TCR_Public/130905.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 5, 2013, Vol. 17, No. 246

                            Headlines

1ST FINANCIAL: Signs Merger Agreement with First Citizens
ACTIVECARE INC: Incurs $3.2 Million Net Loss in June 30 Quarter
ACTIVISION BLIZZARD: Moody's Assigns Ba1 CFR & Ba2 Debt Rating
ACTIVISION BLIZZARD: S&P Assigns 'BB+' Corp. Credit Rating
AGFEED INDUSTRIES: Withdraws Bid to Employ Mackinac Partners

AGFEED INDUSTRIES: Can Employ Young Conaway as Counsel
AK STEEL: Weak Steel Market Prompts Moody's to Lower CFR to B3
ALLIED SYSTEMS: Ch. 11 Auction Called A 'Sham' by Losing Bidder
AMC ENTERTAINMENT: IPO No Impact on Moody's 'B2' CFR
AMERICAN AXLE: Fitch Affirms 'B+' Issuer Default Rating

AMERICAN POWER: Files Copy of Conference Call Transcript with SEC
ARCHDIOCESE OF MILWAUKEE: Judge Asked by Creditors to Leave Case
ARSLOANE ACQUISITION: S&P Assigns 'B+' Corp. Credit Rating
AS SEEN ON TV: Sells eDiets' Fresh Meal Delivery Business
BBX CAPITAL: Bluegreen Posts $26MM Income in Half Year 2013

BIOZONE PHARMACEUTICALS: Sells $2 Million Convertible Notes
BON-TON STORES: Board Declares Dividends of 5 Cents Per Share
BROADCAST INTERNATIONAL: Inks 3rd Amendment to Merger Agreement
BROADWAY FINANCIAL: PEFR Held 9.9% Equity Stake at Aug. 22
BROADWAY FINANCIAL: Completes Recapitalization

CALUMET SPECIALTY: S&P Raises CCR to 'B+'; Outlook Stable
CAMCO FINANCIAL: BKD LLP Replaces Plante & Moran as Accountants
CARL'S PATIO: Unsecured Creditors' Recovery Up to 4.7% Under Plan
CATHEDRAL CITY: S&P Raises Rating on Allocation Bonds to 'B+'
CELL THERAPEUTICS: Parent Had $6MM Financial Standing at July 31

CENGAGE LEARNING: Apax Partners Protests Chapter 11 Plan Outline
CLAIRE'S STORES: Incurs $20.7 Million Net Loss in Second Quarter
COALINGA REGIONAL: S&P Lowers Rating on 2008A COPs to 'B-'
COMARCO INC: Insured by Hartford in "Chicony" Litigation
COMMUNITY ACADEMY: S&P Lowers Rating on 2007 Revenue Bonds to 'B+'

COMSTOCK MINING: Completes $8.75 million Public Offering
CONNECTOR 2000: Insurer Must Back Bonds of Bankrupt Operator
COOPER-BOOTH: Gets Extension to File Its Chapter 11 Plan
COOPER-BOOTH: Cash Collateral Stipulation Hearing on Dec. 18
COOPER-BOOTH: Deadline to File Chapter 11 Plan on November 17

COOPER-BOOTH: Has Until March 31 to Decide on Bardon Lease
CYCLONE POWER:  CEO Remains Optimistic About Company's Future
DECARLO APARTMENTS: Voluntary Chapter 11 Case Summary
DEMCO INC: Hires Freed Maxick as Accountants
DETROIT, MI: Hearing Set on Whether Snyder, et al., Can Be Deposed

DETROIT, MI: Pension Funds at Risk of Losing Millions
E-DEBIT GLOBAL: Yet to Set Date of Special Shareholders Meeting
EARL GAUDIO: U.S. Trustee Appoints 5-Member Creditors Panel
EARL GAUDIO: Can Employ First Midwest Bank as Custodian
EARL GAUDIO: Court Approves Ice Miller as Counsel

EASTMAN KODAK: Files Copy of Plan & Confirmation Order with SEC
EDENOR SA: Posts Ps.1.8 Billion Profit in Second Quarter
ELBIT IMAGING: Incurs NIS471.4 Million Net Loss in 2nd Quarter
ELEPHANT TALK: Borrows EUR4 Million From Saffelberg Investments
ENOVA SYSTEMS: Board OKs Grant of 4.4MM Shares Option to CEO

EXIDE TECHNOLOGIES: Asks Court to Halt $115MM Calif. Plant Suit
FIBERTOWER CORP: Asks Judge to Block Lawsuit Against Leaders
FINJAN HOLDINGS: Files Patent Suit Against Blue Coat Systems
FLORIDA GAMING: Lenders Call for Trustee in Ch. 11 Case
FREESEAS INC: Issues 2.9MM Add'l Settlement Shares to Hanover

FREESEAS INC: Ion Varouxakis, et al., to Sell 2.5MM Shares
FURNITURE BRANDS: Director Quits
GATEHOUSE MEDIA: Newcastle Plans to Convert Debt Into Equity
GATEHOUSE MEDIA: Said to File Prepack Bankruptcy Next Week
GENERAL STEEL: Incurs $63.7 Million Net Loss in Second Quarter

GENOIL INC: Incurs C$358,000 Net Loss in Second Quarter
GETTY IMAGES: Moody's Eyes Downgrade Over Weak 2Q2013 Results
GREYSTONE LOGISTICS: Delays 2013 10-K for Lack of Personnel
HI-WAY EQUIPMENT: Court Approves 2nd Amended Disclosure Statement
HIGH LINER: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable

HOGG PROPERTIES: Voluntary Chapter 11 Case Summary
ICON HEALTH: Poor Performance Prompts Moody's to Lower CFR to B3
INFUSYSTEM HOLDINGS: Stockholders Elect Five Directors
INFUSYSTEM HOLDINGS: Files Copy of the Investor Presentation
INTELLICELL BIOSCIENCES: Pays $535,833 to Ironridge; TRO Stays

INUVO INC: NYSE MKT Extends Listing Compliance Period
IZEA INC: Obtains $562,500 From Units Offering
JACOBS FINANCIAL: Delays Fiscal 2013 Annual Report
JANABI ASSOCIATES: Weight-Loss Chain MyWeightDoctor Files Ch.11
JARDEN CORP: Moody's Says Yankee Candle Bid is Credit Positive

JBS USA: Moody's Assigns 'Ba2' Rating to New $800-Mil. Debt
JEDD LLC: Court Grants Motion to Dismiss Chapter 11 Case
JEWISH COMMUNITY: Court Confirms Plan of Reorganization
KIDSPEACE CORP: Plan Filing Deadline Extended Until Jan. 2014
KIDSPEACE CORP: Seeks Extension of Lease Decision Deadline

KIDSPEACE CORP: U.S. Trustee Objects to Proposed PCO Termination
LA JOYA ARLINGTON: Voluntary Chapter 11 Case Summary
LAGUNA BRISAS: Receiver Can Use Cash Collateral Until Oct. 31
LAGUNA BRISAS: Status Conference on Sept. 13
LANDAUER HEALTHCARE: U.S. Trustee Protests Auction Timeline

LAUSELL INC: Confirmation Hearing Continued Until Sept. 30
LDK SOLAR: Incurs $165.3 Million Net Loss in Second Quarter
LIFE CARE: Can Employ Holland & Knight as Compliance Counsel
LIFE UNIFORM: Now Known as LUHC Wind Down Corp
LIFE UNIFORM: Womble Carlyle Approved as Privacy Ombudsman Counsel

LIGHTSQUARED INC: US Bank, Mast Propose Plan for One Dot Six
LIME ENERGY: Provides Compliance Plan with NASDAQ
LONGVIEW POWER: Can Use Cash Collateral to Fund Ch. 11
LONGVIEW POWER: Moody's Withdraws Ratings After Bankruptcy Filing
LONGVIEW POWER: S&P Lowers Senior Secured Debt Rating to 'D'

LUCID INC: Inks Advisory Pact with Wainwright for Caliber I.D.
MERCANTILE BANCORP: Holdco Advisors Opposes Sale, Files Proposal
MERCANTILE BANCORP: Court OKs Upshot as Claims & Noticing Agent
MICHAELS STORES: Files Form 10-Q, Posts $20MM Net Income in Q2
MICHAELS STORES: Reports $20 Million Net Income in Second Quarter

MILAGRO OIL: Private Exchange Offer Extended Until October 31
MOTORCAR PARTS: Borrows Additional $20 Million From PNC Bank
MPG OFFICE: Amends 25,000 Shares Resale Prospectus
MUSCLEPHARM CORP: Buys $2 Million Conv. Note From BioZone
N-VIRO INTERNATIONAL: Maturity of Credit Pact Moved to Oct. 14

NATIONAL HOLDINGS: Inks $3.1 Million Securities Purchase Pact
NBTY INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative
NEIMAN MARCUS: Deregisters Unsold Notes
NEOMEDIA TECHNOLOGIES: To Restructure & Reduce Debt by $10-Mil.
NEOMEDIA TECHNOLOGIES: Inks Employment Agreement with CEO

NEWLEAD HOLDINGS: Incurs $403.9 Million Net Loss in 2012
NNN CYPRESSWOOD: Sept. 11 Hearing on Adequacy of Plan Outline
NORTEL NETWORKS: Cleary Gottlieb Atty. Withdraws Appearance
OIL PATCH: Can Employ Okin & Adams as Bankruptcy Counsel
OLYMPIC HOLDINGS: Sept. 18 Hearing on Request to Dismiss Case

ORCHARD SUPPLY: Puma Capital Does Not Own Class A Shares
PACE UNIVERSITY: Moody's Withdraws Ba1 Rating on Revenue Bonds
PATRIOT COAL: Wants Rule 2004 Examination of Arch Coal
PATRIOT COAL: Wants Rule 2004 Examination of ArcLight Capital
PATRIOT COAL: Enters Into New CBAs, MOU and VFA

PETER DEHAAN: Gets Plan Outline OK, Oct. 2 Confirmation Hrg. Set
PHOENIX DEVELOPMENT: Opposes Conversion of Case to Chapter 7
PIANISSIMO ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable
PINNACLE FOOD: Moody's Rates $525MM Senior Term Loan 'Ba3'
PINNACLE FOODS: S&P Lowers Rating on US$2.3BB Loan to 'BB-'

PITNEY BOWES: Moody's Assigns 'B2' CFR; Outlook Stable
PITTSBURG REDEVELOPMENT: Fitch Keeps BB- Bond Rating on Watch Neg.
PLANDAI BIOTECHNOLOGY: Obtains Exclusive License to PheroidTM
POSITIVEID CORP: To Issue 450 Series F Pref. Shares to Ironridge
PRWIRELESS INC: S&P Assigns CCC Corp. Credit Rating; Outlook Neg.

RESIDENTIAL CAPITAL: Discovery Rules OK'd Over JSNs' Protests
RG STEEL: Says Revising Sparrows Sale Order No Longer Appropriate
RURAL/METRO CORP: Committee Hiring Approval Sought
REVSTONE INDUSTRIES: Creditors Want Pachulski Off Unit's Case
SAN BERNARDINO, CA: Bankruptcy Ruling Is a Blow to CalPERS

SARKIS INVESTMENTS: Files List of 10 Largest Unsecured Creditors
SBMC HEALTHCARE: Court Denies Trustee's Motion to Reset Trial
SHILO INN: Files Full Payment Plan, Aims to Exit Bankr. in January
SHINY WHEELS: Case Summary & 5 Unsecured Creditors
SHOTWELL LANDFILL: Court Sets Oct. 17 Plan Confirmation Hearing

SIERRA NEGRA: Confirmation Hearings to Commence on October 22
SIONIX CORP: Posts $294,000 Net Income in June 30 Quarter
SKYLINE MEDICAL: Maturity of Promissory Note Extended to Oct. 31
SOUTHERN OAKS: To Present Plan for Confirmation on Oct. 2
SOUTHERN FILM: Nov. 27 Established as General Claims Bar Date

STEINWAY MUSICAL: S&P Assigns 'B' Rating on $190MM 1st-Lien Loan
STEREOTAXIS INC: Prescott Group No Longer a Shareholder
SUNTECH POWER: 3 Directors Quit; M. Nacson Elected New Chairman
SWJ MANAGEMENT: U.S. Trustee Unable to Appoint Creditors Committee
THERAPEUTICSMD INC: Brian Bernick Had 7% Equity Stake at Aug. 26

THERMOENERGY CORP: Borrows $4 Million From Empire Capital, et al
TITAN PHARMACEUTICALS: Amends 2012 Annual Report
TOWNSQUARE RADIO: Moody's Keeps B2 Rating Over Station Purchases
TRIUS THERAPEUTICS: Hart-Scott-Rodino Waiting Period Expires
TWN INVESTMENT: Kent Whitney Approved as Real Estate Broker

UNI-PIXEL INC: To Present at the Gateway Conference on Sept. 10
UNILAVA CORP: Amends Second Quarter Form 10-Q
UNITED BANCSHARES: Amends Second Quarter Form 10-Q
UNIVERSITY GENERAL: ADC at Houston Hospital Hiked by 20%
USA BROADMOOR: Wells Fargo Wants Plan Confirmation Denied

VAIL LAKE: Sec. 341 Creditors' Meeting Continued to Oct. 22
VAIL LAKE: Can Employ E3's Hebrank as Chief Restructuring Officer
VALENCE TECHNOLOGY: Files Copy of Plan & Disclosure Statement
VERTIS HOLDINGS: Settlement with ACE Companies Approved
VILLAGE AT NIPOMO: Gets Final Approval to Use Cash Collateral

VS FOX: Court Converts Bankr. Cases into Chapter 7 Proceedings
WAFERGEN BIO-SYSTEMS: Closes Stock Split & Capital Restructuring
WAFERGEN BIO-SYSTEMS: Offering $17.2 Million Worth of Units
WARNER SPRINGS: Sept. 19 Hearing on Amended Plan Outline
WORLD IMPORTS: Can Employ Braverman Kaskey as Counsel

WORLD IMPORTS: Can Access Banks Cash Collateral Until Sept. 13
WORLD SURVEILLANCE: Inks Teaming Pact to Commercialize Argus One
WESTINGHOUSE SOLAR: License to Use Westinghouse Trademark Ends
XTREME GREEN: Files Chapter 11 Bankruptcy for Protection
YANKEE CANDLE: Jarden Deal No Impact on Moody's 'Caa1' Rating

YANKEE CANDLE: S&P Puts 'B' CCR on CreditWatch Positive
ZALE CORP: Reports $10 Million Net Earnings in Fiscal 2013
ZOGENIX INC: Extends Services Agreement with Patheon to 2016

* Fed, FDIC Provide Resolution Roadmap for Smaller Banks
* S&P Accuses U.S. of Suing to Avenge Ratings Drop

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1ST FINANCIAL: Signs Merger Agreement with First Citizens
---------------------------------------------------------
First-Citizens Bank & Trust Company (known as First Citizens Bank)
and 1st Financial Services Corporation announced the signing of a
definitive merger agreement.  1st Financial Services Corp.
provides commercial banking products and services through its
subsidiary, Mountain 1st Bank & Trust Company.

