceeding
for creditors to question a responsible office of the Debtor under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.

Last day to oppose discharge or dischargeability is Sept. 20,
2013.  Creditors other than governmental entities are required to
submit proofs of claim by Oct. 21, 2013.  Governmental entities
have until Dec. 18, 2013 to submit claims.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A. as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.


STACY'S INC: U.S. Trustee Has Issues With First Day Motions
-----------------------------------------------------------
The United States Trustee has issues with Stacy's Inc.'s first-day
motions, which include requests to use cash collateral, pay wages
and benefits, pay a prepetition claim of a key supplier, and grant
adequate assurance to utilities.

The Debtor says that it would be forced to cease operations and
lay off over 800 current employees if access to Bank of the West's
cash collateral is not granted.  The Debtor says that it will only
be using cash collateral for a short period of time as it expects
to close the assets sale by Aug. 31.

The Debtor also seeks to pay pre-petition wages, worker's
compensation insurance premium and 401(k) contributions owed to
employees in order to avoid losing essential employees.  The
Debtor owes an estimated total of $420,607.86 in wages earned by
its employees from June 17, 2013 to the Petition Date.

The Debtor seeks to provide the Utility companies with adequate
protection by offering pre-payment for post-petition services for
every month beginning July 1, 2013.

Moreover the Debtor intends to pay its outstanding prepetition
debt to SunGro Horticultural.  SunGro prepetition provided a
specially formulated soil mixture, which is essential to the
Debtor's operations.  SunGro is now the only provider of this kind
of soil in the entire Southeast, having recently merged with its
only other competitor in this region.  SunGro, currently owed
$815,227, has indicated that it will no longer provided soil to
the Debtor unless payment is made.

"A liquidation of the Debtor's assets would provide an
insufficient amount to repay its secured and priority creditors,
leaving nothing for distribution to unsecured, nonpriority
creditors," says Timothy Brindley, president of Stacy's Inc.

Judy A. Robbins, the U.S. Trustee for Region 4, points out:

   A. In the motion to use cash collateral, the Debtor fails to,
among other things, (i) provide details regarding the "secured
guaranty of a term loan" made by Bank of the West to the revocable
trust of Louis O. Stacy, Jr. with an outstanding balance of
$4,858,324, and (ii) provide for a breakdown of projected cash
receipts between sales and accounts receivable collections.

   B. In the motion to pay employee wages and benefits, the Debtor
fails to, among other things, (i) identify which employees benefit
from the proposed 401k benefit payments, and state how long the
401k plan has been in effect.

   C. In the motion to pay the prepetition claim of SunGro, the
Debtor fails to state sufficient information to enable creditors
and parties in interest to determine if the agreement to repay a
prepetition debt of $815,000 is fair and reasonable.

   D. In the motion to provide payment to utilities, the Debtor
included non-utility executory agreements relating to data
protection and vehicle tracking devices.

The US Trustee said it is attempting to establish an official
committee of unsecured creditors in this case.  A final decision
upon the proposed payments to SunGro should be delayed until such
time as the committee can review the relief sought by the debtor.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A. as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.

STACY'S INC: Proposes to Hire Attorneys and Advisors
----------------------------------------------------
Stacy's Inc., asks for approval from the bankruptcy court to hire
Barton Law Firm, P.A, as bankruptcy counsel; Ouzts, Ouzts & Varn,
P.A. as its financial advisor; SSG Advisors, LLC, as its
investment banker, and Faulkner and Thompson, P.A., to provide
limited accounting services.

The Debtor has agreed to pay Barton at its regular hourly rates,
plus costs and expenses.  The hourly rates are:

                                  Hourly Rate
                                  -----------
   Barbara George Barton, Esq.       $400
   Christine, E. Brimm, Esq.         $275
   Adam j. Floyd, SC, Esq.           $250
   Kathy H. Handrock, Paralegal      $125

As financial advisor and accountant, Ouzts will receive $265 per
hour as compensation for its services. The firm will waive any and
all claims relating to services rendered prepetition.

SSG, as investment banker, will be paid:

     * An initial fee of $12,500
     * Monthly fees of $25,000 payable on the first of each month;

     * Upon closing of a sale, a sale fee equal to the greater of
       (a) $350,000, or (b) 3% of the total consideration,
       provided that if the sale is made to MG Acquisition without
       an auction, the sale fee will be $350,000.

Faulkner will prepare financial statements for the Debtor's fiscal
year ending June 2, 2013, as required with the asset purchase
agreement with MG Acquisition, Inc.  The Debtor has agreed to pay
the firm at the regular hourly rates:

      Staff Level             Hourly Rate
      -----------             -----------
      Partner                     $240
      Manager                     $185
      Senior                      $150
      Staff Accountant            $130
      Paraprofessional             $80

The Debtor believes that the firms do not hold or represent an
interest adverse to the Debtor and are "disinterested persons" as
that term is defined in U.S.C. Sec. 101(14).

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.


STOCKTON, CA: Mulls Tax Hike to Restore Solvency
------------------------------------------------
Jim Christie, writing for Reuters, reported that almost a year
since Stockton, California became the biggest U.S. city to file
for bankruptcy, its leaders will review a tax plan aimed at
restoring it to solvency and reducing crime in one of the 10 most
dangerous U.S. cities.

According to the report, Stockton's City Council will take up the
plan along with a budget proposal that comes after an April ruling
by U.S. Bankruptcy Judge Christopher Klein that approved letting
the city draft a plan for adjusting its debts.

The tax plan would raise Stockton's sales tax to 9 percent from
8.25 percent, the report said. Proceeds would go to hiring 120
more police officers, and for other safety programs, and to help
Stockton exit from bankruptcy, a goal the city could trumpet in
the debt-adjustment plan it will file with Klein in September.

"It's to fund what we believe will be a very satisfactory plan of
adjustment and restore public safety services, but in a very
strategic way," City Manager Bob Deis told Reuters by telephone on
Friday.

A tax plan would bolster Stockton's standing in court when it
files its debt adjustment plan, said lawyer Michael Sweet, a
municipal bankruptcy specialist at Fox Rothschild in San
Francisco, the report added.

                      About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


STORY BUILDING: Files Fourth Amended Chap. 11 Plan
--------------------------------------------------
Story Building LLC filed with the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, a fourth
amended plan of reorganization, which provides for two alternative
funding of the Plan.

Under the Plan, Gholam Ali Safari, the New Value Contributor, will
provide funds sufficient to satisfy the Debtor's obligations to
creditors by making a required deposit in the amount of
$3,899,201, in advance of the effective date of the Plan.  If the
New Value Contributor fails to timely make the required deposit,
the Debtor's assets will be sold to Boulevard Hospitality LLC, as
the stalking horse bidder, or to a qualified bidder who submits a
higher and better bid.  Proceeds of the sale will be use to
satisfy the Debtor's obligations.

General unsecured claims are impaired and will be paid either (i)
a pro rata share of quarterly installments of $1,771 and interest
accruing at the annual rate of 2.25%; or (ii) in the event of an
asset sale, cash in an amount equal to the holder's allowed claim
amount without interest.

A two-party copy of the Fourth Amended Plan dated June 6, 2013, is
available for free at:

       http://bankrupt.com/misc/STORYBLDGplan10606.pdf
       http://bankrupt.com/misc/STORYBLDGplan20606.pdf

A hearing on the confirmation of the Plan will be held on July 18,
2013, at 10:30 a.m.