This agreement provides for the merger of Hendersonville, N.C.-
based 1st Financial Services Corp. and Mountain 1st Bank into
First Citizens Bank, which is headquartered in Raleigh, N.C.  The
announcement was made jointly by Frank B. Holding Jr., chairman
and chief executive officer of First Citizens Bank, and Michael G.
Mayer, chief executive officer of 1st Financial Services Corp. and
Mountain 1st Bank.

The agreement has been approved by the Boards of Directors of all
three companies.  The transaction is expected to close no later
than the first quarter of 2014, subject to the receipt of
regulatory approvals and the approval of 1st Financial Services
Corp. shareholders.

Under the terms of the agreement, cash consideration of $10
million will be split between the U.S. Treasury, which will
receive $8 million of the cash consideration in order for 1st
Financial Services Corp. to exit from the federal TARP program,
and common shareholders of 1st Financial Services Corp., who will
receive $2 million.

1st Financial Services Corp. operates 12 branches in western North
Carolina communities through Mountain 1st Bank, with $692 million
in assets, $669 million in deposits and $363 million in loans as
of June 30, 2013.  The Mountain 1st branches are located in
Asheville, Brevard, Columbus, Etowah, Fletcher, Forest City,
Hendersonville (two branches), Hickory, Marion, Shelby and
Waynesville. Customers should bank as they normally do at their
existing branches.  Pending completion of the merger, Mountain 1st
Bank branch offices will open as First Citizens Bank branches.

Frank B. Holding Jr., chairman and CEO of First Citizens, said:
"This agreement is a significant opportunity for us to expand our
presence in our home state of North Carolina.  We currently have a
vibrant branch network and customer base throughout western North
Carolina, and we look forward to the prospects of building on this
foundation in an important market for us.

"We've provided financial services in North Carolina for 115
years," Holding said.  "Customers value our personal service, our
dedication to soundness and the full range of products and
services we offer.  We expect to enhance our footprint in western
N.C., establish new relationships and create an even stronger bank
for those we serve."

Michael G. Mayer, CEO of 1st Financial and Mountain 1st, said: "We
welcome the opportunity to merge into First Citizens.  Our
companies have a shared commitment to providing outstanding
service and building strong relationships in the communities we
serve.  Customers will benefit from First Citizens' century-long
dedication to safety and stability, a more robust line of products
and a greater overall capacity to serve their financial needs.  It
is an attractive agreement for our company and our constituents."

Sandler O'Neill + Partners L.P. acted as financial advisor and
rendered a fairness opinion to the Board of Directors of 1st
Financial Services Corp. in connection with this transaction.

A copy of the Agreement and Plan of Merger is available at:

                         http://is.gd/zP6HA9

                        About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0 percent and a total risk-based
capital ratio of 12.0 percent by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.
The Company's balance sheet at June 30, 2013, showed $692.08
million in total assets, $673.09 million in total liabilities and
$18.98 million in total stockholders' equity.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


ACTIVECARE INC: Incurs $3.2 Million Net Loss in June 30 Quarter
---------------------------------------------------------------
ActiveCare, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $3.20 million on $4.32
million of total revenues for the three months ended June 30,
2013, as compared with a net loss attributable to common
stockholders of $2.45 million on $296,660 of total revenues for
the same period during the prior year.

For the nine months ended June 30, 2013, the Company reported a
net loss attributable to common stockholders of $9.36 million on
$11.41 million of total revenues, as compared with a net loss
attributable to common stockholders of $8.45 million on $424,405
of total revenues for the same period a year ago.

The Company's balance sheet at June 30, 2013, showed $13.21
million in total assets, $20.33 million in total liabilities and a
$7.11 million total stockholders' deficit.

                            Going Concern

"Although the Company had a positive gross margin for the three
and nine months ended June 30, 2013, it incurred negative gross
margins, working capital and cash flows from operating activities
for the fiscal years ended September 30, 2012 and 2011, and had
negative working capital and cash flows from operating activities
for the nine months ended June 30, 2013.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the regulatory filing.

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

                         http://is.gd/4VPaNN

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss of $12.36 million for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million
during the prior year.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012, citing recurring
operating losses and an accumulated deficit which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


ACTIVISION BLIZZARD: Moody's Assigns Ba1 CFR & Ba2 Debt Rating
--------------------------------------------------------------
Moody's Investors Service has assigned Activision Blizzard, Inc. a
Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating
and SGL-1 Speculative Grade Liquidity (SGL) rating. Moody's has
also assigned a Baa3 (LGD3, 32%) rating to its proposed $250
million 5-year revolver, $2.25 billion 7-year senior secured term
loan B and $1 billion 7-year secured notes, and a Ba2 (LGD5, 85%)
to its proposed $1 billion 8-year unsecured notes and $500 million
10-year unsecured notes. This is an initial first time rating for
the company.

Proceeds, along with approximately $1.23 billion balance sheet
cash, will be used to fund the buyback of 429 million shares or
about 38.2% of the company from Vivendi (Baa2 negative), which
owned a majority stake of around 61%. Also, an investor group led
by Activision Blizzard CEO Bobby Kotick and Co-Chairman Brian
Kelly, plan to separately purchase 172 million or about 15.3% of
Vivendi's shares in the company. Pro-forma the transaction, the
investor group which includes Tencent (Baa1 stable) and Fidelity
Management and research, Davis Advisors and Leonard Green and
Partners L.P., will own around 24.9% stake and Vivendi will remain
with around 12% stake. The rating outlook is stable.

Assignments:

Issuer: Activision Blizzard, Inc.

Corporate Family Rating -- Ba1

Probability of Default Rating -- Ba1-PD

Speculative Grade Rating -- SGL-1

$250 Million Senior Secured Revolver due 2018 -- Baa3 (LGD3, 32%)

$2.25 Billion Senior Secured Term Loan B due 2020 -- Baa3 (LGD3,
32%)

$1 Billion Senior Secured Notes due 2020 -- Baa3 (LGD3, 32%)

$1 Billion Senior Unsecured Notes due 2021 -- Ba2 (LGD5, 85%)

$500 Million Senior Unsecured Notes due 2023 -- Ba2 (LGD5, 85%)

Rating Rationale:

Activision Blizzard's Ba1 CFR reflects its leading position in the
growing and fragmented gaming industry and strong track record of
developing profitable and sustainable franchises. The company's
rating is moderately constrained by revenue concentration and
dependence on a few franchise names and the risk of failing to
predict changing consumer preferences. According to the
Entertainment Software Association, $21 billion was spent on games
in the US alone during 2012, of which $15 billion was spent on
content. Activision Blizzard has a proven history of monetizing
strong franchises with highly interactive content and having the
largest market share of the industry, with franchises including
Call of Duty, launched in 2003, and Diablo, launched in 1996,
which were the #1 selling video game and PC computer game,
respectively, in 2012. The company has 60 million online users who
spent over 6 billion hours playing during the first half of
calendar 2013.

"We believe the business risks are largely mitigated by moderate
leverage, large cash balances, strong management oversight and
fiscal discipline with a focus on operating margins and free cash
flow generation, long tail franchise revenue streams, and by the
data and focus group analytics-driven green-lighting and
development process for its franchises and pipeline," stated Neil
Begley, a Moody's Senior Vice President. The company is able to
engage and transact with its loyal user base through multiple
platforms, as well as its own Battle.net online platform,
providing it reliable insight into consumer preferences and
visibility into the success of future releases. Approximately 90%
of EBITDA is driven by existing customers or by proven franchises,
providing the company with stability despite the lack of longer-
term contractually obligated revenue. "We expect international
expansion, increasing partnering with other companies such as with
Bungie, the creators of "Halo", and particularly in China through
its partnership with Tencent, and to drive global expansion and
benefit from global improvements in high speed data connectivity
in many populous corners of the world," added Begley.

Though the company is able to generate meaningful recurring
revenue, there is significant exposure to concentration risk in
its largest franchises. The top 4 franchises in 2012 accounted for
88% of revenues excluding its distribution business. "While the
company is investing in potential new franchises to grow and to
replace those experiencing a contracting user base, such as World
of Warcraft, we expect its top 3 franchises to drive a significant
portion of revenue generation in the near term," stated Begley.
The gaming industry is very competitive and fragmented (Activision
Blizzard is the number one in market share for interactive
entertainment spending in North American and the EU, but only has
about 15% of the market), but Moody's notes that it would be very
difficult to replicate a franchise of similar scale and user
engagement. Moody's sees unlikely the longer-term risks of three
console platforms shrinking to one which would dominate the
industry (though two is possible if not likely in Moody's view),
and would reduce Activision Blizzard's ability to leverage its
content in negotiating favorable profit sharing rates. Moody's
also believes that the company is unlikely to experience negative
impact from regulatory risk that may restrict the production of
mature and violent content as the industry already polices itself
with a rating system which identifies mature content and limits
the sale of such content to minors under 17.

The rating is supported by the company's conservative financial
policies, as proven by its history of little debt and high balance
sheet cash (around $3.3 billion as of 6/30/2013 and pro forma for
the transaction). Moody's expects the company to maintain its
average debt-to-EBITDA leverage between 3.0x-3.5x (including
Moody's standard adjustments which add around a quarter of turn to
reported leverage) over the rating horizon, assuming modest
prepayment on the term loan and some earnings volatility based on
the release schedule, as well as maintain strong internal and
external liquidity to weather such volatility. Moody's does not
anticipate significant debt-financed acquisitions, dividends or
share repurchases in the near-term.

Activision's SGL-1 Speculative Grade Rating (SGL) reflects Moody's
expectation that it will maintain an excellent liquidity profile
over the next twelve months, characterized by a cash balance of
over $3 billion (as of 6/30/2013 pro forma the buyout
transaction), strong free cash flow generation of around $600
million and full availability expected under its $250 million
revolving credit facility (maturing 2018). Around 60% of the free
cash flow is generated abroad, limiting the company's access to
cash located abroad (around 60% at 6/30/2013) in a distressed
scenario. Nevertheless, the large international cash balance
supports the rating in the event of an unforeseen event. Given the
conservative fiscal policy, in the case of a tax holiday Moody's
expects the company will repatriate a large portion of the cash
and apply it to more aggressive debt paydown which would improve
the company's credit. In the meantime, Moody's expects US cash to
be sufficient to service the debt and capital expenditures.

The stable outlook reflects Moody's expectation that the company
will continue to monetize existing franchises and focus on
international expansion, while developing new potential
franchises. Moody's expects leverage (Moody's adjusted) to average
between 3.0x-3.5x over the next 12 to 24 months.

A rating downgrade could occur if the company's liquidity position
becomes pressured due to degredation of its existing game customer
base and inability to replace weakening franchises with new ones,
or if leverage is expected to be sustained over 3.75x (with
Moody's standard adjustments). A downgrade could also occur if the
company increases debt to engage in shareholder friendly
activities in a manner such that there appears to be a shift
towards a more aggressive fiscal policy and an undermining of its
commitment to maintain its current credit ratings.

A rating upgrade could occur in the case of a material increase in
business diversity through the development of new franchises that
results in more stable and predictable revenue and cash flow,
higher EBITDA margins, along with leverage sustained comfortably
under 2.75x (with Moody's standard adjustments).

Activision Blizzard's ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Activision Blizzard's core
industry and believes its ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Activision Blizzard, Inc., based in Santa Monica, CA, is a global
game developer and publisher. Its franchises include Call of Duty,
Diablo, World of Warcraft and Skylanders.


ACTIVISION BLIZZARD: S&P Assigns 'BB+' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned U.S. video game
publisher Activision Blizzard Inc. a 'BB+' corporate credit
rating.  The outlook is stable.

At the same time, S&P assigned Activision's proposed senior
secured credit facilities and $1 billion senior secured notes due
2020 an issue-level rating of 'BBB' (two notches higher than the
corporate credit rating), with a recovery rating of '1',
indicating S&P's expectation for very high (90% to 100%) recovery
for debtholders in the event of a payment default.  The credit
facilities consist of a $250 million revolving credit facility due
2018 (undrawn at close) and a $2.25 billion term loan due 2020.

In addition, S&P assigned the proposed $1 billion senior unsecured
notes due 2021 and $500 million senior unsecured notes due 2023 an
issue-level rating of 'BB+' (the same as the corporate credit
rating), with a recovery rating of '4', indicating S&P's
expectation for average (30% to 50%) recovery for debtholders in
the event of a payment default.

The proposed transaction will help Activision repurchase
429 million shares from its current majority shareholder Vivendi.
Post transaction, Vivendi will become a minority shareholder with
about a 12% stake.  The largest shareholders in the company will
then be an investor group led by Activision's CEO and Co-Chairman,
with an aggregate pro forma 24.9% equity interest.

The 'BB+' corporate credit rating incorporates S&P's assumption of
fairly stable operating performance (subject to changes in release
slate), heightened competition for leisure time activity from
other electronic media, increasing barriers to entry, intense
industry rivalry between video game publishers, and the
unpredictablele success of new video game titles that are not
franchise titles.

Activision is one of the largest video game publishers in the
world, with several well-known video game franchises, including
"Call of Duty," "World of Warcraft," and "Diablo."  The company
has a history of developing and introducing successful new
franchises such as "Skylanders."  Established franchise games
enable Activision to introduce sequels and brand extensions, which
are less risky than introducing a new franchise game without any
existing brand equity or user base.  However, there is a
continuing need to introduce new franchise games on a regular
basis to offset lifecycle declines in established franchises,
especially older franchises.  For example, "World of Warcraft"'s
(introduced in 2004) subscriber base peaked in 2010 at more than
12 million, but declined to 7.7 million as of June 30, 2013.
Activision has more than offset that revenue pressure by launching
a very successful "Skylanders" franchise game and toys and
capitalizing on the success of "Call of Duty."  It is unclear
whether Activision will be able to continue to introduce new
franchise games to offset future declines in established franchise
games.  This is especially important as top four franchises ("Call
of Duty," "World of Warcraft," "Diablo," and "Skylanders")
accounted for 88% of the company's total revenues in 2012, which
S&P views as a concentration risk.


AGFEED INDUSTRIES: Withdraws Bid to Employ Mackinac Partners
------------------------------------------------------------
AgFeed Industries, Inc. has withdrawn its motion for an Order
authorizing the Debtors to retain Mackinac Partners, LLC as
restructuring advisor and designate Keith A. Maib as Chief
Restructuring Officer, nunc pro tunc to the Petition Date, and
approving related agreements.

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79
million, absent higher and better offers.  The Debtors estimated
assets of at least $100 million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.


AGFEED INDUSTRIES: Can Employ Young Conaway as Counsel
------------------------------------------------------
AgFeed USA, LLC, et al., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as bankruptcy attorneys.

The principal attorneys and paralegal presently designated to
represent the Debtors and their current hourly rates are:

  Robert S. Brady, Esq. -- rbrady@ycst.com             $730
  Donald J. Bowman, Jr., Esq. -- dbowman@ycst.com      $420
  Robert F. Poppiti, Esq. -- rpoppiti@ycst.com         $355
  Ian J. Bambrick, Esq.  -- ibrambrick@ycst.com        $300
  Ashley E. Markow, Esq. -- amarkow@ycst.com           $285
  Chad Corazza, Paralegal                              $175

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Mr. Brady assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Mr. Brady discloses that pursuant to
an engagement agreement, on Feb. 14, 2013, the firm received a
retainer of $60,000 and additional retainer supplements of $60,000
in March, $50,000 in April, $150,000 in May, $100,000 in June, and
$300,000 in July, in connection with the planning and preparation
of a Chapter 11 filing and the postpetition representation of the
Debtors.

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79
million, absent higher and better offers.  The Debtors estimated
assets of at least $100 million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.


AK STEEL: Weak Steel Market Prompts Moody's to Lower CFR to B3
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of AK Steel Corporation to B3 from
B2 and B3-PD from B2-PD. At the same time, Moody's downgraded the
company's senior unsecured notes rating to Caa1 from B3 and senior
secured notes rating to B2 from B1. The notes are guaranteed by AK
Steel Holding Corporation. The speculative grade liquidity rating
remains unchanged at SGL-3. The outlook is stable. This concludes
the review for downgrade initiated on July 24, 2013.

Downgrades:

Issuer: AK Steel Corporation

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Corporate Family Rating, Downgraded to B3 from B2

Senior Secured Regular Bond/Debenture Dec 1, 2018, Downgraded to
B2, LGD 3, 33%, from B1

Senior Unsecured Conv./Exch. Bond/Debenture Nov 15, 2019,
Downgraded to Caa1 from B3

Senior Unsecured Regular Bond/Debenture May 15, 2020, Downgraded
to Caa1 from B3

Senior Unsecured Regular Bond/Debenture Apr 1, 2022, Downgraded to
Caa1 from B3

Issuer: Butler County Industrial Dev. Auth., PA

Senior Unsecured Revenue Bonds Jun 1, 2024, Downgraded to Caa1from
B3

Issuer: Ohio Air Quality Development Authority

Senior Unsecured Revenue Bonds Jun 1, 2024, Downgraded to Caa1
from B3

Issuer: Rockport (City of) IN

Senior Unsecured Revenue Bonds Jun 1, 2028, Downgraded to Caa1
from B3

Outlook Actions:

Issuer: AK Steel Corporation

Outlook, Changed To Stable From Rating Under Review

Ratings Rationale:

The ratings downgrade reflects Moody's belief that AK Steel's
operating performance will not evidence strong improvement in 2013
or 2014 given the ongoing weak demand environment affecting the
steel industry and the company's high debt balances relative to
earnings generation capability. In addition, margins are expected
to remain under pressure. Although hot-rolled prices have
recovered recently from the approximately $600/ton level seen
earlier in the year to around $650/ton at the end of August 2013,
risk to the downside remains. Steel demand continues unable to
break above current levels, reflective of the slow recovery in the
US, economic weakness in Europe, and deceleration in developing
markets, notably in China. U.S. steel producers also face stiff
competition from imports as well as lingering industry-wide
overcapacity which, in combination with weak demand, is
maintaining pressure on prices and the ability to achieve more
robust and sustainable price levels supportive of stronger
profitability.

AK Steel's key debt protection metrics such as debt/EBITDA and
EBIT/interest of 13.1 times and -0.1 times respectively for the 12
months ending June 30, 2013 are well below metrics appropriate for
the "B" rating level. However, Moody's believes that the company
will start to realize cost benefits from lower iron ore and coking
coal prices over the next several quarters which, with relative
stability in shipments and prices on a par with or slightly better
than anticipated 2013 levels should contribute to the debt/EBITDA
and EBIT/interest ratios improving to levels around 7.5x and 1.0x,
respectively, over the next 12 to 18 months. However, a recovery
of these metrics to levels that support a higher rating than a B3
within the foreseeable time horizon is unlikely.

The ratings downgrade also reflects AK Steel's tightening
liquidity position given the cash requirements in the second
quarter of 2013 and the reduction in the company's cash position
to approximately $58 million at June 30, 2013 from $192 million at
March 31, 2013 and $227 million at December 31, 2012. In addition
to weak operating performance, free cash flow will be further
constrained by still sizeable pension contributions although the
company has made its last substantive VEBA payment. The company
has stated that it expects contributions to its master pension
trust of $181.5 million, $210 million and $125 million for 2013,
2014, and 2015 respectively. In addition, AK Steel has a remaining
$100 million capital contribution requirement to Magnetation LLC
(49.9% interest), which the company expects will be made in 2014.
The depletion of cash balances and Moody's expectation of near
term cash burn will prevent the company from meaningfully reducing
debt over the near term.

AK Steel's B3 corporate family rating reflects the weak debt
protection metrics and high leverage evidenced by the company as
challenging conditions in the U.S. steel industry continue to
negatively impact the level of operating improvement that can be
achieved and sustained. The rating captures Moody's expectation
that given the headwinds facing the industry and ongoing weak
macroeconomic fundamentals, performance for the remainder of 2013
will remain flat relative to the first half while 2014 will
exhibit slow improvement with spot prices remaining volatile
absent a broad-based recovery in global steel demand. The rating
also captures Moody's expectation that the company's cost position
challenges will ease somewhat over the next several quarters given
the weakness in iron ore and coking coal prices.

The rating also considers AK Steel's position as a mid-tier steel
producer. The company's business mix including a meaningful level
of value added products, including coated, electrical and
stainless products, as well as its strong contract position are
supporting factors in the rating.

The SGL-3 speculative grade liquidity rating reflects Moody's view
that AK Steel will maintain adequate liquidity over the next four
quarters. Moody's believes that despite its expectations for
increased borrowings under its $1.1 billion asset backed revolving
credit facility (ABL), availability to cover near-term cash
requirements such as working capital and capital expenditures will
be sufficient. Moody's also anticipates that during the forecast
period, the company will not be required to test its ABL
maintenance covenant consisting of a 1.0 times minimum fixed
charge ratio, tested only when availability is less than $137.5
million. Moody's notes that downward pressure on the company's
liquidity profile could occur should borrowings under the ABL
exceed its current expectations.

The B2 rating on the company's senior secured notes (secured by
plant, property and equipment) reflects the instrument's priority
position in the capital structure relative to a considerable
amount of unsecured liabilities below it. The Caa1 rating on the
senior unsecured notes reflect the junior position of these
instruments relative to the secured notes, the ABL revolver and
priority accounts payables.

The stable outlook reflects Moody's view that the significant
deterioration in the company's operating performance has bottomed
and some improvement will be evidenced over the next twelve to
eighteen months through cost benefits arising from more favorable
raw materials prices. The stable outlook also reflects Moody's
view that AK Steel will maintain adequate liquidity as evidenced
by sufficient availability under its credit facilities.

The rating could be downgraded should the company's liquidity
position deteriorate materially due to weak operating performance
and cash burn, EBIT margins not evidence an improving trend to at
least 3.0%, EBIT/interest be sustained below 1.5 times and
debt/EBITDA be sustained above 6 times.

Given the company's weak metrics and Moody's expectation that
industry conditions will not meaningfully improve over the next 12
to 18 months, a rating upgrade is unlikely. Upward ratings
momentum could occur should steel prices return to more robust and
sustainable levels and, together with an improved cost position,
lead to stronger credit metrics such as EBIT/interest sustainable
at 2.5 times and debt/EBITDA sustainable at no more than 5 times.

The principal methodology used in this rating was the Global Steel
Industry Methodology published in October 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in West Chester, Ohio, AK Steel produces flat-rolled
carbon steels, including coated, cold-rolled and hot-rolled
products, as well as specialty stainless and electrical steels.
Revenues for the twelve months ending June 30, 2013 were $5.7
billion.


ALLIED SYSTEMS: Ch. 11 Auction Called A 'Sham' by Losing Bidder
---------------------------------------------------------------
Law360 reported that the losing bidder for Allied Systems Holdings
Inc. urged a Delaware bankruptcy judge on Sept. 3 to reject a
proposed $105 million sale to a pair of private equity firms,
saying the car hauler's Chapter 11 auction was a "sham" that
ignored court-approved rules.

According to the report, Allied tapped the combined bid from units
of PE firms Black Diamond Capital Partners LLC and Spectrum
Investment Partners LP as the highest and best offer following a
two-day auction last month, but Jack Cooper Holdings Corp.
contends the process failed to follow the court-approved bidding
and sale procedures.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

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

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMC ENTERTAINMENT: IPO No Impact on Moody's 'B2' CFR
----------------------------------------------------
Moody's said that the Registration Statement on Form S-1 relating
to an initial public offering of shares of common stock of AMC
Entertainment Holdings, Inc., the parent of AMC Entertainment,
Inc. does not impact AMC Entertainment's B2 corporate family
rating or stable outlook.

Headquartered in Leawood, Kansas, AMC Entertainment operates 343
theatres with 4,937 screens primarily in major metropolitan
markets in the United States. Its revenue for the twelve months
ended June 30 was approximately $2.7 billion. Dalian Wanda Group
Co. Ltd., a Chinese private conglomerate and China's largest
investor in cultural and entertainment activities, owns AMC
Entertainment.


AMERICAN AXLE: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Ratings (IDRs)
of American Axle & Manufacturing Holdings, Inc. (AXL) and its
American Axle & Manufacturing, Inc. (AAM) subsidiary. Fitch also
has affirmed the ratings on AAM's secured revolving credit
facility and 9.25% senior secured notes at 'BB+/RR1'. Fitch has
upgraded AAM's senior unsecured notes rating to 'B/RR5' from 'B-
/RR6'. A full list of the rating actions taken on AXL and AAM is
included at the end of this release. AAM's ratings apply to a $365
million secured revolving credit facility, $340 million in senior
secured notes and $1.2 billion of senior unsecured notes. The
Rating Outlook for both AXL and AAM is Positive.

Key Rating Drivers

The ratings and Positive Outlook for AXL and AAM are supported by
Fitch's expectation that the drivetrain and driveline supplier's
credit profile will strengthen over the intermediate term, despite
some deterioration over the past year. AXL continues to benefit
from strong pickup and sport-utility vehicle (SUV) production at
its two largest customers, General Motors Company (GM) and
Chrysler Group LLC (Chrysler), and the company's margins are
rising back toward their historically strong levels among the
strongest in the U.S. auto supply industry. Weakness in AXL's
profitability and credit profile over the past year was largely
due to factors that Fitch views as temporary, including production
inefficiencies tied to two new product programs, as well as
incremental costs tied to the closure of the company's Detroit
Manufacturing Complex (DMC) and Cheektowaga Manufacturing Facility
(CKMF).

Looking ahead, Fitch views the increasing diversification of AXL's
book of business as a credit positive that will reduce the
company's outsized reliance on U.S. light truck production.
Passenger car, crossover, and commercial vehicle related programs
comprise a growing portion of the company's revenue base, while an
expanding list of customers is reducing AXL's traditional reliance
on GM for the majority of its business. The latter includes an
increasing number of non-U.S. manufacturers, as well, which will
further geographically diversify the company's revenue base. AXL's
backlog of new business currently stands at $1.25 billion, 60% of
which is for passenger car and crossover programs and 40% is for
programs outside North America. By mid-decade, AXL expects about
half of its revenue base to come from non-GM programs. It is
notable, however, that the company's current exposure to the weak
European market remains small, with only 3% of its 2012 revenue
generated in the region.

The upgrade of AAM's senior unsecured notes recovery rating to
'RR5' from 'RR6' reflects Fitch's revised recovery expectations
for the notes in a distressed scenario. Growth in AXL's overall
business has led Fitch to increase its assumed enterprise value
for the company in a post-distressed scenario. This, combined with
a significant improvement in the funded status of the company's
pension plans, has increased the estimated recovery of the senior
unsecured notes to the 10% to 30% range in a distressed scenario
from Fitch's earlier estimate of 0% to 10%. The recovery ratings
of 'RR1' on AAM's secured revolving credit facility and its senior
secured notes continues to be based on their strong collateral
coverage, including virtually all of the assets of AXL and AAM,
leading to recovery prospects of 90% or higher in a distressed
scenario.

Despite its increasing revenue diversification, AXL's ratings will
continue to be weighed upon in the near term by its ongoing heavy
exposure to GM's light truck platform, although the significant
progress AXL has made in reducing its cost base places it in a
better position today to withstand any future downturn in light
truck demand. Also, with the recent redesign of GM's full-size
pickups and the forthcoming redesign of its SUVs, Fitch expects
near-term demand for GM's full-size trucks and SUVs to remain
high, which will benefit AXL's near-term profitability. AXL's
ratings are also weighed upon by risks associated with the large
number of new programs currently ramping up. Although Fitch views
the increasing diversification as a credit positive overall, there
are risks associated with the start-up of new programs, as was
seen in 2012. Free cash flow in the near term is likely to be
pressured somewhat by increased capital spending and temporary
production inefficiencies tied to new program starts, even if the
programs ramp up smoothly.

Free cash flow (calculated as net cash from operations less gross
capital expenditures) in the 12 months ended June 30, 2012, was a
use of $403 million, pressured by a number of non-recurring items.
These included increased cash costs related to the aforementioned
starts, including unexpected costs tied to the production issues
that have since been largely rectified. Free cash flow also was
negatively affected by higher-than-normal capital spending related
to new product programs, as well as cash costs related to the
closure of DMC and CKMF and the reallocation of production from
those plants to other facilities. Also included in Fitch's
calculation of free cash flow is $225 million of pension
contributions made in the latter half of 2012, which included $115
million related to an agreement with the Pension Benefit Guaranty
Corporation (PBGC) following the DMC and CKMF plant closures. The
PBGC-related contribution was funded with a portion of the
proceeds from a $550 million debt issuance during the third
quarter of 2012.