Sandford L. Frey, Esq., at Creim Macias Koenig & Frey LLP, in Los
Angeles, California, for the Debtor.  H. Mark Mersel, Esq., at
Bryan Cave LLP, in Irvine, California, and Michelle McMahon, Esq.,
at Bryan Cave LLP, in New York, for Wells Fargo.

                      About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., at Creim Macias Koenig & Frey LLP, represents the
Debtor in its restructuring effort.  The Debtor disclosed
$19,421,024 in assets and $16,500,721 in liabilities as of the
Chapter 11 filing.  There was no official committee of unsecured
creditors appointed in the Debtor's case.

The Debtor has filed a plan providing for distributions to be
funded primarily from operations of the Story Building property,
and the new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.  Under the Plan, distributions will be
funded primarily from operations of the Story Building property,
and the new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.

Wells Fargo Bank NA -- as trustee for the registered holders of
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C1 -- is
represented by Michelle McMahon, Esq., at Bryan Cave LLP.


T-L BRYWOOD: Files Bankruptcy-Exit Plan
---------------------------------------
T-L Brywood LLC, et al., have submitted to the U.S. Bankruptcy
Court for the Northern District of Indiana a Joint Disclosure
Statement explaining their proposed Plan of Reorganization.

According to the Disclosure Statement, the Plan provides for full
payment of Class 1 Claim of RCG-KC Brywood, LLC, Class 2 Claim of
CT Bank, Class 6 Claim of JC Collector, and Class 7 Claim of The
Conyers Tax Collectors.

Classes 3 to 5 Claim of CT Bank will receive monthly interest
payments until the claim is paid in full.

Class 8 Claim of the Smyrna Tax Collectors will be paid in full in
cash on the Effective Date or soon as practicable thereafter.

The Plan is premised upon the deemed substantive consolidation of
the Debtors solely for purposes of implementing the Plan,
including for purposes of voting, confirmation, distributions to
creditors and administration.  On the Effective Date, and for Plan
Implementation purposes only:

   1. the assets and liabilities of each of the Debtors will be
treated as though such assets and liabilities were assets and
liabilities of a single entity;

   2. the collective cash flow of all of the Debtors maybe
utilized to pay for the operating expenses and the payments
required under the plan for all Debtors; and

   3. inter-Debtor claims as of the filing of the Chapter 11
cases, if any, are extinguished.

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

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TENET HEALTHCARE: Fitch Puts 'B' IDR on Rating Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed Tenet Healthcare Corporation's ratings,
including the 'B' Issuer Default Rating (IDR), on Rating Watch
Negative. The action follows the company's announcement that it
will acquire Vanguard Health Systems (Vanguard).  The ratings
apply to approximately $5.5 billion of debt at March 31, 2013.

Key Rating Drivers:

-- Tenet has announced that it will acquire Vanguard in an all
   cash deal for a total consideration of $4.3 billion,
   including the purchase of Vanguard's public equity for
   $1.8 billion and the assumption of $2.5 billion of Vanguard's
   outstanding debt. The transaction is expected to close near
   the end of calendar 2013.

-- Fitch expects the transaction will be entirely debt funded,
   contributing to total debt-to-EBITDA of above 5.5x for the
   combined entity at the end of 2013. Maintenance of the 'B'
   IDR will require an expectation of debt declining to at or
   below 5.0x by the close of 2014.

-- Although the targeted debt leverage is somewhat low relative
   to the 'B' IDR, the ratings are constrained by the combined
   company's weak free cash flow (FCF) and industry lagging
   profitability, coupled with poor organic operating trends in
   the for-profit hospital industry.

-- An expectation of lower leverage at the end of 2014 primarily
   relies upon organic EBITDA growth (as opposed to the
   realization of synergies or debt reduction). Potential growth
   drivers include the implementation of the Affordable Care Act
   (ACA) and the scheduled opening of in-progress capital
   expansion projects.

LAGGING FCF AND PROFITABILITY A RISK TO CONSOLIDATED CREDIT
PROFILE:

The Negative Watch primarily reflects risks inherent in the
companies' operating profiles, the most important of which is
strained FCF generation and industry-lagging profitability. On a
stand-alone basis, both companies are highly leveraged (Tenet
Match 31, 2013 total debt-to-EBITDA of 4.6x and Vanguard 5.5x),
and Fitch expects Vanguard to produce negative FCF (cash from
operations less dividends and capital expenditures) in 2013-2014.

Given the combined company's somewhat limited financial
flexibility and the high degree of operating leverage inherent in
hospital companies operating profiles, the persistently weak
growth in organic patient utilization in the for-profit hospital
sector is a concern. The implementation of the insurance expansion
elements of the Affordable Care Act (ACA) will likely provide a
boost in hospital industry volumes, but will not ameliorate the
slow rate of underlying utilization growth.

It is worth noting, however, that Vanguard's negative FCF profile
is primarily the result of capital investment in some of its
recently acquired markets. The funding of these projects will
support growth in EBITDA over the longer term. Most importantly,
some recent projects at Detroit Medical Center are scheduled to
open in early 2014, in time to coincide with the insurance
expansion elements of the ACA.

Tenet's weak, although improving, FCF generation is a legacy of
the company's industry lagging profitability and relatively high
interest rates on its debt obligations. Fitch notes that the
company has recently been successful in refinancing some of its
higher cost debt, which will contribute to better FCF generation.
However, Tenet's recently more aggressive capital deployment is a
risk to the credit profile. The company has become more aggressive
in returning cash to shareholders and management has indicated
that it will not scale back share repurchase activity on the heels
of the Vanguard acquisition.

SOLID STRATEGIC RATIONALE SUPPORTED BY HEALTHCARE REFORM:

Fitch does view the transaction as strategically compelling for
Tenet because it will enhance the geographic scope of the
company's portfolio of care delivery assets and add operational
diversification through Vanguard's health plan operations. The
strategic rationale for consolidation in the healthcare provider
industry is encouraged by reforms favoring larger, integrated
systems of care delivery, including the ACA.

Fitch believes the implementation of the insurance expansion
elements of the ACA will be a positive catalyst for EBITDA growth
for the hospital industry in 2014, primarily because of a
reduction in uninsured patient volumes and the associated burden
of bad debt expense. However, modeling the ACA's effects for a
combined Tenet/Vanguard is difficult because of uncertainties in
the assumptions of the legislation's effects on the industry.

Before the end of 2013 there will be better visibility into the
effects of the insurance expansion component of the ACA in several
areas that will affect the operation of the industry. Most
importantly, these include the decision by state governments on
whether to participate in the Medicaid expansion plan, rates
negotiated by hospital providers with respect to insurance
products to be offered in the state run health insurance
exchanges, and the effect of certain Medicare reimbursement
reductions on hospital providers.

RATING SENSITIVITIES:

Fitch expects to resolve the Rating Watch toward the end of 2013.
Maintenance of the 'B' IDR will require an expectation of debt-to-
EBITDA of below 5.0x at the end of 2014. There could be a
tolerance for higher leverage at the 'B' IDR (up to 5.5x total
debt to EBITDA) assuming an improvement in the FCF profile.