Going forward, Fitch expects free cash flow to improve as new
product programs get underway and capital spending trends down
toward more typical levels once the company progresses past the
heaviest part of its new business roll-out. Also, following the
significant pension contributions in 2012, AXL is not expected to
have any meaningful required pension contributions for the next
several years, which will further bolster free cash flow. For
2013, above-normal capital spending is likely to keep free cash
flow for the year modestly negative, but Fitch expects it to grow
and turn positive in 2014 on higher production, improved margins
and lower capital spending.

Despite the negative free cash flow in the 12 months ended
June 30, 2013, overall liquidity remains adequate. Cash and cash
equivalents at June 30, 2013, totaled $79 million, and the company
had $342 million available on its $365 million secured revolver.
AXL had no meaningful near-term debt maturities at June 30, 2013,
although AXL has the opportunity to pre-pay $42.5 million of its
9.25% senior secured notes in the fourth quarter of 2013, and it
can call the remaining senior secured notes for redemption in
January 2014. Overall, Fitch expects cash and revolver
availability to remain more than sufficient over the intermediate
term, although the company could access the capital markets within
the next few months to fund the redemption of the secured notes.

AXL's leverage (debt/Fitch-calculated EBITDA) increased during the
12 months ended June 30, 2013, to 4.8x from 3.4x in the year-
earlier period on an increase in debt and a decline in EBITDA.
Overall, debt rose to $1.5 billion from $1.2 billion while Fitch-
calculated EBITDA declined to $322 million from $347 million.
Fitch expects leverage to improve meaningfully over the
intermediate term as the company looks for opportunities to reduce
debt and as EBITDA grows on higher business levels and stronger
margins. Fitch expects leverage to trend down toward the mid-3x
range by year-end 2013 and potentially below 3x by the end of
2014.

Fitch does not view AXL's defined benefit pension plans as a
significant credit risk. At year-end 2012, the plans were 83%
funded on a projected benefit obligation (PBO) basis, equating to
a $147 million net liability. The substantial contributions that
the company made to the plans in 2012 more than offset the effect
of lower interest rates on the PBO calculation. AXL's PBO
calculation was based on a 4% discount rate, and Fitch expects
that if the rise in long-term interest rates seen thus far in 2013
holds through year end, it will have a meaningful positive effect
on the plans' underfunded status at year end 2013. As noted
earlier, following substantial pension contributions in 2012,
Fitch does not expect AXL to have any required pension
contributions in the U.S. over the intermediate term.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- Continued progress on diversifying the company's revenue base.
-- Sustained positive free cash flow generation.
-- A decline in leverage to the mid-3x range.
-- Sustained EBITDA margins of 12% or higher.

Negative: The current Rating Outlook is Positive. As a result,
Fitch's sensitivities do not currently anticipate developments
with a material likelihood, individually or collectively, of
leading to a rating downgrade. However, the following developments
could lead Fitch to revise the Rating Outlook to Stable or
Negative or downgrade the ratings.

-- Significant production inefficiencies and associated cash burn
   tied to the start-up of new programs.
-- A lack of progress on meaningful leverage reduction.
-- A shift in management's plans to strengthen the company's
   credit profile.
-- An unexpected prolonged disruption in the production of GM's
   full-size pickups and SUVs.

Fitch has taken the following rating actions with a Positive
Outlook:

AXL
-- Issuer Default Rating (IDR) affirmed at 'B+'.

AAM
-- IDR affirmed at 'B+';
-- Secured credit facility rating affirmed at 'BB+/RR1';
-- Senior secured notes rating affirmed at 'BB+/RR1';
-- Senior unsecured notes rating upgraded to 'B/RR5' from
   'B-/RR6'.


AMERICAN POWER: Files Copy of Conference Call Transcript with SEC
-----------------------------------------------------------------
American Power Group Corporation held a telephonic conference call
to provide an update on the Company to investors on Aug. 13, 2013.
The Company furnished with the U.S. Securities and Exchange
Commission a transcript of the conference call, a copy of which is
available for free at http://is.gd/iRDprQ

"During the quarter, we recorded record quarterly revenue of about
$2.2 million, which grew 142% over the same quarter of last year.
Oil and gas, dual fuel conversions continue to dominate our
revenue results which included our second high pressure fracking
rig conversion," said Chuck Coppa, chief financial and chief
operating officer.

"[W]e believe our cash on hand, availability of our bank lines and
go forward revenue are adequate to support the remaining EPA
approvals, calibrations and business development activities needed
to meet our objectives and become cash flow positive on a
sustained basis," Mr. Coppa added.

                      About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100% diesel fuel operation at any time.  The proprietary
technology seamlessly displaces up to 80% of the normal diesel
fuel consumption with the average displacement ranging from 40% to
65%.  The energized fuel balance is maintained with a proprietary
read-only electronic controller system ensuring the engines
operate at original equipment manufacturers' specified
temperatures and pressures.  Installation on a wide variety of
engine models and end-market applications require no engine
modifications unlike the more expensive invasive fuel-injected
systems in the market. See additional information at:
www.americanpowergroupinc.com.

American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million during the prior year.  The Company's balance sheet at
June 30, 2013, showed $10.51 million in total assets, $4.01
million in total liabilities, all current, and $6.49 million in
stockholders' equity.


ARCHDIOCESE OF MILWAUKEE: Judge Asked by Creditors to Leave Case
----------------------------------------------------------------
Laurie Goodstein, writing for The New York Times, reported that a
federal judge who ruled in favor of the Roman Catholic Archdiocese
of Milwaukee in bankruptcy proceedings, and against sexual abuse
victims and other creditors, is being asked by the creditors to
recuse himself because they say he has a conflict of interest.

According to the report, Judge Rudolph T. Randa ruled in late July
that the archdiocese did not have to turn over the millions in its
cemetery trust fund to a group of creditors who include hundreds
of abuse victims. But lawyers for plaintiffs say the judge has a
conflict of interest because many of his family members are buried
in archdiocesan cemeteries.

In his ruling, Judge Randa decided that forcing the archdiocese to
tap its cemetery fund would violate the First Amendment's free
exercise of religion clause and the Religious Freedom Restoration
Act, a law passed by Congress in 1993, the report related.

"For the church and therefore Catholics, cemeteries reflect the
Catholic belief in the resurrection of Jesus and the community's
commitment to the corporeal work of mercy of burying the dead,"
Judge Randa wrote.

The ruling reversed an earlier decision by a federal bankruptcy
judge and was a victory for Archbishop Jerome E. Listecki of
Milwaukee, and for his predecessor, Cardinal Timothy M. Dolan, now
the archbishop of New York, who established the cemetery trust in
Milwaukee in 2007, the report said.  Documents made public in July
revealed that when Cardinal Dolan sought the Vatican's permission
to move nearly $57 million into a cemetery trust, he said it would
help protect the money from legal claims.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARSLOANE ACQUISITION: S&P Assigns 'B+' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to ARSloane Acquisition LLC.  The outlook is stable.

In addition, S&P assigned a 'BB-' issue-level rating with a
recovery rating of '2' to operating company Pitney Bowes
Management Services Inc.'s (PBMS) $50 million revolving credit
facility and $215 million first-lien term loan.  At the same time,
S&P assigned a 'B-' issue-level rating with a recovery rating of
'6' to PBMS' $100 million second-lien term loan.  The '2' recovery
rating indicates expectations of substantial (70% to 90%) recovery
in the event of a payment default by the borrower and a '6'
indicates expectations for negligible (0% to 10%) recovery.

"Our ratings on ARSloane, parent company of PBMS, reflect the
company's 'weak' business profile, characterized by its heavy
exposure to the mature mail and print handling and document
management market and its 'aggressive' financial profile under our
zriteria," said Standard & Poor's credit analyst Jacob Schlanger.
Partially offsetting these issues is the stability provided by
long-term and recurring contracts as well as the critical role
mail and print continues to play in many businesses.  In S&P's
assessment, the company's management and governance is "fair".

PBMS manages complex, confidential, and regulated business
information and communications for major corporate and public
sector customers.  The company operates and manages on-site and
off-site mail and print centers for its clients, and provides
customer communications management (CCM) and document management
solutions (DMS) services.  It has more than 500 customers across
more than 1,400 on-site locations and more than 90% of revenues
come from the U.S.  The mail and print business accounts for
nearly 75% of sales and the company has leading positions in both.
The company has recently begun to concentrate on several verticals
that provide additional opportunities for value-added services,
but S&P do not expect these efforts to result in material
incremental growth in the near term.

The stable outlook reflects S&P's expectations that the company
will continue to slowly increase revenues and post modest margin
improvement.  If weaker-than-expected operating performance post
spin-off results in a deterioration of the company's business
position or profitability, or if acquisitions cause leverage to
exceed 5x, S&P could lower the rating.  Given the company's
private equity ownership, S&P do not expect to raise the rating.


AS SEEN ON TV: Sells eDiets' Fresh Meal Delivery Business
---------------------------------------------------------
As Seen On TV, Inc.'s subsidiary eDiets.com, Inc., has agreed to
sell assets relating to its fresh and frozen meal delivery
business for approximately $1.1 million to Chefs Diet National
Co., LLC, a subsidiary of Chef's Diet Holding Co., LLC, a private
company based in New York.

"Over the past few months, we have reviewed our portfolio of
businesses to determine which assets fit our growth and return
objectives and which are better owned by others," said Ronald C.
Pruett, Jr., ASTV's chief executive officer.  "The sale of our
meal delivery operation to a fine partner like Chef's Diet
National serves our customers well and allows us to expand our
promising digital platform.  ASTV and our brand eDiets are
entering an exciting new phase and we're eager to continue our
momentum."

The acquired assets consist primarily of a customer database of
active and inactive eDiets customers.  In addition, eDiets agreed
to grant Chef's Diet a perpetual royalty-free license to content
and certain other intellectual property used in connection with
the eDiets meal delivery business.

The transaction is expected to close on or before Sept. 30, 2013.

A copy of the Asset Purchase Agreement is available for free at:

                        http://is.gd/tJX9gY

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.

As Seen On TV, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$3.69 million on $10.10 million of revenues for the year ended
March 31, 2013, as compared with a net loss of $8.07 million on
$8.16 million of revenues during the prior year.

EisnerAmper LLP, in Edison, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at June 30, 2013, showed $23.81
million in total assets, $13.05 million in total liabilities and
$10.75 million in total stockholders' equity.


BBX CAPITAL: Bluegreen Posts $26MM Income in Half Year 2013
-----------------------------------------------------------
BBX Capital Corporation furnished presentation materials relating
to Bluegreen.  Those materials have been prepared by Bluegreen and
are to be included in one or more presentations to be made by
Bluegreen.

For the six months ended June 30, 2013, Bluegreen reported income
from continuing operations of $26 million on $119 million of sales
of VOIs, as compared with income from continuing operations of $25
million on $95 million of sales of VOIs for the same period last
year.

As of June 30, 2013, Bluegreen had $1.05 billion in total assets,
$786.91 million in total liabilities and $266.19 million in total
shareholders' equity.

BBX Capital holds a 46 percent equity interest in Woodbridge
Holdings, LLC, which owns 100 percent of Bluegreen Corporation.

A copy of the presentation materials is available for free at:

                         http://is.gd/QLIZiJ

                          About BBX Capital

BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is
a diversified investment and asset management company.  The
business of BBX Capital includes real estate ownership, direct
acquisition and joint venture equity in real estate, specialty
finance, and the acquisition of controlling and non controlling
investments in operating businesses.

BBX Capital disclosing net income of $235.76 million in 2012, a
net loss of $28.74 million ncome in 2011 and a net loss of $143.25
million in 2010.  As of June 30, 2013, the Company had $442.03
million in total assets, $196.63 million in total liabilities and
$245.39 million in total stockholders' equity.

                            *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Furthermore, the holding company must
also submit a capital plan to maintain and enhance its capital
position.


BIOZONE PHARMACEUTICALS: Sells $2 Million Convertible Notes
-----------------------------------------------------------
BioZone Pharmaceuticals, Inc., entered into a Securities Purchase
Agreement with MusclePharm Corp. pursuant to which the Company
sold (i) $2,000,000 of its 10 percent secured convertible
promissory notes due one year from the date of issuance and (ii) a
warrant to purchase 10,000,000 shares of the Company's common
stock, at an exercise price of $0.40 per share, for gross proceeds
to the Company of $2,000,000.

The entire principal amount and any accrued and unpaid interest on
the Note is due and payable in cash on the Maturity Date.  The
Note bears interest at the rate of 10 percent per annum.  The Note
is convertible into shares of the Company's common stock at an
initial conversion price of $0.20 per share, subject to
adjustment.  The Company may prepay any outstanding amount due
under the Note, in whole or in part, prior to the Maturity Date.
The Note is subject to certain "Events of Defaults" which could
cause all amounts due and owing thereunder to become immediately
due and payable.  Among other things, the Company's failure to pay
any accrued but unpaid interest when due, the failure to perform
any obligation under the "Transaction Documents" or a
determination that any representation or warranty made by the
Company in connection with the Transaction Documents will prove to
have been incorrect in any material respect shall constitute an
Event of Default under the Transaction Documents.

The Warrant is immediately exercisable and expires ten years after
the date of issuance.  The Warrant has an initial exercise price
of $0.40 per share.  The Warrant is exercisable in cash or by way
of a "cashless exercise" while a registration statement covering
the shares of Common Stock issuable upon exercise of the Warrant
or an exemption from registration is not available.

The Company is prohibited from effecting a conversion of the Note
or exercise of the Warrant to the extent that as a result of that
conversion or exercise, the Buyer would beneficially own more than
4.99 percent in the aggregate of the issued and outstanding shares
of the Company's common stock, calculated immediately after giving
effect to the issuance of shares of common stock upon conversion
of the Note or exercise of the Warrant, as the case may be.

In connection with the sale of the Note and the Warrant, the
Company, the Buyer and the collateral agent for other secured
creditors of the Company (including our Chairman, Roberto Prego-
Novo) agreed to enter into an Amended and Restated Pledge and
Security Agreement pursuant to which all of the Company's
obligations under the Note are secured by a perfected security
interest in the name of the Buyer in all of the tangible and
intangible assets of the Company, including all of its ownership
interest in its subsidiaries, pari pasu, with the previous secured
creditors, all of which is subordinated to the accounts receivable
lender to the Company.  Further, pursuant to the Security
Agreement, the Buyer, the collateral agent and the prior secured
creditors agreed to further subordinate the granted security
interest to a security interest previously granted to another
investor in the Company.

The Company has granted the Buyer "piggy-back" registration rights
with respect to the shares of common stock underlying the Note and
the shares of common stock underlying the Warrant for a period of
12 months from the date of closing.

The Company used proceeds from the sale of the Note to repay
amounts owed under outstanding promissory notes issued by the
Company to its former executive vice president and for general
working capital purposes.

                  About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $7.70 million in total assets,
$13.00 million in total liabilities and a $5.30 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BON-TON STORES: Board Declares Dividends of 5 Cents Per Share
-------------------------------------------------------------
The Bon-Ton Stores, Inc.'s Board of Directors declared a cash
dividend of five cents per share on the Class A common stock and
common stock of the Company payable Nov. 4, 2013, to shareholders
of record as of Oct. 18, 2013.

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.  As of May 4, 2013, the Company
had $1.59 billion in total assets, $1.51 billion in total
liabilities and $84.79 million in total shareholders' equity.

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BROADCAST INTERNATIONAL: Inks 3rd Amendment to Merger Agreement
---------------------------------------------------------------
Broadcast International, Inc., Alta Acquisition Corporation and
AllDigital Holdings, Inc., entered into a Third Amendment their
Agreement and Plan of Merger on Aug. 26, 2013.

Broadcast and its wholly owned subsidiary, Alta Acquisition
Corporation ("Merger Sub") entered in an Agreement and Plan of
Merger and Reorganization with AllDigital on Jan. 6, 2013.  The
Merger Agreement, as previously amended on April 9, 2013, and
June 30, 2013, contemplates that, assuming the satisfaction of
certain conditions precedent to closing, Merger Sub will be merged
with and into AllDigital, and AllDigital will survive as a wholly-
owned subsidiary of Broadcast.

The primary purpose of the Amendment is to facilitate an offering
of Notes by AllDigital and Broadcast.  The Merger Agreement
requires as a condition to closing that Broadcast have post-merger
financing commitments in place for the purchase of no less than
$1.5 million, and no more than $3.5 million, of Broadcast common
stock.  The Amendment clarifies that the obligation of Broadcast
to obtaining post-merger financing commitments at closing is
reduced by the amount that AllDigital receives in the Note
offering.

In addition, upon closing of the Merger, AllDigital security
holders are to receive a number of shares, options and warrants,
as applicable, equal to 58 percent of the fully diluted capital
stock of Broadcast immediately after closing (but prior to any
financing).  The Amendment clarifies that the Notes are excluded
from the calculation of fully diluted capital stock for both
Broadcast and AllDigital.

Finally, the Amendment requires that certain intellectual property
issues identified by AllDigital be formally resolved before
closing and eliminates the discretionary three-day termination
right that was added with the First Amendment to Agreement and
Plan of Merger on April 9, 2013.

Unregistered Sales of Equity Securities

AllDigital offered and sold an aggregate of $1.325 million in
Convertible Promissory Notes to an aggregate of six individual and
institutional investors.  Closing on the Notes occurred on
Aug. 26, 2013.  Closing on an additional $155,000 in Notes is
expected to occur over approximately the next week.  Although the
Notes were sold and issued by AllDigital, Broadcast countersigned
the Notes, thereby agreeing to the conversion provisions whereby
shares of Broadcast common stock may be issued upon conversion of
the Notes following the Merger.

The Notes bear interest at a rate of 9 percent per annum from and
after Dec. 1, 2013, and are due on Aug. 1, 2014, provided that
absent an event of defaults, the Notes will automatically convert
into shares of common stock of AllDigital or Broadcast prior to
the due date for the Notes.

If the proposed Merger closes prior to Nov. 30, 2013, amounts owed
under the Notes automatically convert into shares of common stock
of Broadcast at a conversion price equal to the lesser of (a) the
lowest price per share at which Broadcast common stock is sold in
an offering of capital stock for cash by Broadcast that closes, or
in which firm commitments are received, on or about the closing
date of the Merger, and (b) the quotient of (i) $15,000,000,
divided by (ii) the number of shares of Broadcast common stock
issued and outstanding immediately following the Merger closing
(assuming the exercise or conversion of all options or warrants to
purchase, and all instruments convertible into, Broadcast common
stock, other than the Notes and related agreements).  Broadcast is
a party to the Notes in order to facilitate these conversion
provisions.

Upon the early to occur of (a) Nov. 30, 2013, if the Merger has
not closed, or (b) the termination of the Merger Agreement,
amounts owed under the Notes automatically convert into shares of
common stock of AllDigital at a conversion price equal to the
lesser of (i) the lowest price per share at which AllDigital's
common stock is sold in an offering of capital stock for cash by
AllDigital that closes, or in which firm commitments are received,
after the date of the Notes and prior to the Merger Termination
Date, and (ii) the quotient of (A) $6,750,000, divided by (B)
number of shares of common stock of AllDigital issued and
outstanding on the Merger Termination Date.

Events of default under the Note include the failure to make
payments on any payment due date, the breach of a non-payment
covenant which continues for 15 days following AllDigital's
receipt of a notice of breach, voluntary bankruptcy or the
continuance of an involuntary proceeding for 30 days after
commencement.  The Notes are not secured, but the holders
otherwise have available standard creditor remedies.

A copy of the Third Amendment to Agreement and Plan of Merger is
available for free at http://is.gd/5eXXja

                    About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.  The Company's balance
sheet at June 30, 2013, showed $1.23 million in total assets,
$7.96 million in total liabilities and a $6.73 million total
stockholders' deficit.


BROADWAY FINANCIAL: PEFR Held 9.9% Equity Stake at Aug. 22
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, CJA Private Equity Restructuring Master Fund I, LP,
and its affiliates disclosed that as of Aug. 22, 2013, they
beneficially owned 1,935,500 shares of common stock of Broadway
Financial Corporation representing 9.9 percent of the shares
outstanding.

On Aug. 22, 2013 upon closing of a private placement, PEFR
purchased an aggregate of 1,935,500 shares of the Company's Common
Stock for total consideration of $1,935,500.

A copy of the regulatory filing is available for free at:

                        http://is.gd/IexVGg

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial disclosed net income of $588,000 on
$19.89 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss of $14.25 million on
$25.11 million of total interest income during the prior year.

The Company's balance sheet at June 30, 2013, showed $345.19
million in total assets, $328.61 million in total liabilities and
a $16.58 million in total shareholders' equity.

Crowe Horwath LLP, in Sacramento, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.


BROADWAY FINANCIAL: Completes Recapitalization
----------------------------------------------
Broadway Financial Corporation, parent of Broadway Federal Bank,
f.s.b., has completed its previously announced plan to
recapitalize its balance sheet, which resulted in an increase of
approximately $27.81 million in the Company's equity attributable
to common stock.

As part of the Recapitalization the Company exchanged common stock
equivalents with an aggregate value of approximately $11.42
million for all of the Company's formerly outstanding preferred
stock, including the Series D and E Fixed Rate Cumulative
Perpetual Preferred Stock held by the United States Department of
the Treasury and the associated accumulated but unpaid dividends
thereon.  The Preferred Stock Exchanges were completed at 50
percent of the aggregate liquidation preferences of the preferred
stock, totaling $17.55 million, and 100 percent of the accumulated
dividends of approximately $2.65 million.

In addition, the Company raised approximately $4.24 million of new
equity capital through the sale of common stock at a price of
$1.00 per share to six institutional investors, led by an entity
affiliated with Gapstow Capital Partners.  The other investors
included both new and current stockholders.  This capital is in
addition to the $200,000 of aggregate common stock sold to
directors and officers in July and November 2012.

Also as part of the Recapitalization, the Company exchanged common
stock equivalents with a value of approximately $2.57 million for
a portion of its senior bank debt.  As a result, the Company's
senior debt was reduced by $2.57 million, from $5 million to
approximately $2.43 million.

The Company entered into a modified loan agreement for the
remaining senior debt that provides for quarterly payments of
interest only for the next 18 months, and monthly payments of
principal and interest to final maturity in February 2019.  In
addition, the senior lender forgave the accrued but unpaid
interest on the entire amount of the original loan, which will be
reported as a pre-tax gain of approximately $1.75 million in the
Company's third quarter.

The combination of the Preferred Stock Exchanges, the Private
Placement, and the transactions related to the Company's senior
debt exchange increased the book value of the Company's common
equity by approximately $27.81 million, and increased the number
of shares of common stock and common stock equivalents by
approximately 18.23 million shares, which represents approximately
90.48 percent of the total number of pro forma shares of common
stock.  The Recapitalization also increased the Company's pro
forma book value to $1.35 per share of common stock as of June 30,
2013, and based on the assumed uses of proceeds, increased the
Bank's pro forma Tier 1 Leverage ratio to 9.99 percent, its pro
forma Tier 1 Risk-Based Capital ratio to 15.86 percent, and its
pro forma Total Risk-Based Capital ratio to 17.15 percent as of
June 30, 2013.

The common stock equivalents issued in the Recapitalization
consist of two new series of non-cumulative preferred stock,
Series F Common Stock Equivalents and Series G Non-Voting
Preferred Stock.  The Series F Common Stock Equivalents are
mandatorily convertible into new common stock if the stockholders
of the Company approve the authorization of additional shares of
common stock at a special meeting that the Company intends to call
in the near future, and the Series G Non-Voting Preferred Stock
will be mandatorily convertible into new non-voting common stock
if the stockholders of the Company approve the creation of a new
series of non-voting common stock at the Special Meeting.  After
the mandatory conversions, the Company's only outstanding equity
securities will be common stock and non-voting common stock.

Chief Executive Officer, Wayne-Kent Bradshaw stated, "Consummation
of the Recapitalization represents a major milestone in our
overall plan to return the Company to a healthy financial position
capable of producing profitable growth for our investors.  We are
especially pleased that we were able to obtain investments from
strong, new investors, such as Gapstow Capital Partners, VEDC,
Economic Resources Corporation, and the California Community
Foundation, which support our mission of serving low-to-moderate
income communities in Southern California.  In addition, we are
thankful for the support of existing stockholders, such as the
National Community Investment Fund, which participated in the
Recapitalization.  In the near term we will accelerate our efforts
to improve operations and pursue growth, implement other steps of
our overall capital plan, and continue our efforts to remove the
restrictions under our Cease and Desist Orders."

Jack Thompson, Head of Financial Institutions Investments of
Gapstow Capital Partners, commented, "We are proud to help
Broadway Financial recapitalize so they can continue making loans
to foster local businesses.  Gapstow Capital Partners has invested
in a number of community banks that, like Broadway Financial, are
the lifeblood of their communities.  We believe that their health
is a vital component of the overall economic recovery in the U.S."

Paul Hughes of BlackTorch Capital served as financial advisor to
the Company.

Arnold & Porter, LLP, served as legal advisor to the Company.

Additional information regarding the transactions comprising the
Recapitalization is available for free at http://is.gd/gKsoBO

                       About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial disclosed net income of $588,000 on
$19.89 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss of $14.25 million on
$25.11 million of total interest income during the prior year.
The Company's balance sheet at June 30, 2013, showed $345.19
million in total assets, $328.61 million in total liabilities and
a $16.58 million in total shareholders' equity.

Crowe Horwath LLP, in Sacramento, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.


CALUMET SPECIALTY: S&P Raises CCR to 'B+'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Calumet Specialty Products Partners L.P. to 'B+'
from 'B'.  At the same time, S&P raised its issue-level rating on
Calumet's senior unsecured debt to 'B+' from 'B'.  The '4'
recovery rating is unchanged.  The outlook is stable.

"We base the ratings upgrade on Calumet's increased size and
geographic diversity, while maintaining good liquidity and
adequate financial ratios.  The partnership has steadily increased
its refining capacity through organic capital spending projects
and acquisitions that have been closely aligned with its core
competencies.  For instance, it has completed six material
acquisitions over the past few years, increasing its production
capabilities by nearly 50%.  In particular, we view its large
exposure to specialty products (about 60% of estimated 2013
EBITDA), which tend to generate premium margins and are less
volatile than generic refined products, provides a competitive
advantage versus peers.  Furthermore, we've become more
comfortable with Calumet's integration risk surrounding its San
Antonio refinery, which the partnership acquired in January 2013,"
S&P said.

"The 'weak' business risk profile primarily reflects the highly
volatile nature of the oil refining industry, as well as the
partnership's relatively small scale," said Standard & Poor's
credit analyst Nora Pickens.

The stable outlook reflects S&P's expectation that the currently
strong refining margins will continue at least through 2013, but
then return to more normalized levels, causing Calumet's debt to
EBITDA to trend toward 3.5x to 4.0x.  S&P could lower the rating
if the partnership has unplanned downtime, integration issues
concerning its recent acquisitions, or industry conditions weaken
materially such that financial performance deteriorates leading to
total debt to EBITDA above 4.5x.  Given Calumet's small size and
MLP corporate structure, S&P views an upgrade as unlikely.


CAMCO FINANCIAL: BKD LLP Replaces Plante & Moran as Accountants
---------------------------------------------------------------
Camco Financial Corporation informed Plante & Moran PLLC that
Plante regarding its dismissal as the Company's independent
registered public accounting firm effective as of Aug. 27, 2013.
The decision to change the Company's independent registered public
accounting firm was recommended by the Company's Audit and Risk
Management Committee and approved by the Board of Directors.

The audit reports of Plante on the consolidated financial
statements of the Company as of and for the years ended Dec. 31,
2011, and 2012 did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.

In a letter to the members of the Company's Audit and Risk
Management Committee, Plante indicated that the Company's internal
controls contained material weaknesses concerning the valuation of
real estate owned and the allowance for loan loss analysis as of
Dec. 31, 2011.  The Company, however, determined that its internal
control over financial reporting was effective as of Dec. 31,
2011.

Regarding the valuation of REO, Plante and the Company's
management, including the Company's Audit and Risk Management
Committee, engaged in multiple discussions on the valuation
assumptions and consideration of observable data for determining
the fair value of REO at the time of acquisition and throughout
the holding period.  Plante requested that the Company provide the
analysis the Company completed to determine the fair value of the
REO in accordance with generally accepted accounting principles.
The Company provided Freddie Mac Home Value Explorer and county
auditor values for properties held at Dec. 31, 2011, as data
points and indicated that this information supported the carrying
value at Dec. 31, 2011.  Plante expressed the opinion that this
information, while not irrelevant, was insufficient to evaluate
fair value as required by GAAP.  Ultimately, after further
analysis by both the Company and Plante of actual property sales
in comparison to fair value estimates, the Company recorded an
entry to reduce the recorded value of REO by $950,000.