An expectation of an improving FCF profile could be supported by
more clarity on the key variables of the ACA that will influence
the hospital industry beginning in 2014, as well as evidence of
some stabilization of organic operating trends in the combined
company's largest hospital markets.

A clear plan for the achievement of operating synergies would also
be supportive of the ratings. There is operational risk inherent
in the integration of a company the size of Vanguard. While Fitch
sees the rationale for the $200 million in operating synergies
Tenet expects to achieve by the second year post the transaction,
the company does not have a recent track record of integrating
inpatient hospital acquisitions.

DEBT ISSUE RATINGS:

Fitch has placed Tenet's ratings on Negative Watch as follows:

-- IDR 'B';

-- Senior secured credit facility and senior secured notes
    'BB/RR1';

-- Senior unsecured notes 'B-/RR5'.

The effect of the transaction on the debt issue ratings is
uncertain since this will depend upon the mix of secured and
unsecured debt used to finance the transaction. Tenet's debt
agreements limit the amount of secured debt in the capital
structure to 4.0x EBITDA. On a pro forma basis assuming combined
LTM March 31, 2013 EBITDA, the total secured debt capacity would
be about $7 billion.

The Recovery Ratings (RRs) reflect Fitch's expectation that the
enterprise value of Tenet will be maximized in a restructuring
scenario (going concern), rather than a liquidation. At March 31,
2013, Fitch uses a 6.5x distressed enterprise value (EV) multiple
and stresses LTM EBITDA by 40%, considering post-restructuring
estimates for interest and rent expense and maintenance level
capital expenditure.

Based on these assumptions, Fitch estimates Tenet's distressed
enterprise valuation in restructuring to be approximately $4.8
billion. The 'BB/RR1' rating for the senior secured bank facility
and senior secured notes reflects Fitch's expectations for 100%
recovery for these creditors. The 'B-/RR5' rating on the unsecured
notes reflects Fitch's expectations for recovery of 17% of
outstanding principal.

Total debt of $5.5 billion at March 31, 2013 consisted primarily
of:

Senior unsecured notes:

-- $60 million due 2014;
-- $474 million due 2015;
-- $1,050 million due 2020;
-- $430 million due 2031.

Senior secured notes:

-- $1.041 billion due 2018;
-- $925 million due 2019;
-- $500 million due 2020;
-- $850 million due 2021.


THQ INC: July 16 Hearing on Confirmation of Liquidation Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on July 16, 2013, at 10:30 a.m., to consider the
confirmation of THQ Inc., et al.'s Plan of Liquidation.
Objections, if any, are due July 2 at 4 p.m.

The Court approved the Disclosure Statement explaining the Plan on
May 30.  Ballots accepting or rejecting the Plan are due July 2 at
5 p.m.  Ballots must be submitted to:

         THQ Ballot Processing
         c/o Kurtzman Carson Consultants LLC
         1335 Alaska Avenue
         El Segundo, CA 90245

According to the Disclosure Statement for the First Amended Plan
of Liquidation dated May 28, 2013, the Debtors' principal
operating assets have already been sold pursuant to Section 363 of
the Bankruptcy Code during the pendency of the Chapter 11 cases.
The objectives of the plan are to effect the substantive
consolidation of the Debtors and provide a mechanism for the
prompt liquidation of the causes of action and other remaining
assets of the Debtors, and distribution of the proceeds thereof to
Holders of Allowed Claims.  The Plan establishes a Litigation
Trust and a Stock Trust.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/THQ_INC_ds_1stamendedplan.pdf

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide
developer and publisher of interactive entertainment software.
The Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold 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.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Ypung Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TMT USA: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------
Debtor-affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                            Case No.
     ------                            --------
TMT USA Shipmanagement LLC             13-33740
   5005 Woodway Dr.
   Houston, TX 77056
A Whale Corporation                    13-33741
B Whale Corporation                    13-33742
C Whale Corporation                    13-33743
D Whale Corporation                    13-33744
E Whale Corporation                    13-33745
G Whale Corporation                    13-33746
H Whale Corporation                    13-33747
A Duckling Corporation                 13-33748
F Elephant Corporation                 13-33749
F Elephant Inc.                        13-33750
A Ladybug Corporation                  13-33751
C Ladybug Corporation                  13-33752
D Ladybug Corporation                  13-33754
A Handy Corporation                    13-33755
B Handy Corporation                    13-33756
C Handy Corporation                    13-33757
B Max Corporation                      13-33758
New Flagship Investment Co., Ltd.      13-33759
RoRo Line Corporation                  13-33760
Ugly Duckling Holding Corporation      13-33761
Great Elephant Corporation             13-33762
TMT Procurement Corporation            13-33763

Chapter 11 Petition Date: June 20, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Marvin Isgur

About the Debtors: Known in the industry as TMT Group, TMT USA
                   Shipmanagement LLC and its affiliates own 17
                   vessels.  Vessels range in size from
                   approximately 27,000 dead weight tons (dwt) to
                   approximately 320,000 dwt.

                   Rachel Feintzeig writing for Dow Jones' DBR
                   Small Cap reports that Taiwanese shipping
                   company TMT Group is gearing up for a fight
                   over its right to remain in bankruptcy
                   protection in the U.S.

Debtors' Counsel: William Alfred Wood, III, Esq.
                  Jason G. Cohen, Esq.
                  BRACEWELL & GIULIANI LLP
                  711 Louisiana St., Ste 2300
                  Houston, TX 77002-2781
                  Tel: 713-223-2300
                  Fax: 713-221-1212
                  E-mail: Trey.Wood@bgllp.com
                          Jason.Cohen@bgllp.com

                       - and -

                  Evan D. Flaschen, Esq.
                  BRACEWELL & GIULIANI LLP
                  Goodwyn Square
                  225 Asylum Street, Suite 2600
                  Hartford, CT 06103
                  Tel: 860-947-9000
                  Fax: 860-246-3201
                  E-mail: Evan.Flaschen@bgllp.com

                       - and -

                  Robert G. Burns, Esq.
                  BRACEWELL & GIULIANI LLP
                  1251 Avenue of Americas, 49th Floor
                  New York, NY 10020-1104
                  Tel: 212-508-6100
                  Fax: 800-404-3970
                  E-mail: Robert.Burns@bgllp.com

Total Assets: $1.52 billion

Total Liabilities: $1.46 billion in liabilities

The petitions were signed by Hsin Chi Su, President.

Estimar Marine S.A., and Mommy Management Corp. each own 50% of
TMT USA Shipmanagement's common stock.