Plante and the Company's management, including the Company's Audit
and Risk Management Committee, also engaged in multiple
discussions regarding the allowance for loan loss analysis.
Plante advised the Company as to the effects of multiple minor
deficiencies.  Plante noted that the allowance for loan loss
calculation model contained inherent limitations that needed to be
addressed.  Those limitations included:

   (i) the utilization of too many loan segments for calculating
       historical losses,

  (ii) the utilization of default rates that are not supported by
       factual data for loan segments without historical losses;
       and

(iii) the application of qualitative adjustments to the
       classified loan portfolio but not the general loan
       portfolio.

Plante also advised as to the use of a more appropriate impairment
measurement method for calculating impaired loans and the proper
documentation of those calculations.  Finally, Plante noted there
was limited documentation to support the conclusion as to the
write-downs of two of the three commercial loans sold during 2011,
which were recorded through the allowance for loan losses versus
the loss on sale recognized in the income statement.  The
activities related to loan sales have the potential to have a
material impact on the historical loss calculations for purposes
of the allowance for loan losses.  Since that time, the Company
has modified its allowance for loan loss analysis to address all
of these items.

To be effective as of Aug. 27, 2013, the Company has engaged BKD,
LLP, to be its new independent registered public accounting firm.
During the Company's fiscal years ended Dec. 31, 2011, and 2012,
BKD provided loan review services to assist the Company in
assessing the credit quality of the Company's loan portfolio and
to identify best practices to be considered for improvement of the
Company's lending business.  The Company did not consult Plante
regarding these services, and these services have not been the
subject of any disagreement or any reportable event.

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

                         http://is.gd/uGkL5O

                        About Camco Financial

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.

Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the
Corporation's bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement with the banking regulators, and that failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.

As discussed in Note K, Camco's wholly-owned subsidiary Advantage
Bank's Tier 1 capital does not meet the requirements set forth in
the 2012 Consent Order.  As a result, the Corporation will need to
increase capital levels.

The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.

As of June 30, 2013, the Company's balance sheet showed $756.77
million in total assets, $690.84 million in total liabilities and
$65.93 million in total stockholders' equity.


CARL'S PATIO: Unsecured Creditors' Recovery Up to 4.7% Under Plan
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors submitted to the
U.S. Bankruptcy Court for the District of Delaware a Second
Amended Joint Plan of Liquidation and Disclosure Statement for CP
Liquidating, Inc., et al., fka Carl's Patio, Inc., et al.

The Second Amended Disclosure Statement reveals that unsecured
creditors can recovery up to 4.7% on their claims.

A summary of estimated recoveries by each class is:

Class                          Est. Claim Amt.  Est. Recovery
-----                          ---------------  -------------
Administrative Claims:
Debtors' Professionals                  $0            0%
Creditors Committee's
Professionals                     $367,290       undetermined

Priority Tax Claims                     $0            0%

Class 1 Priority Claims                 $0            0%

Class 2 Secured Claims           Not less than    Unknown
                                    $1,327,215

Class 3 Unsecured Claims       $7,291,255, plus  0% - 4.7%
                              a deficiency claim
                                  from Class 2

Class 4 Equity Interests              N/A             0%

As with the original version, the Amended Plan continues to embody
a Stipulation of Settlement negotiated among the Debtors, the
Creditors Committee, the Buyer of substantially all of the
Debtors' assets and the Debtors' Lender.  The Settlement provides
for a pool of three particular "assets" to be set aside fro the
benefit of unsecured claims and the administrative claims of the
Committee's professionals -- (1) cash totaling $140,000,
consisting of the sum of $25,000 received from the Lender and the
sum of $115,000 received from the Buyer; (2) all claims that may
be asserted against the Debtors' directors' and officers'
liability insurance policy and any other insurance policies; and
(3) all avoidance action claims.

A full-text copy of the Second Amended Disclosure Statement dated
Aug. 30, 2013, is available for free at:

     http://bankrupt.com/misc/CARLSPATIO_2ndAmdDSAug30.PDF

                       About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
had 68 employees.  The company leases all its locations and does
not own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio disclosed $6,228,725 in assets and $13,054,583 in
liabilities as of the Chapter 11 filing.  The Debtor owes $2.19
million on a secured revolver, and $3.01 million on a term loan
from Fifth Third.  The Debtor also has $600,000 of subordinated
debt.

The Official Committee of Unsecured Creditors filed a Plan of
Liquidation for the Debtors in July 2013.  The panel is
represented Cross & Simon, LLC's Christopher P. Simon, Esq. and
Kevin S. Mann, Esq., as well as Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow, LLP's Henry G. Swergold, Esq. and Clifford A.
Katz, Esq.  CBIZ Accounting Tax and Advisory of New York, LLC and
CBIZ, Inc., are the panel's financial advisors.


CATHEDRAL CITY: S&P Raises Rating on Allocation Bonds to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'B+' from 'B' on the Cathedral City Public Financing Authority,
Calif.'s merged project area subordinate non-housing tax
allocation bonds.  The outlook is stable.

The rating action reflects S&P's view of the 2014 increase in
assessed value (AV), strengthening coverage on the subordinate
bonds.

The rating reflects S&P's opinion of:

   -- The project area's pledged revenue's 0.61x net coverage of
      maximum annual debt service (MADS) after the senior bonds
      are paid,

   -- Annually decline in AV in fiscal years 2009 to 2013, and

   -- The city's median household effective buying income at 96%
      of the national level.

Partly offsetting the above weaknesses , in S&P's view, are the
bond's fully funded, cash debt service reserve fund and the
project area's low 0.12 volatility (base-year to total AV) ratio,
which indicates S&P's view that revenue is less sensitive to
fluctuations in AV.

"We calculate that 2014 revenue could cover combined debt service
on the senior and subordinate bonds by 0.93x.  Net coverage of the
subordinate bonds in 2014 from pledged revenue remaining after the
payment of senior debt service is low at 0.62x.  Despite coverage
being below 1x, management reported that they do not anticipate
pulling from the subordinate series debt service reserve.  The
successor agency is able to use unpledged revenue that was
formerly designated as 20% housing set aside to make up the
shortfall on the subordinate bonds.  The debt service reserve for
the subordinate series bonds is currently fully funded with cash
at the debt service reserve requirement," S&P said.


CELL THERAPEUTICS: Parent Had $6MM Financial Standing at July 31
----------------------------------------------------------------
At July 31, 2013, the total estimated and unaudited net financial
standing of CTI Parent Company was $6.3 million.  The total
estimated and unaudited net financial standing of CTI Consolidated
Group as of July 31, 2013, was $8.4 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $7.1 million as of July 31, 2013.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $9.1 million as of July 31, 2013.

As of July 31, 2013, there were no amounts due of a financial or
tax nature, or amounts due to social security institutions or to
employees.

During the month of July 2013, the Company's common stock, no par
value, outstanding decreased by 5,236 shares.  Consequently, the
number of issued and outstanding shares of common stock as of
July 31, 2013, was 114,775,800.

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

                       http://is.gd/Lo3e6P

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

As of June 30, 2013, the Company had $49.23 million in total
assets, $36.12 million in total liabilities $13.46 million in
common stock purchase warrants and a $357,000 total shareholders'
deficit.

                            Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in the regulatory filing.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for PIXUVRI, pacritinib, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights, including
the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the
Company said in its quarterly report for the period ended June 30,
2013.


CENGAGE LEARNING: Apax Partners Protests Chapter 11 Plan Outline
----------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
Cengage Learning Inc.'s Chapter 11 restructuring proposal has
aroused more opposition, this time from Apax Partners LP, the
private equity firm that acquired the textbook company through a
2007 leveraged buyout.

                      About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.

A nine-member official committee of unsecured creditors has been
appointed in the Debtors' Chapter 11 cases.  Arent Fox LLP is the
proposed counsel for the Committee.  FTI Consulting, Inc., serves
as financial advisor to the Committee.  Moelis & Company LLC
serves as investment banker to the Committee.


CLAIRE'S STORES: Incurs $20.7 Million Net Loss in Second Quarter
----------------------------------------------------------------
Claire's Stores, Inc., reported a net loss of $20.67 million on
$366.70 million of net sales for the three months ended Aug. 3,
2013, as compared with a net loss of $7.27 million on $359.61
million of net sales for the three months ended July 28, 2012.

For the six months ended Aug. 3, 2013, the Company reported a net
loss of $47.25 million on $720.70 million of net sales, as
compared with a net loss of $27.19 million on $700.23 million of
net sales for the six months ended July 28, 2012.

As of Aug. 3, 2013, Claire's Stores had $2.72 billion in total
assets, $2.79 billion in total liabilities and a $68.21 million
stockholders' deficit.

As of Aug. 3, 2013, cash and cash equivalents were $73.8 million
and the Company's Revolving Credit Facility was undrawn.  In the
fiscal 2013 second quarter, the Company issued $320 million
aggregate principal amount of 7.75 percent Senior Notes due 2020.
The Company used the net proceeds from these notes, together with
cash on hand, of $467.8 million to redeem all of the outstanding
Senior Fixed Rate Notes and the Senior Toggle Notes, due in 2015,
at par plus accrued interest and to pay transaction fees.

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

                        http://is.gd/T0jzDk

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

                        http://is.gd/KT0zMc

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

Claire's Stores disclosed net income of $1.28 million on $1.55
billion of net sales for the fiscal year ended Feb. 2, 2013, as
compared with net income of $11.63 million on $1.49 billion of net
sales for the fiscal year ended Jan. 28, 2012.

                         Bankruptcy Warning

The Company said the following statement in its annual report for
the fiscal year ended Feb. 2, 2013.

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default:

   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the fiscal year ended
     Feb. 2, 2013.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


COALINGA REGIONAL: S&P Lowers Rating on 2008A COPs to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B-' from 'B' on Coalinga Regional Medical Center, Calif.'s series
2008A certificates of participation (COPs) and subordinate series
2008B COPs.  The outlook is negative.

"The rating action reflects our view of declining hospital
operations," said Standard & Poor's credit analyst Jennifer
Hansen.  "In our opinion, deterioration in the hospital's
underlying creditworthiness raises the risk that at some point the
hospital district could file for bankruptcy, as it did in 2003,
which could potentially interrupt the general property tax
payments pledged to the COPs," Ms. Hansen added.

The rating reflects S&P's view of the medical center's underlying
creditworthiness, particularly:

   -- Declining admissions, largely because of decreases from the
      California Department of Corrections;

   -- Reduced reimbursement for the medical center's significant
      skilled-nursing facility (SNF), although that has been
      lifted for the 2013-14 fiscal year;

   -- Declining financial operations and cash position; and

   -- A very small medical staff of 12 active physicians.

The negative outlook reflects S&P's anticipation that the medical
center will continue to face operational challenges as a result of
lower inpatient volumes and cuts in state reimbursement for SNF.


COMARCO INC: Insured by Hartford in "Chicony" Litigation
--------------------------------------------------------
Comarco, Inc., entered into an agreement with Hartford Casualty
Insurance Company and Hartford Insurance Company of the Midwest
concerning Hartford's obligations to insure the Company in
connection with its ongoing litigation with Chicony Power
Technology, Co. Ltd.

In October 2012, Hartford agreed to defend certain claims brought
against the Company by Chicony, but did not agree to prosecute or
pay for any claims the Company brought against Chicony.  As a
result, the defense of claims brought against the Company by
Chicony have been handled by counsel appointed by Hartford at
Hartford's cost, with any claims the Company brought against
Chicony handled by counsel appointed by the Company at the
Company's cost.

In July 2013, in response to Comarco's stated desire to have
counsel appointed by it representing its consolidated interests
across the entirety of the Company's litigation with Chicony, the
Company entered into discussions with Hartford and subsequently
entered into the Agreement on a means to achieve the Company's
desired representation goal.

Pursuant to the Agreement:

   * Hartford agrees to pay 100 percent of the Company's
     defense costs and 50 percent of the Company's expert fees
     related to the Action through Aug. 31, 2013;

   * In addition to the costs and fees through Aug. 31, 2013,
     on Aug. 27, 2013, Hartford paid the Company a one-time, lump-
     sum payment, the amount of which is subject to the Company's
     confidential treatment request;

   * from and after Sept. 1, 2013, the Company agrees to be solely
     responsible for all of its costs and expenses in pursuing or
     defending any claims concerning the Action; and

   * the Company and Hartford mutually release each other from any
     and all future claims concerning the Action.

The Agreement also contains representations and warranties,
indemnity obligations and other terms customary for an agreement
of this type.

                         About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.  As of April 30, 2013, the Company had $3.86
million in total assets, $11.05 million in total liabilities and a
$7.19 million total shareholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COMMUNITY ACADEMY: S&P Lowers Rating on 2007 Revenue Bonds to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B+' from 'BBB-' on District of Columbia's series 2007 tax-exempt
fixed-rate revenue bonds issued on behalf of Community Academy
Public Charter School (CAPCS).  The outlook is negative.

"The lower rating reflects our assessment of CAPCS' weakened
operating performance in fiscal 2013 based on unaudited results,
slim debt service coverage, very low levels of unrestricted cash
relative to debt, declining enrollment and a recent conditional
charter renewal," said Standard & Poor's credit analyst Sharon
Gigante.

"The negative outlook reflects the potential closure of the Amos 3
campus by the charter authorizer if the school does not meet
certain academic performance goals and our view that the school's
financial position would be further weakened if the closure
results in the loss of more students."  The rating also reflects
S&P's opinion of the general credit risks associated with all
charter schools including the need for multiple charter renewals
over the life of the bonds.

If Amos 3 closes in 2014, it would constitute the second school
closed by the authorizer.  The recent closure of the Rand campus
supports S&P's concern regarding enrollment decline.  In addition,
the lack of a current waiting list of students looking to enroll
at CAPCS and declining academic performance at three of the five
schools in 2011-2012, could result in further enrollment declines
and weaken operating margins even further.

If the school manages to prevent the closure of its Amos 3 campus,
improve its cash levels, and achieves break even to positive
operations on a full accrual basis for fiscal 2014, S&P could
consider a stable outlook.  S&P would likely lower the rating if
the Amos 3 campus is closed, or if the school posts another year
of negative operations on a full accrual basis, liquidity worsens,
or enrollment drops at any of the remaining campuses.  Management
states CAPCS does not have additional debt plans at this time.


COMSTOCK MINING: Completes $8.75 million Public Offering
---------------------------------------------------------------
Comstock Mining Inc. completed its public offering of 4,146,920
shares of its common stock at a price of $2.11 per share.

The net proceeds to the Company from the offering will be
approximately $8.6 million, after deducting underwriting
discounts, commissions and estimated offering expenses.  The
Company intends to use $3 million of the net proceeds from this
offering for expansion of the heap leach pad, supporting near term
production growth.  The Company intends to use the remaining
proceeds for the purchase of lands supporting its current,
district-wide expansion planning and for general corporate
purposes.

International Assets Advisory, LLC, acted as private placement
agent for the offering.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining incurred a net loss of $30.76 million in 2012, a
net loss of $11.60 million in 2011 and a net loss of
$60.32 million in 2010.  As of June 30, 2013, the Company had
$38.45 million in total assets, $21.52 million in total
liabilities and $16.93 million in total stockholders' equity.


CONNECTOR 2000: Insurer Must Back Bonds of Bankrupt Operator
------------------------------------------------------------
Law360 reported that bond insurer ACA Financial Guaranty Corp.
must honor insurance policies it issued on $37 million worth of
toll road bonds owned by a Massachusetts Mutual Life Insurance Co.
affiliate, a New York state appeals court ruled on Sept. 3, even
though the road's operator went bankrupt.

According to the report, the insurer had argued that the
intervening bankruptcy and restructuring of a public-private
entity called Connector 2000 Association Inc., which had floated
$200 million worth of bonds to finance the construction of a
Greenville, S.C., turnpike, had voided the insurance policies.

                      About Connector 2000

Piedmont, South Carolina-based Connector 2000 Association Inc., is
a non-profit association set up by the South Carolina Department
of Transportation to finance, construct and operate the 16-mile
toll road known as the "Southern Connector" in Greenville County,
and to build the South Carolina Highway 153 Extension.

Connector 2000 filed for bankruptcy protection under Chapter 9 of
the Bankruptcy Code (Bankr. D. S.C. Case No. 10-04467) on June 24,
2010, estimating both assets and debts to be between $100 million
and $500 million. Judge David R. Duncan presides over the case.
Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd P.A., serves
as bankruptcy counsel.


COOPER-BOOTH: Gets Extension to File Its Chapter 11 Plan
--------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that a
bankruptcy judge has granted convenience-store supplier Cooper-
Booth Wholesale Co. a two-month extension to file a Chapter 11
restructuring plan as it negotiates payment terms with its
creditors.

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  Blank Rome LLP represents the Debtor in
negotiations with federal agencies concerning the seizure warrant.

Cooper Booth estimated assets of at least $50 million and
liabilities of at least $10 million as of the bankruptcy filing.
As of the Petition Date, the Debtors' total consolidated funded
senior debt obligations were approximately $10.7 million and
consisted of, among other things, $7.72 million owing on a
revolving line of credit facility, $2.83 million owing on a line
of credit for the purchase of equipment, and $166,000 due on a
corporate VISA Card.  PNC Bank asserts that a letter of credit
facility is secured by all personal property owned by Wholesale.
Unsecured trade payables totaled $22.8 million as of May 21, 2013.

Claudia Z. Springer, Esq., Derek J. Baker, Esq., Brian M.
Schenker, Esq., at Reed Smith LLP, in Philadelphia, Pennsylvania,
represent the Banks -- PNC Bank, National Association, and PNC
Equipment Finance.

Mort Branzburg, Esq., and Richard Beck, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania, represent the
Official Committee of Unsecured Creditors.

Karen Lee Turner, Esq., at Eckert Seamans Cherin & Mellott, LLC,
in Philadelphia, represents Zurich American Insurance Company.


COOPER-BOOTH: Cash Collateral Stipulation Hearing on Dec. 18
------------------------------------------------------------
A hearing to consider the approval of Cooper-Booth Wholesale
Company, L.P., and its debtor affiliates' stipulated motion to use
cash collateral is scheduled for Dec. 18, 2013, at 11:00 a.m.

As reported by the TCR on July 25, 2013, the Debtors obtained
final authority from Judge Magdeline D. Coleman of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to use
cash collateral of PNC Bank, National Association, and PNC
Equipment Finance and Zurich American Insurance Company to pay
only approved expenses from July 10, 2013, until the termination
date, which will be the earlier of Aug. 31, 2013, or the date upon
which an event of default occurs.

The Debtors and PNC entered into a second stipulation regarding
the use of the Cash Collateral.

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Official Unsecured Creditors' Committee in
the Chapter 11 case.

Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


COOPER-BOOTH: Deadline to File Chapter 11 Plan on November 17
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has extended until Nov. 17, 2013, Cooper-Booth Wholesale Company,
L.P., et al.'s exclusive deadline to file their Chapter 11 plan or
plans.  The Debtors have until Jan. 16, 2014, to solicit
acceptances of their plan or plans.

As reported by the Troubled Company Reporter on Aug. 13, 2013, the
Debtors sought to keep exclusive control over their Chapter 11
case for another 120 days as they continue to negotiate the terms
of a Chapter 11 restructuring plan with creditors.

             About Cooper-Booth Wholesale Company, L.P.

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Official Unsecured Creditors' Committee in
the Chapter 11 case.

Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


COOPER-BOOTH: Has Until March 31 to Decide on Bardon Lease
----------------------------------------------------------
The Bankruptcy Court has extended the period for Cooper-Booth
Wholesale Company, L.P., to assume, assign or reject its unexpired
lease with Bardon Development, LLP, until March 31, 2014.  Bardon
Development, as lessor under the Lease Agreement, consents to the
extension.

The Debtor and Bardon Development entered into the Lease Agreement
on Jan. 1, 2009, in connection with a real property located at 200
Lincoln West Drive, Mountville, PA.

            About Cooper-Booth Wholesale Company, L.P.

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Official Unsecured Creditors' Committee in
the Chapter 11 case.

Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


CYCLONE POWER:  CEO Remains Optimistic About Company's Future
-------------------------------------------------------------
Cyclone Power Technologies, Inc., issued a letter to shareholders
and related press release regarding its earnings and business
development for the three month period ended June 30, 2013.

"Cyclone continued to make great strides forward in the first half
of 2013.  We generated consistent revenue in the first and second
quarters, made substantial advancements in our core technology,
and added key partners to assist in the process of commercializing
our engines," Harry Schoell, chairman and chief technical officer,
stated in the letter.

Mr. Schoell added, "Cyclone continues take action and pursue
financing opportunities that, in management's opinion, present the
least dilutive options for our shareholders.  We are committed to
this principal, as is clearly demonstrated by the fact that in
June, the Company's four executive officers and directors waived
their contractual rights to 2.4 million stock options over the
following four quarters."

"Overall, the first half of 2013 was very positive for Cyclone,
marked by solid growth in our revenue position, technology
development, and business model.  We have laid out a plan to
transition the first engines into production this year and
commence consistent revenue, and are on schedule to meet those
internal milestones.  We expect that you will see major
advancements at Cyclone over the second half of 2013, and as a
result, we remain optimistic and excited about our future," he
concluded.

A full-text copy of the Letter is available for free at:

                        http://is.gd/bLckwO

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power disclosed a net loss of $3 million on $1.13 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $23.70 million on $250,000 of revenue in 2011.  The
Company's balance sheet at June 30, 2013, showed $1.36 million
in total assets, $4.26 million in total liabilities and a $2.89
million total stockholders' deficit.

Mallah Furman, in Mallah Furman, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses raises substantial doubt
about its ability to continue as a going concern.


DECARLO APARTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: DeCarlo Apartments LLC
        5700 Boca Raton Blvd.
        Fort Worth, TX 76112

Bankruptcy Case No.: 13-44071

Chapter 11 Petition Date: September 2, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Howard Marc Spector, Esq.
                  SPECTOR & JOHNSON, PLLC
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  E-mail: hspector@spectorjohnson.com

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

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

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

The petition was signed by Michael Preston Hall, manager of
managing member.


DEMCO INC: Hires Freed Maxick as Accountants
--------------------------------------------
Demco, Inc. asks the U.S. Bankruptcy Court for permission to
employ Freed Maxick CPAs, P.C. as accountants.

Freed Maxick is requesting a total post-petition retainer of
$7,500, which is proposed to be paid by the Debtor as cash permits
during the weeks following the allowance of the Application.

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

The hearing on the motion will be held before Hon. Michael J.
Kaplan, in the courtroom usually occupied by him at the United
States Bankruptcy Court, Part I, Olympic Towers, 300 Pearl Street,
Third Floor, Buffalo, New York, on Sept. 18, 2013, at 10:00 a.m.

The firm's hourly rates are:

   Name                      Position             Rates
   ----                      --------             -----
Henry G. Koziol, Jr. CPA,   CFP Director       $400.00
Various                     Principal          $350.00
Various                     Senior Manager     $190.00 - $265.00
Various                     Manager            $175.00 - $190.00
Various                     Senior Associate   $125.00 - $140.00
Various                     Administrative      $90.00 - $105.00
                               Staff

Attorneys for the Debtor can be reached at:

         Daniel F. Brown, Esq.
         333 International Drive, Suite B-4
         Williamsville, NY 14221
         Direct Dial: (716) 235-5030
         Office Number: (716) 633-3200, Ext. 218
         Fax: (716) 633-0301
         E-mail: dfb@abfmwb.com

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.  The petition was signed
by Michael J. Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DETROIT, MI: Hearing Set on Whether Snyder, et al., Can Be Deposed
------------------------------------------------------------------
Chad Livengood, writing for Detroit News Lansing Bureau, reported
that U.S. Bankruptcy Judge Steven Rhodes has agreed to hear
arguments on whether Gov. Rick Snyder and other top state
officials should be deposed by labor unions in the city's
bankruptcy case.

According to the report, Rhodes on Sept. 3 set a hearing for 10
a.m. Sept. 10 on whether to grant the state's motion to protect
Snyder, state Treasurer Andy Dillon and others from being forced
to testify under oath in depositions requested by the American
Federation of State, County and Municipal Employees Council 25 and
the United Auto Workers.

AFSCME, the UAW and a retiree group also have requested various
records from state officials that could bolster their claims that
the city negotiated in bad faith and is not eligible for
bankruptcy protection, the report related.

Attorney General Bill Schuette's office has argued the subpoenas
created "an unnecessary and undue burden" and are not relevant to
whether Detroit is eligible for Chapter 9 bankruptcy, the report
said.

Over the holiday weekend, AFSCME attorney Sharon Levine responded
to the state's motion to quash her subpoenas and claimed the union
"not seeking to pursue a fishing expedition through discovery, but
needs to preserve its rights to obtain any information that AFSCME
deems relevant to its objection to eligibility," the report
further related.

                    About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DETROIT, MI: Pension Funds at Risk of Losing Millions
-----------------------------------------------------
Joe Guillen, writing for The Detroit Free Press, reported that
Detroit's two pension funds are at risk of losing at least $24
million in a complicated investment in a historic downtown hotel,
at a time when the current and future financial health of those
funds are a major issue in the city's petition for Chapter 9
bankruptcy.

According to the report, the owner of the iconic Westin Book
Cadillac Hotel has not made a single payment to the Detroit
General Retirement System on a $9-million loan made in 2006 to
help renovate and open the hotel. That same owner, the Ferchill
Group, has not paid back a $15-million loan backed by the Police
and Fire Retirement System.

The hotel has struggled financially since reopening in 2008, but
the Ferchill Group CEO says it is not in danger of closing, the
report related.  But neither of the funds' investments are being
repaid. The General Retirement System has limited options under
the loan agreement to force payment on its investment, one of
several real estate deals that have tanked for the pension funds.

Detroit emergency manager Kevyn Orr is looking into the pension
funds' real estate deals as part of an investigation he ordered
into all Detroit employee benefits programs, his spokesman Bill
Nowling said, the report further related. Orr has said the city's
pension systems are underfunded by more than $3 billion.

                    About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


E-DEBIT GLOBAL: Yet to Set Date of Special Shareholders Meeting
---------------------------------------------------------------
The Officers and Directors are giving notice to the E-Debit Global
Corporation shareholders of its intention to hold a special
shareholders meeting.

"Discussions, enquiries and advice has been and is continuing to
be reviewed with our Securities Legal counsel related to the date
and procedures pertaining to the holding of a "Special E-Debit
Global Corporation Inc. Shareholder meeting" in regards to the
current and ongoing re-organization of the company and its
subsidiaries," advises Doug Mac Donald, E-Debit's president and
CEO.

"We are in the process of making additional strategic changes
related to all aspects of the Company which will solidify our
efforts to bring both administrative and financial stability to E-
Debit Global Corporation.  Further advice will be immediately
forthcoming as a result of recent industry developments outlining
the issues to be presented to the Shareholders in addition to this
past year's reorganizational efforts and the implementation of a
go-forward outline of imminent and pending changes," added Mr. Mac
Donald.

                       About E-Debit Global

Calgary, Canada-based E-Debit Global Corporation's primary
business is the sale and operation of cash vending (ATM) and point
of sale (POS) machines in Canada.

As reported in the TCR on April 23, 2012, Schumacher & Associates,
Inc., in Littleton, Colorado, expressed substantial doubt about E-
Debit Global's ability to continue as a going concern, citing the
Company's net losses for the years ended Dec. 31, 2012, and 2011,
and working capital and stockholders' deficits at Dec. 31, 2012,
and 2011.

E-Debit Global incurred a net loss of $831,276 in 2012 as compared
with a net loss of $1.09 million in 2011.

The Company's balance sheet at March 31, 2013, showed
US$1.2 million in total assets, US$3.4 million in total
liabilities, and a stockholders' deficit of US$2.2 million.


EARL GAUDIO: U.S. Trustee Appoints 5-Member Creditors Panel
-----------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 10, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of Earl Gaudio & Son, Inc.

The Creditors Committee members are:

      1. John Cumbee
         Surepayroll, Finance Director
         2350 Ravine Way, Ste 100
         Glenview, IL 60025
         Tel: 847-676-8420 ext. 7293
         Fax: 224-260-4107 (direct)
         E-mail: John.Cumbee@surepayroll.com

      2. Paul McNiel
         Chief Financial Officer
         Mike-Sells Potato Chip Company,
         333 Leo Street Pob 115
         Dayton, OH 45404-0115
         Tel: 937-228-9400
         Fax: 937-461-5707
         E-mail: pmcniel@mike-sells.com

        3. Brian Carnaghi
           President
           Carnaghi Towing & Repair, Inc.
           2000 Georgetown RD
           Tilton, IL 61833
           Tel: 217-446-0333
           Fax: 217-446-0349
           E-mail: towcarnaghi@yahoo.com

Sabrina M. Petesch is the attorney for U.S. Trustee

Earl Gaudio & Son Inc. filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $1 million.  John David Burke, Esq., at Ice Miller, LLP,
serves as the Debtor's counsel.