Consolidated List of Creditors Holding the 30 Largest Unsecured
Claims:

   Entity                     Nature of Claim   Amount of Claim
   ------                     ---------------   ---------------
China Shipping Car Carrier    Charter Hire          $10,076,164
9/F, 700 DongDaMing Road,
Shanghai, China 200 080

KPI Bridge Oil                Bunker Supplier        $6,963,749
1 Raffles Place
#41-02 OUB
Centre, Singapore 048616

Transocean Oil PTE Ltd.       Bunker Supplier        $5,142,667
1 Commonwealth Lane
No. 06-01/02 Commonwealth
Singapore 149544

T.R.S. NV Europe              Agent                  $1,600,000
Ouland 37 - Haven 97
B-2030 Antwerp

Omega Bunker S.R.L.           Bunker Supplier        $1,226,362
Via Circonvallazione, 6
30171 Venezia Mestre
Italy, P.IVA IT03167830276

China Ocean Shipping Agency   Agent                  $1,222,166
COSCO Logistics Plaza,
No. 220, Balizhuangbeili Block
Chaoyang District
Beijing, China

Jurong SML PTE. Ltd.          Repair                 $1,043,534
29, Tanjong Kling Road,
Jurong Town
Singapore 628054

CTX Special Risks Limited     Insurance              $1,024,094
1/F, No.4, Alley 19
Lane 216, Sec. 4
Zhongxiao E. Road
Taipei 106, Taiwan

Scandinavian Bunkering AS     Bunker Supplier          $969,422
Ovre Langgate 50 N-3110
Tonsberg, Norway

Songa Shipping PET LTD
1 Temasek Avenue #22-05       Charter                  $837,990
Millenia Tower                Hire
Singapore, 039192
Singapore

Eiger Shipping SA             Charter                  $824,812
9, rue du Conseil General     Hire
CH 1205 - Geneva
Switzerland

Inchape Shipping Services     Agent                    $629,710
Suzuyo Hamamatsucho Building
1-16, Kidan 2-chome
Minato-ku
105-0022

Aquarius Marine & Oil         Bunker Supplier          $600,523
Limited
P.O. Box 25
26 Athol Street
Douglas, Isle Of Man
IM99, UK

Ocean Energy Ltd.             Bunker Supplier          $542,755
Trust House 112
Bonadie Street
Kingston, SaintVincent

SITC Shipping Corp.           Agent                    $517,300
Rooms 2202-2203, 22/F
Office Tower
Convention Plaza
1 Harbour Road
Wanchai
Hong Kong

Gulf Agency Company           Agent                    $489,527
P.O. Box 335
Dammam 31411, Saudi Arabia

Panavico Shanghai             Agent                    $437,944
3/f No. 13
Zhongshan Road (E.1)
Shanghai, China

Albeit Almamoor               Agent                    $406,000
General Trading
Dubai ? Al Maktum Street
Doha Center Building
flat 702

Cathay Century                Insurance                $404,630
Insurance Co.
13/F Kyoto Plaza
491-499 Lockhart Road
Causeway Bay, Hong Kong

Hull Blyth & Co.               Agent                   $401,284
10 Coldbath Square Clerkenwell
London
EC1R 5HL

COSCO Manning Corp. Inc.      Crew Company             $367,210
Floor 6, Building 3
No.170 Beiyuan Road
Chaoyang Dist.
Beijing, China

Universal Marine              Spare Parts Supplier     $333,331
Service Co.
330-110, Chunghak-Dong
Youngdo-Gu
Pusan, Korea 606-075

BP Marine                     Luboil Supplier          $306,464
Limited (Castrol)
Chertsey Road
Sunbury On Thames
Middlesex, TW16 7BP UK

AB Plant Shipping Limited     Agent                    $272,000
Colton Grange
High House Farm Lane
Colton, Norwich
Norfolk, NR9 5DG

Shipping Corporation          Charter Hire             $255,619
of India Ltd
No. 245, Madame Cama Road
Mumbai - 400 021.

North Sea Group               Bunker Supplier          $255,060
Hong Kong Ltd.
3307, 33/F, Hopewell Centre
183 Queens Road East
Wanchai
Hong Kong

Zhejiang Eastern              Repair                   $210,000
Shipyard Co., Ltd

Wilhelmsen Ships Services     Supplier                 $201,742

Vanguard Energy Pte. Ltd.     Bunker Supplier          $192,851

Xiamen Hailong                Crew Company             $169,079
Manning Service Co.
                                                    -----------
                              Total                 $37,928,348


TRANSVANTAGE SOLUTIONS: Ch. 11 Trustee Taps GMCO as Accountants
---------------------------------------------------------------
Alfred T. Giuliano, the Chapter 11 trustee for TransVantage
Solutions, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey for permission to employ Giuliano Miller & Company,
LLC as its accountants.

GMCO is expected provide, among other things:

   a. general accounting and tax advisory services to the trustee
regarding the administration of the bankruptcy estate;

   b. review of and assistance in the preparation and filing of
any tax returns, any assistance regarding existing and future IRS
examinations and any and all other tax assistance as may be
requested from time to time; and

   c. interpretation and analysis of financial materials,
including accounting, tax, statistical, financial and economic
data, regarding the Debtor and other relevant parties.

The hourly rates of GMCO's personnel are:

         Professional                           Hourly Rate
         ------------                           -----------
         Senior Partner                             $550
         Managers                                $400 - $425
         Staff                                   $245 - $350
         Paraprofessional                        $150 - $170

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

                   About TransVantage Solutions

Branchburg, New Jersey-based TransVantage Solutions, Inc., doing
business as Freight Traffic Services, provides billing and
payment services to shippers or receivers of goods.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
13-19753) in Trenton, New Jersey on May 4, 2013, and immediately
filed a motion for Chapter 11 trustee to take over management of
the Debtor.  The petition was signed by Shirley Sooy as president.
John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper serves
as the Debtor's counsel.  The Debtor disclosed assets in
$71,260,000 and scheduled liabilities in $41,319,266 in its
schedules.

Michael G. Menkowitz, Esq. -- mmenkowitz@foxrothschild.com -- and
Jason C. Manfrey, Esq. -- jmanfrey@foxrothschild.com -- at Fox
Rothschild LLP represent the Chapter 11 Trustee.


TRANSVANTAGE SOLUTIONS: Ch.11 Trustee Taps Fox Rothschild
---------------------------------------------------------
Alfred T. Giuliano, the Chapter 11 trustee for TransVantage
Solutions, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey for permission to employ the law firm of Fox
Rothschild LLP as his attorneys.

The firm will, among other things:

   a) take necessary actions to protect and preserve the Debtor's
estate, including the prosecution of actions on behalf of the
Trustee and the defense of actions commenced against the Debtor;

   b) investigate the acts, conduct, assets, liabilities, and
financial condition of the Debtor, the operation of the Debtor's
business and the desirability of the continuance of such business,
and any other matter relevant to the chapter 11 case or to the
formulation of a plan; and

   c) consult with the trustee in connection with: (i) any actual
or potential transactions involving the trustee, and (ii) the
operating, financial and other business matters relating to the
ongoing activities of the Debtor.

The hourly rates of the firms' personnel are:

         Michael G. Menkowitz                 $620
         Jason C. Manfrey                     $270
         Joseph DiStanislao, paralegal        $275

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

                   About TransVantage Solutions

Branchburg, New Jersey-based TransVantage Solutions, Inc., doing
business as Freight Traffic Services, provides billing and
payment services to shippers or receivers of goods.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
13-19753) in Trenton, New Jersey on May 4, 2013, and immediately
filed a motion for Chapter 11 trustee to take over management of
the Debtor.  The petition was signed by Shirley Sooy as president.
John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper serves
as the Debtor's counsel.  The Debtor disclosed assets in
$71,260,000 and scheduled liabilities in $41,319,266 in its
schedules.

Michael G. Menkowitz, Esq., and Jason C. Manfrey, Esq., at Fox
Rothschild LLP represent the Chapter 11 Trustee.


TRANSVANTAGE SOLUTIONS: Ch.11 Trustee Seeks Chapter 7 Liquidation
-----------------------------------------------------------------
Alfred T. Giuliano, the Chapter 11 trustee for TransVantage
Solutions, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey to convert the Debtor's bankruptcy case to one under
Chapter 7 of the Bankruptcy Code.

The trustee explains that it would not be beneficial if the Debtor
remains in Chapter 11 to pursue various causes of action, when a
Chapter 7 trustee can pursue those same causes of action.

In a separate filing, the Hon. Raymond T. Lyons ordered that the
clerk will randomly assign the case and any related cases or
adversary proceedings to another judge.  The Court noted that the
recusal in the case is appropriate.

                About TransVantage Solutions, Inc.

Branchburg, New Jersey-based TransVantage Solutions, Inc., doing
business as Freight Traffic Services, provides billing and
payment services to shippers or receivers of goods.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
13-19753) in Trenton, New Jersey on May 4, 2013, and immediately
filed a motion for Chapter 11 trustee to take over management of
the Debtor.  The petition was signed by Shirley Sooy as president.
John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper serves
as the Debtor's counsel.  The Debtor disclosed assets in
$71,260,000 and scheduled liabilities in $41,319,266 in its
schedules.

Michael G. Menkowitz, Esq., and Jason C. Manfrey, Esq., at Fox
Rothschild LLP represent the Chapter 11 Trustee.


TRENDSET INC: Files List of Top Unsecured Creditors
---------------------------------------------------
Trendset, Inc., has submitted to the Bankruptcy Court a list that
identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Philips                                          12,503,920
40 Wisconsin Ave.
Norwich, CT 06360

Acuity Brands Lighting, Inc.                      6,976,877
1400 Lester Road
Conyers, GA 30012

Husqvarna                                         5,995,520
1030 Stevens Creek Road
Augusta, GA 30909

A copy of the creditors' list is available for free at:

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

Trendset, Inc., was the subject of an involuntary Chapter 11
petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15,
2013.  Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice,
LLP, serves as counsel to the alleged creditors.  Creditors who
signed the Chapter 11 petition are Husqvarna Professional
Products, Inc., (owed $5,782,524), Legrand North America, Inc.
(owed $4,642,653) and DH Business Services, LLC (owed $3,883,360).


UNIVERSAL HEALTH: Case Conversion Hearing Set for July 29
---------------------------------------------------------
The hearing on a motion to convert the Chapter 11 case of
Universal Health Care Group, Inc., to a liquidation under
Chapter 7 of the U.S. Bankruptcy Code is set for July 29, 2013 at
3:00 p.m.

Soneet R. Kapila, who was named Chapter 11 trustee in the case,
filed papers on May 7 asking the bankruptcy judge to convert the
reorganization effort to a Chapter 7 liquidation.

                 About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

In March 2013, the Bankruptcy Court authorized Universal to sell
its insurance subsidiaries, which includes Universal's Medicare
health plans, for $33.3 million cash to Citrus Universal
Healthcare, Inc., an affiliate of CarePoint Insurance Co.
BankUnited NA, agent for the Debtor's lenders, was prepared to
have the case dismissed if the sale wasn't to its satisfaction.
The lenders were owed $36.5 million.

Universal had lined up a buyer named Universal Health Acquisition
Corp. to purchase the Debtor's subsidiaries for as much as $38
million paid in annual installments over 14 years, with interest
at 2 percentage points higher than the London interbank offered
rate.  The CarePoint unit's cash offer prevailed at the auction.


US SILICA: S&P Raises Corp. Credit Rating to 'BB-'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating to 'BB-' from 'B+' on Frederick, Md.-based U.S.
Silica Co.  The outlook is stable.  At the same time, S&P raised
the issue-level rating on the company's $255 million term loan to
'BB' from 'BB-'.  The recovery rating remains '2', indicating
S&P's expectation of substantial (70% to 90%) recovery under its
default scenario.

"The upgrade reflects our view that frac and industrial sand
supplier U.S. Silica's improved operating performance, cash flow
generation, and credit measures are sustainable now that the its
former financial sponsor has loosened control over the company,"
said Standard & Poor's credit analyst Gayle Podurgiel.

Affiliates of private equity firm Golden Gate Capital recently
completed a secondary offering of its shares, reducing its
ownership in U.S. Silica to 33% from 59%.  S&P is revising its
financial risk profile assessment to "significant" from
"aggressive" for U.S. Silica given the ownership change and based
on S&P's view that it can sustain leverage of less than 4x.  S&P's
business risk assessment remains "weak".  S&P's view of the
business balances the company's good market position in both its
frac and industrial sand businesses against its small overall size
and S&P's expectation for ongoing volatility in frac sand markets
over the next several years as the industry matures.  U.S.
Silica's liquidity position is "adequate" under S&P's criteria.

The stable outlook reflects S&P's view that U.S. Silica's
operating performance will continue to improve in 2013, with
EBITDA of $160 million.  S&P expects the company will be able to
sustain leverage measures between 2x and 3x, with FFO to debt of
more than 20% during the next 12 to 18 months.

S&P could lower the rating if leverage rose to more than 4x, and
it expected it to remain elevated for an extended period.  This
could occur if demand for frac sand fell due to a severe slowdown
in domestic energy markets, prompting S&P to view the industry as
more volatile than it currently expects.  A negative rating action
could also occur if the company increased its debt levels to
finance a large acquisition or a shareholder-friendly action.

Additional positive rating actions are unlikely given S&P's view
that U.S. Silica's overall size and scope are relatively small in
comparison to rating category peers and that frac sand industry
conditions are becoming increasingly competitive.  S&P has
incorporated these factors into its "weak" business risk profile
assessment, which constrains additional upside potential for the
rating.

U.S. Silica is a major producer of sand for both industrial
applications and use in hydraulic fracturing.


VAIL LAKE: Files List of Top Unsecured Creditors
------------------------------------------------
Vail Lake Resort submitted to the Bankruptcy Court a list that
identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                   Nature of Claim           Claim Amount
  ------                   ---------------           ------------
North Plaza, LLC           Litigation Settlement       $1,500,000
c/o Richard M Kipperman
Liquidating Trustee
P.O Box 310
La Mesa, CA 91944-3010

Thomas Tahara              Note                          $471,250
P.O Box 1674
Solana Beach, CA 92075

Jaraslave Medec            Consulting Services           $313,979
38000 Highway 79 S.
Temecula, CA 92589

A copy of the creditors' list is available for free at:

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

                          About Vail Lake

Vail Lake Rancho California, LLC and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


VINTAGE CONDOMINIUM: Seeks to Use Parkway's Cash Collateral
-----------------------------------------------------------
Vintage Condominiums Development, LLC, and its secured creditor,
Parkway Bank & Trust Company, seek approval from the U.S.
Bankruptcy Court for the District of Arizona of a stipulation
allowing the Debtor to use the Cash Collateral to pay the
reasonable costs and expenses of its business operations,
including the real property located at 1303 West Juniper Avenue,
in Gilbert, Arizona, until July 7, 2013.

As partial adequate protection of Parkway's interest in the Cash
Collateral, (1) the Receiver will continue to hold in her accounts
all Cash Collateral collected by her prepetition and all funds
belonging to Vintage that were held in any bank account belonging
to the Debtor subject to a bank "freeze, as of the Petition Date;
and (2) commencing with the Cash Collateral collected during the
month of June, 2013, the Debtor will make payments to Parkway in
an amount equal to the difference between the aggregate amount of
Cash Collateral collected by the Debtor that month and the
aggregate amount of Cash Collateral the Debtor is authorized to
use in June plus the agreed upon operating reserve to Parkway on
or before July 5, 2013, and thereafter on the fifth day of each
month.

As further partial adequate protection for use of Cash Collateral,
Vintage grants to Parkway additional and replacement, continuing
liens and security interests, senior in priority to all other
claims and security interests, in and to the Debtor's assets of
any type, including the Real Property whether now owned, owned as
of the Petition Date.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., in Phoenix,
Arizona, for Debtor.  Christopher R. Kaup, Esq., J. Daryl Dorsey,
Esq., and Paul D. Cardon, Esq., at Tiffany & Bosco, P.A., in
Phoenix, Arizona, for Parkway.

                     About Vintage Condominiums

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.  The Debtor disclosed $12,511,600 in assets and $23,956,587
in liabilities as of the Chapter 11 filing.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.

Christopher R. Kaup, J. Daryl Dorsey, at Tiffany & Bosco P.A.
represent the creditor Parkway Bank & Trust Company.


VISIONSTREAM INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: VisionStream Inc.
        11426 Moog Drive
        Saint Louis, MO 63146

Bankruptcy Case No.: 13-45756

Chapter 11 Petition Date: June 20, 2013

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Robert E. Eggmann, Esq.
                  Thomas H. Riske, Esq.
                  DESAI EGGMANN MASON LLC
                  7733 Forsyth Boulevard, Suite 2075
                  Clayton, MO 63105
                  Tel: 314-881-0800
                  Fax: 314-881-0820
                  E-mail: reggmann@demlawllc.com
                          triske@demlawllc.com

Scheduled Assets: $1,100,911

Scheduled Liabilities: $848,189

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/moeb13-45756.pdf

The petition was signed by Brian Innis, CEO.


YOSHIS SAN FRANCISCO: Case Dismissal Hearing Continued to July 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
continued until July 17, 2013, at 2:30 p.m., the hearing to
consider creditor Fillmore Development Commercial, LLC's motion to
dismiss the involuntary Chapter 11 case of Yoshi's San Francisco.

In the alternative, FDC wants a chapter 11 trustee to take over.

                    About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.

YSF opened its doors in December 2007. The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF. YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

FDC is represented by Sara L. Chenetz, Esq., at Blank Rome LLP.


* Suit Properly Dismissed to Protect Judicial System
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a June 21 pronouncement from the U.S.
Court of Appeals in Chicago, judicial estoppel is "more flexible"
than claim or issue preclusion and is designed for the
"preservation of the judicial process."

According to the report, Circuit Judge David F. Hamilton on the
Seventh Circuit appeals court wrote a 33-page opinion upholding a
decision by U.S. District Judge Virginia M. Kendall intended to
protect the "integrity of the judicial system."  The appeal arose
from a legal malpractice suit that had its genesis when a law firm
was hired by a company before the client went bankrupt.  The
engagement didn't include representing the company in litigation.

The report notes that a creditor began a lawsuit against the
company and won a $17 million judgment by default before
bankruptcy.  After bankruptcy, the judgment creditor persuaded the
bankruptcy trustee to sue the law firm for not advising the
company to oppose the suit.  The judgment creditor also persuaded
the bankruptcy trustee not to object to the $17 million claim or
file papers in the trial court contending the judgment was void
for lack of jurisdiction.

The report relates that Judge Kendall dismissed the suit, saying
the bankruptcy trustee was taking irreconcilable positions.  In
the malpractice suit, the trustee was contending that the state
court action was without merit and should have been opposed.  At
the same time, the bankruptcy trustee didn't contest the validity
of the $17 million judgment and therefore was taking the position
that the judgment was valid.

The report discloses that on appeal, the bankruptcy trustee argued
judicial estoppels wasn't applicable because the creditor, if
anyone, was taking inconsistent positions in two courts.  Judge
Hamilton rejected the argument, saying that judicial estoppel
protects the integrity of the court and is more flexible than the
doctrines of issue or claim preclusion.  Judge Hamilton found no
abuse of discretion by the district court and upheld dismissal of
the malpractice suit.

The appeal is Grochocinski v. Mayer Brown Roe & Maw LLP, 10-2057,
U.S. Court of Appeals for the Seventh Circuit (Chicago).  The case
in district court was Grochocinski v. Mayer Brown Roe & Maw LLP,
06-5486, U.S. District Court, Northern District of Illinois
(Chicago).


* Suit to Collect Alimony Violates Automatic Stay
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a June 14 opinion from the Bankruptcy
Appellate Panel for the First Circuit in Boston, the former wife
of a Chapter 13 bankrupt violated the automatic stay by having her
husband held in contempt and jailed for failure to pay alimony.
The case is DeSouza v. DeSouza, 12-091, U.S. Bankruptcy Appellate
Panel for the First Circuit (Boston).


* Supreme Court to Hear Unanswered Questions in Stern vs. Marshall
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court accepted a case to resolve a
split among lower courts and decide if someone can waive the
constitutional right for state-law claims to be decided by a life-
tenured federal district judge.

According to the report, in December the U.S. Court of Appeals in
San Francisco decided a case called Executive Benefits Insurance
Agency v. Arkison and ruled that the right to have a final
decision from a district judge can be waived.  The appeals court
was deciding one of the questions left unanswered in a 2011
opinion from the Supreme Court in a case called Stern v. Marshall.

The report notes that the Stern ruling provided that only a life-
tenured federal district judge can make a final ruling on certain
types of state-law claims.  In those cases, a bankruptcy judge is
only allowed to hand down proposed rulings to be accepted or
rejected in district court without giving any deference to how the
bankruptcy judge ruled.  The Supreme Court decided to allow an
appeal because the federal courts of appeal disagree on whether
Stern rights can be waived.  The case will be argued during the
term of the Supreme Court beginning in October.

The appeals court in Cincinnati, the report discloses, reached the
opposite conclusion in October, saying the right to a final
decision in district court can't be waived.  The California case
involved a bankruptcy trustee who filed a fraudulent transfer suit
against a third party that hadn't filed a claim in the bankruptcy.
The bankruptcy court found the defendant liable for a fraudulent
transfer, and a district judge upheld the ruling.   Until the case
arrived on appeal in the Ninth Circuit in San Francisco, the
defendant never raised an objection to the ability of the
bankruptcy judge to enter a final judgment on the fraudulent
transfer claim.

According to the report, the appeals court opinion by Circuit
Judge Richard A. Paez dealt with two important bankruptcy issues.
First, Judge Paez ruled that a fraudulent transfer suit, even if
brought under federal bankruptcy law rather than state law, is an
assertion of a so called private right where a bankruptcy judge
lacks power to make a final judgment under the Stern opinion.
Judge Paez said that classifying "any federal-law claim as a
'public right' would render Stern internally inconsistent."  On
the second major issue in the case, Judge Paez said the right to
have a final ruling by a district judge can be waived, just like
someone under the prior Bankruptcy Act could waive the right for a
district judge to rule finally on what before 1978 was called a
"plenary" suit.  In a case called Waldman v. Stone, the Court of
Appeals in Cincinnati reached the opposite result in October and
said that Stern rights can't be waived.

The case in the Supreme Court is Executive Benefits Insurance
Agency v. Arkison, 12-1200, U.S. Supreme Court (Washington).  The
case in the Ninth Circuit was Executive Benefits Insurance Agency
v. Arkison (In re Bellingham Insurance Agency Inc.), 11-35162, 9th
U.S. Circuit Court of Appeals (San Francisco).


* Banks Present Their Own Crisis Plan to Fed
--------------------------------------------
Dan Fitzpatrick, Shayndi Raice and Michael R. Crittenden, writing
for The Wall Street Journal, reported that banks have floated to
federal regulators a proposal on how to pay for a restructuring of
the nation's largest financial institutions in the event of a
future crisis, according to people familiar with the
conversations.

The plan, given to the U.S. Federal Reserve at a private meeting
May 22, is an effort by banks to preempt tougher rules from
officials in Washington who believe banks still could pose a
threat to financial stability in a crisis, the WSJ report related.

The move shows how banks are trying to coordinate more closely and
present a united front amid calls for more-aggressive measures to
cap bank size, break up institutions or force banks to take on
more long-term debt, according to WSJ.

Officials from Wells Fargo & Co., Bank of America Corp., Citigroup
Inc. and several other banks attended the meeting with the Fed,
along with banking trade group the Clearing House, the report
said.

Under the proposal, the largest financial-services holding
companies would be willing to hold a certain amount of debt and
equity that would be used to prop up any failed bank subsidiary
seized by regulators, the report further related. Some banks might
be forced to issue expensive long-term debt. The plan is a
concession to regulators, who increasingly have been calling for
banks to hold a minimum amount of long-term debt.


* LPS Month-End Data Shows Foreclosure Inventory Declines
---------------------------------------------------------
Lender Processing Services, Inc., a provider of integrated
technology, services, data and analytics to the mortgage and real
estate industries, reports the following "first look" at May 2013
month-end mortgage performance statistics derived from its loan-
level database representing approximately 70 percent of the
overall market.

Total U.S. loan delinquency rate (loans 30 or more days past due,
but not in foreclosure): 6.08%

Month-over-month change in delinquency rate: -2.11%

Year-over-year change in delinquency rate: -12.01%

Total U.S. foreclosure pre-sale inventory rate: 3.05%
Month-over-month change in foreclosure presale inventory rate:
-3.91%

Year-over-year change in foreclosure presale inventory rate:
-26.98%

Number of properties that are 30 or more days past due, but not in
foreclosure: (A) 3,043,000

Number of properties that are 90 or more days delinquent, but not
in foreclosure: 1,335,000

Number of properties in foreclosure pre-sale inventory:
(B) 1,525,000

Number of properties that are 30 or more days delinquent or in
foreclosure: (A+B) 4,569,000

States with highest percentage of non-current* loans:
FL, NJ, MS, NV, NY

States with the lowest percentage of non-current* loans:
MT, AK, WY, SD, ND

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Notes:(1) Totals are extrapolated based on LPS Applied Analytics'
loan-level database of mortgage assets.(2) All whole numbers are
rounded to the nearest thousand.

The company will provide a more in-depth review of this data in
its monthly Mortgage Monitor report, which includes an analysis of
data supplemented by in-depth charts and graphs that reflect trend
and point-in-time observations.  The Mortgage Monitor report will
be available on LPS' website,
http://www.lpsvcs.com/LPSCorporateInformation/CommunicationCenter/
DataReports/Pages/Mortgage-Monitor.aspx by July 8, 2013.

                About Lender Processing Services

Lender Processing Services -- http://www.lpsvcs.com-- delivers
comprehensive technology solutions and services, as well as
powerful data and analytics, to the nation's top mortgage lenders,
servicers and investors.  As a proven and trusted partner with
deep client relationships, LPS offers the only end-to-end suite of
solutions that provides major U.S. banks and many federal
government agencies the technology and data needed to support
mortgage lending and servicing operations, meet unique regulatory
and compliance requirements and mitigate risk.  These integrated
solutions support origination, servicing, portfolio retention and
default servicing. LPS' servicing solutions include MSP, the
industry's leading loan-servicing platform. The company also
provides proprietary data and analytics for the mortgage, real
estate and capital markets industries.  LPS is a Fortune 1000
company headquartered in Jacksonville, Fla., and employs
approximately 7,500 professionals.


* Mortgage Daily Expects Continued Decline in Mortgage Casualties
-----------------------------------------------------------------
The mortgage industry suffered some serious blows over the past
decade -- with hundreds of firms wiped out and close to half of
employees losing their jobs at one point.  While some segments
have experienced a partial recovery, real estate finance is likely
to remain a shell of its former self for the foreseeable future.

Two years before the financial crisis, the mortgage industry began
a meltdown.  Among early casualties were subprime lenders like
Aegis, Ownit and Sebring.  Bank failures shot up from zero in 2006
to 157 by 2010.

Mortgage Daily's forecast calls for a continued decline in
casualties, though an uptick is eventually expected among default
service providers.

        Failures/Closings
        2012  2010  2006
        83    211   32

Prior to 2007, delinquency had been running under 5%. But
delinquency turned higher and peaked in 2009, though it has since
retreated.

Mortgage Daily predicts that delinquency will trend lower.

        30-Day Delinquency*
        3/31/13 12/31/09 12/31/06
        7.25%   9.47%    4.95%
        *source: MBA

Rates fell from as high as 6.80% in 2006 to an all-time low last
year.

Mortgage Daily projects rates will continue ascending over the
next year.

        30-Year Fixed Rates*
        As of          Rate
        7/20/06        6.80%
        11/21/12 (low) 3.31%
        6/20/13        3.93%
        *source: Freddie

Originations hit an all-time high in 2003. Higher rates have
refinances pulling down expected volume.

        Originations (trillions)
        2014   2013   2012   2003
        $1.1   $1.7   $2.0   $3.8


There were over $11 trillion in mortgages outstanding in 2007,
though outstandings have faded each year since.

        Mortgages Outstanding
        (trillions)*
        2014    2012    2007
        $10.1   $9.9    $11.1
        *source: Fannie

Mortgage employment was nearly 500,000 at the end of 2006 then
took a sharp turn down in 2007. A moderate recovery has since
pushed the total up.

While home purchases are likely to drive up demand for employees,
declining refinances will more than offset those gains. In
addition, as delinquency retreats, servicers will eliminate jobs.

Mortgage Daily predicts a decline in staffing over the next year.

        Mortgage Jobs
        30-Apr  2006
        292,800 496,300
        source: DOL

Full Report:

http://www.MortgageDaily.com/IndustryChange062413.asp?spcode=pr

                       About Mortgage Daily

Founded in 1998 by 20-year mortgage industry veteran Sam Garcia,
Mortgage Daily -- http://www.MortgageDaily.com-- is a leading
source of mortgage news and mortgage statistics.  Mortgage Daily
publishes the Mortgage Market Index, Mortgage Litigation Index,
Mortgage Employment Index and Mortgage Fraud Index.


* Recovering Airline Industry on Track for Profitability, PwC Says
------------------------------------------------------------------
Revenue growth has recovered to pre-recession levels and the U.S.
airline industry is expected to maintain profitability in 2013,
according to Tailwinds, a report on the airline industry from PwC
US.  However, while the industry has become better at managing
capacity and generating ancillary revenues, it faces rising costs
for fuel, labor and maintenance.  To achieve profitability under
these conditions, airlines are focused on operating more
efficiently and securing new revenue streams, including replacing
50-seat jets with larger planes within the regional airline
industry.

Over the past decade, fuel costs have more than doubled, rising to
28 percent of operating expenses.  Airlines have tried to mitigate
this increase through hedging strategies and the use of newer,
more efficient aircraft along with improved operating procedures.
The crack spread, or gap between jet fuel and unrefined oil price,
has also increased to 25 percent of total jet fuel cost as
refineries focus on higher margin product, creating an additional
cost challenge for airlines.  Some carriers are taking aggressive
steps to address the crack spread, even to the point of acquiring
refining capabilities.  The U.S. Energy Information Agency
forecasts lower petroleum prices in 2013, from an average of $94
per barrel in 2012 to $93 per barrel in 2013 and $92 in 2014,
which should help drive improved margins for domestic airlines.

Supporting revenue growth, load factors have increased by almost
four percent since 2008 due to better capacity discipline and
reduced supply, driven by industry consolidation.  Since 2008,
there has been an eight percent reduction in the number of
flights, but only a one percent decrease in total passengers,
according to the Bureau of Transportation Statistics.  In order to
maintain revenue at a time of high fuel prices, labor and
maintenance, airlines are also looking toward baggage, standby,
and cancellation and change fees, as well as from on-board
concession and other amenities.

"There's no question the domestic airline industry is undergoing a
renaissance marked by increased revenue and stable profitability,"
said Jonathan Kletzel, U.S. transportation and logistics leader,
PwC.  "The price of domestic airline tickets has increased in line
with inflation over the past five years, growing less than two
percent in real terms, and airlines have boosted revenue by
charging new fees as well as introducing ancillary products.  When
taking into account all fees and ancillary revenues, airlines are
seeing as much as a nine percent increase in average base airfare.
Going forward, you can expect airlines to roll out additional
sources of revenue, by strategically charging fees and bundling
services that are aimed at enhancing the travel experience.  These
factors, combined with the prospect of lower fuel prices, support
a positive outlook for the industry in 2013."

Labor expenses, which accounted for approximately 23 percent of
airline expenses in 2012, are also on the rise.  Over the past
five years, average salaries for airline employees have been
increasing due to consolidation.

"When airlines negotiate merger terms, they often agree to higher
salaries in order to gain union buy-in, reversing some of the
reductions implemented during past bankruptcies," Mr. Kletzel
continued.  "An impending pilot shortage is also likely to result
in higher pilot salaries. Starting in August, new commercial co-
pilots will need a minimum of 1,500 hours flight experience, six
times the current requirement.  Next year, the Federal Aviation
Administration will also require more rest time between flights.
These changes are coming at a time when baby boomer pilots are
reaching the mandatory retirement age, military pilots are staying
in the military longer, and foreign airlines are competing for
pilots."

Additionally, aircraft maintenance expenses are rising, with costs
per seat mile increasing over 16 percent in the past five years,
driven by an aging fleet and increased engine maintenance costs.
The average age of the U.S. fleet increased from 11.8 years in
2008 to over 13 years in 2012.  Engine maintenance costs have
increased because of aging and reduced competition as engine OEMs
increase their share of maintenance, repair and overhaul market.
Airlines are looking to leverage advanced analytics and predictive
maintenance to control these increases, but are hampered by legacy
IT platforms.

Due to these and other factors, operating income per available
seat mile declined to 0.28 cents in 2012, down from 0.53 cents in
2011 and 0.79 cents in 2010.  The overall net result is an
industry that faces very narrow operating margins, despite an
improved revenue environment.

"Airlines will continue to be challenged by high expenses,
especially fuel costs, but they're taking the necessary steps to
support profits in the near-term," said Mr. Kletzel.  "Over the
longer term, we expect airlines to benefit from deliveries of new,
more fuel-efficient aircraft, reducing both maintenance and fuel
costs. Operational improvements, consolidation and ancillary
revenues will also help to support revenues, boding well for the
industry outlook."

PwC's report also includes a special section on issues facing the
regional airline industry, including the need to begin replacing
the 50-seat jets with larger planes. "Less than 20 years since its
introduction, the 50-seat jet is once again having a game-changing
effect on the airlines.  Only this time, the aircraft is being
viewed as a liability in terms of cost effectiveness," commented
Mr. Kletzel.

Its small size limits the jet's profitability at a time of high
fuel prices and less attractive capacity purchase agreements.
Regional airlines are beginning to make the move to larger, 70-to-
90 seat jets, with production on the rise, as larger jets can
spread fuel costs and overhead over more seats, reducing unit
costs.  In addition to fuel efficiency, the larger jets offer an
opportunity to increase fares.  With 20 or more additional seats,
airlines can offer first class and premium economy sections,
providing an advantage for both the airlines and their customers.

For a copy of PwC's Tailwinds, please visit:
http://www.pwc.com/us/industrialproducts

      About PwC's Global Transportation & Logistics Practice

PwC's Transportation and Logistics practice is composed of a
global network of industry professionals who provide assurance,
tax, and advisory services to public and private transportation
and logistics companies around the world.  It brings experience,
international industry leading practices, and a wealth of
specialized resources to help solve business issues.

             About PwC's Industrial Products Practice

PwC's Industrial Products (IP) practice --
www.pwc.com/us/en/industrial-products -- provides financial,
operational, and strategic services to global organizations across
the aerospace & defense (A&D), business services, chemicals,
engineering & construction (E&C), forest, paper, & packaging
(FPP), industrial manufacturing, metals, and transportation &
logistics (T&L) industries.

                          About PwC US

PwC US -- http://www.pwc.com/US-- helps organizations and
individuals create the value they're looking for.  It is a member
of the PwC network of firms in 158 countries with more than
180,000 people.  It is committed to delivering quality in
assurance, tax and advisory services.

PricewaterhouseCoopers LLP is a Delaware limited liability
partnership.


* More BigLaw Layoffs Expected After Massive Weil Cuts
------------------------------------------------------
Andrew Strickler of BankruptcyLaw360 reported that the large-scale
layoff coupled with partner compensation cuts that struck Weil
Gotshal & Manges LLP on Monday -- the most significant BigLaw
bloodletting in recent years -- heralds a wave of partner and
associate pink slips, with other law firms likely to follow suit
and slash their own badly bloated payrolls, experts said.

"The question isn't whether there will be others, but when and
who," legal consultant Kent Zimmermann of Zeughauser Group told
Law360. "I think many more will follow suit," she added.


* McGuireWoods Picks Up Ex-Winston & Strawn Bankruptcy Pro
----------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that a former Winston &
Strawn LLP bankruptcy partner has joined McGuireWoods LLP's
Chicago office, the firm said Monday, where he'll tap into the
firm's health care regulatory expertise and bring his experience
with lenders facing distressed situations.

According to the report, Brian Swett's experience includes
arranging debtor-in-possession financing, cash collateral issues,
drafter Chapter 11 reorganization plans, handling asset sales
under the Bankruptcy Code's Section 363 and other bankruptcy
litigation matters.

He focuses on representing lenders, and his clients represent a
wide swath of industries, including financial services, health
care, and manufacturing, the report added.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, 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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***