EARL GAUDIO: Can Employ First Midwest Bank as Custodian
-------------------------------------------------------
Earl Gaudio & Son Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ First Midwest Bank as custodian.

First Midwest Bank was appointed as custodian pursuant to a
Consent Order entered by the Circuit Court for the Fifth Judicial
Circuit of Illinois on June 27, 2012.  First Midwest Bank has
served as custodian since that time and has functioned as the
management of the Debtor, handing all aspects of the operation of
the Debtor.  It has also acted as a facilitator and driver for
efforts to sell the Debtor's assets in an expeditious, efficient,
and measured fashion and address the outstanding liabilities of
the Debtor.  As a result, First Midwest Bank has gained
considerable knowledge regarding the historical and current
operations of the Debtor, its financials and records, and its
various obligations to creditors and third parties.

The professionals within First Midwest Bank who may have some role
in fulfilling its duties as Custodian and their current standard
hourly rates are:

   * Angela Hart, Esq., an attorney with more than a decade of
     experience in business representation and administration -
     $250/hour;

   * Michele Morgan, CTFA, an officer with more than 20 years
     of fiduciary experience - $250/hour;

   * Rebecca Little, Esq., an attorney and accountant with
     approximately a decade of experience - $250/hour;

   * Barbara Danaher, an officer with approximately 20 years
     of experience in wealth management - $250/hour;

   * Kimberly Klonicki CPA, an accountant with more than a decade
     of experience in business accounting - $125/hour;

   * Tanya White, an accountant with approximately 15 years
     of experience in business accounting and tax return
     preparation - $125/hour;

   * Debbie Ritke, an assistant with significant real property
     experience as a realtor, lender and title industries -
     $125/hour; and

   * Kelly Griffin, an assistant with almost 20 years of
     wealth management experience - $125/hour.

First Midwest Bank maintains offices at, among other locations,
24509 W. Lockport Street, Plainfield, IL 60544.

Earl Gaudio & Son Inc. filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $1 million.  John David Burke, Esq., at Ice Miller, LLP,
serves as the Debtor's counsel.


EARL GAUDIO: Court Approves Ice Miller as Counsel
-------------------------------------------------
Earl Gaudio & Son Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ Ice Miller LLP as Counsel.

Ice Miller has agreed to reduce the hourly rate for Jennifer Okey
as set forth in the Application to $150.00 per hour.

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

Earl Gaudio & Son Inc. filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $1 million.  John David Burke, Esq., at Ice Miller, LLP,
serves as the Debtor's counsel.


EASTMAN KODAK: Files Copy of Plan & Confirmation Order with SEC
---------------------------------------------------------------
The Bankruptcy Court entered an order confirming the revised First
Amended Joint Chapter 11 Plan of Reorganization of Eastman Kodak
Company and its Debtor affiliates on Aug. 23, 2013.

The Plan is not yet effective.  Consummation of the Plan is
subject to the satisfaction of certain conditions.  The date on
which all conditions to the effectiveness of the Plan have been
satisfied or waived will be the "Effective Date" of the Plan.

The Plan contemplates that:

   * the Debtors' obligations under or pursuant to the Second Lien
     Notes Indentures, Unsecured Notes Indentures, Equity
     Interests, or any other instrument evidencing or creating
     any indebtedness or obligation of or ownership interest in
     the Debtors or giving rise to any claim or equity interest
     will be cancelled, except as otherwise specifically provided
     in the Plan;

   * the Company's Certificate of Incorporation will be amended
     and restated to authorize the issuance of 560 million shares
     of stock, consisting of 60 million shares of preferred stock,
     no par value, and 500 million shares of common stock, par
     value $0.01 per share;

   * the Company will issue 40 million shares of common stock,
     including shares subscribed for pursuant to the Rights
     Offerings, to unsecured creditors or the Backstop
     Parties, and will issue additional common stock to satisfy
     payment of the Backstop Fees;

   * the Holders of General Unsecured Claims and the Retiree
     Settlement Unsecured Claim will receive (a) a Pro Rata share
     of the six million shares of New Common Stock to be
     distributed from the Unsecured Creditor New Common Stock
     Pool, (b) a Pro Rata share of net-share settled Warrants to
     purchase: (i) 2,085,008 shares of New Common Stock at an
     exercise price of $14.93 and (ii) 2,085,008 shares of New
     Common Stock at an exercise price of $16.12, (c) Pro Rata
     distributions from the Kodak GUC Trust and (d) applicable
     Rights Offerings Consideration, as provided in the Plan;

   * the Holders of Second Lien Notes Claims will receive payment
     in cash equal to the outstanding principal amount of the
     Second Lien Notes, accrued and unpaid interest as of the
     Effective Date, and a Pro Rata share of the $20 million
     Second Lien Settlement Amount;

   * claims held by KPP will be resolved pursuant to the terms of
     the KPP Global Settlement, as disclosed in the Company's
     report on Form 8-K filed on April 29, 2013; and

   * no Holder of an Equity Interest will receive any Distribution
     on account of its Equity Interest.  On and after the
     Effective Date, all Equity Interests in Kodak will be
     cancelled and will be of no further force and effect,
     whether surrendered for cancellation or otherwise.

Treatment of Executory Contracts or Unexpired Leases

The Plan provides that on the Effective Date, all Executory
Contracts or Unexpired Leases not previously assumed or rejected
pursuant to an order of the Bankruptcy Court will be deemed
rejected, unless (a) they are the subject of a motion to assume
that is pending on the Effective Date or (b) the Company has
elected to assume them pursuant to the Plan.  The Plan further
provides that the entry of the Confirmation Order by the
Bankruptcy Court constitutes approval of those rejections and that
any claims arising from the rejection of an Executory Contract or
Unexpired Lease not filed with the Bankruptcy Court within 30 days
after the Effective Date, unless rejected at a later date as a
result of a disputed assumption, assignment or cure amount, will
be automatically disallowed and forever barred from assertion, and
shall not be enforceable against the Debtors, the Reorganized
Debtors, or any of their property.  All Allowed Claims arising
from the rejection of Debtors' Executory Contracts or Unexpired
Leases will be classified as Unsecured Claims.

Registration Rights

On the Effective Date, the Company and the Backstop Parties will
execute a Registration Rights Agreement in the form filed with the
Bankruptcy Court as part of the Plan Supplement, pursuant to which
the Backstop Parties will receive certain customary registration
rights with respect to their shares of New Common Stock.

Warrant Agreement

On the Effective Date, the Company will issue to the Holders of
General Unsecured Claims and the Retiree Settlement Unsecured
Claim, net-share settled Warrants to purchase: (i) 2,085,008
shares of New Common Stock at an exercise price of $14.93 and (ii)
2,085,008 shares of New Common Stock at an exercise price of
$16.12, in each case subject to any applicable antidilution
adjustments and any other applicable terms of the Warrant
Agreement.

Kodak GUC Trust

On the Effective Date, certain avoidance actions of the Debtors
will be transferred to a liquidating trust to be established
pursuant to the Plan and in accordance with the Kodak GUC Trust
Agreement.  The Holders of General Unsecured Claims and the
Retiree Settlement Unsecured Claim will receive Pro Rata
distributions from the Kodak GUC Trust.

Sources of Funds

The Plan will be funded by (a) a $695 million emergence term loan
facility, consisting of a $420 million, six-year first-lien term
loan, and a $275 million, seven-year second-lien term loan, (b)
approximately $406 million in proceeds from the Rights Offerings,
(c) a $200 million, five-year senior secured asset-based revolving
credit facility and (d) $525 million of cash proceeds from the KPP
Global Settlement.

Securities to be Issued Under the Plan

As of Aug. 2, 2013, the Company had 272,782,187 shares of common
stock issued and outstanding.  On the Effective Date, all
outstanding shares of the Company's common stock will be
cancelled.

Pursuant to the Plan:

   * 34,000,000 shares of New Common Stock will be issued to the
     Holders of Allowed General Unsecured Claims and the Retiree
     Settlement Unsecured Claim and to the Backstop Parties in
     connection with the Rights Offerings;

   * 1,700,168 shares of New Common Stock will be issued to the
     Backstop Parties in payment of the Backstop Fees;

   * 6,000,000 shares of New Common Stock will be issued to the
     Holders of Allowed General Unsecured Claims or the Retiree
     Settlement Unsecured Claim from the Unsecured Creditor New
     Common Stock Pool; and

   * Warrants to purchase 2,085,008 shares of New Common Stock at
     an exercise price of $14.93 and 2,085,008 shares of New
     Common Stock at an exercise price of $16.12 (in each case
     subject to any applicable anti-dilution adjustments and any
     other applicable terms of the Warrant Agreement), will be
     issued to the Holders of Allowed General Unsecured Claims or
     Retiree Settlement Unsecured Claims.

Upon the issuance of shares of New Common Stock to participants in
the Rights Offerings, to the Backstop Parties as payment of the
Backstop Fees, and to Holders of Allowed General Unsecured Claims
or the Retiree Settlement Unsecured Claim as distributions on
account of their Claims, a total of 41,700,168 shares of New
Common Stock of the Company will be issued and outstanding.  In
addition, 4,170,016 shares of New Common Stock will be reserved
for issuance upon exercise of the Warrants, and an additional
4,792,480 shares of New Common Stock will be reserved for issuance
under the New Equity Plan.

Employee and Director Matters

The New Equity Plan will become effective on the Effective Date
and Reorganized Kodak may issue to participants in such plan up to
4,792,480 shares of Common Stock.  The Plan also provides that, on
the Effective Date, certain employment agreements with members of
senior management will become effective and Reorganized Kodak will
assume compensation and benefits programs that are not
specifically rejected or terminated.  Also in connection with the
Plan, the following directors will cease to serve on the Company?s
board of directors as of the Effective Date: Richard S. Braddock,
Timothy M. Donahue, Michael J. Hawley, William H. Hernandez,
Douglas R. Lebda, Kyle P. Legg, Delano E. Lewis, Joel Seligman and
Dennis F. Strigl.  Pursuant to the Plan and the Confirmation
Order, as of the Effective Date, Mark S. Burgess, Matt Doheny,
John A. Janitz, George Karfunkel, Jason New and Derek Smith will
become members of the board of directors of Reorganized Kodak.
Existing directors James V. Continenza, William G. Parrett and
Antonio M. Perez will become members of the New Board.  Certain
members of the New Board were selected by the Backstop Parties and
the Creditors' Committee in accordance with the terms of the Plan
and the Backstop Commitment Agreement.  In addition, Antonio M.
Perez will continue as the Company's Chief Executive Officer,
Rebecca A. Roof will continue as the Company's Chief Financial
Officer and Eric H. Samuels will continue as the Company's Chief
Accounting Officer following the Effective Date.

Third Party Releases

On the Effective Date, pursuant to the Plan, certain Holders have
voluntarily released and discharged the Released Parties from
certain claims, obligations, rights, suits, damages, Causes of
Action, remedies and liabilities in connection with the Chapter 11
Cases.

A copy of the Confirmation Order is available for free at:

                       http://is.gd/bwlwzc

A copy of the Plan is available for free at:

                       http://is.gd/48Cjaz

                       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.


EDENOR SA: Posts Ps.1.8 Billion Profit in Second Quarter
--------------------------------------------------------
Edenor S.A. reported profit of Ps.1.81 billion on Ps.820.40
million of revenue from sales for the three months ended June 30,
2013, as compared with a loss of Ps.259.15 million on Ps.708.53
million of revenue from sales for the same period last year.

For the six months ended June 30, 2013, Edenor reported profit of
Ps.1.30 billion on Ps.1.65 billion of revenue from sales, as
compared with a loss of Ps.348.57 million on Ps.1.43 billion of
revenue from sales for the same period a year ago.

The Company's balance sheet at June 30, 2013, showed Ps.7.21
billion in total assets, Ps.5.47 billion in total liabilities and
Ps.1.74 billion in total equity.

"Given the fact that the realization of the projected measures to
revert the manifested negative trend depends, among other factors,
on the occurrence of certain events that are not under the
Company's control, such as the requested electricity rate
increases or the implementation of another source of financing or
offsetting mechanism, the Board of Directors has raised
substantial doubt about the ability of the Company to continue as
a going concern in the term of the next fiscal year, being obliged
to defer once again certain payment obligations, as previously
mentioned, or unable to comply with the agreed-upon salary
increases or the increases recorded in third-party costs," the
Company said in the regulatory filing.

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

                        http://is.gd/MhPDVh

As required by Section 63 of the Buenos Aires Stock Exchange
Regulations and Resolution No. 2/12, Victor A. Ruiz, Officer in
charge of Market Relations, informed the Exchange that at the
Company's Board of Directors meeting held on Aug. 8, 2013, the
following documents were approved:

   * Condensed Statement of Financial Position, Condensed
     Statement of Comprehensive Income, Condensed Statement of
     Changes in Equity, Condensed Statement of Cash Flows, Notes
     and Exhibits to the Financial Statements -all of them
     Separate and Consolidated-, Informative Summary and the
     information required by section 68 of the aforementioned
     regulations, relating to the six-month interim period ended
     June 30, 2013.

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended  Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.


ELBIT IMAGING: Incurs NIS471.4 Million Net Loss in 2nd Quarter
--------------------------------------------------------------
Elbit Imaging Ltd. reported a net loss of NIS471.40 million on
NIS91.50 million of total revenues for the three months ended
June 30, 2013, as compared with a net loss of NIS145.46 million on
NIS86.84 million of total revenues for the same period during the
prior year.

For the six months ended June 30, 2013, the Company reported a net
loss of NIS584.58 million on NIS168.38 million of total revenues
as compared with a net loss of NIS276.41 million on NIS175.50
million of total revenues for the same period last year.

As of June 30, 2013, the Company had NIS5.80 billion in total
assets, NIS5.19 billion in total liabilities and NIS613.57 million
in shareholders' equity.

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

                        http://is.gd/Kqcmfu

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.


ELEPHANT TALK: Borrows EUR4 Million From Saffelberg Investments
---------------------------------------------------------------
Elephant Talk Communications Corp. issued a Convertible Note to
Saffelberg Investments NV, due Aug. 28, 2015, pursuant to which
the Company borrowed a principal amount of EUR4,000,000 at an
interest rate of 10 percent per annum.  At any time after Aug. 28,
2013, the Convertible Note is convertible, in whole or in part, at
the option of the Investor, into a number of shares of common
stock, par value $0.00001, of the Company equal to the quotient of
the outstanding balance under the Convertible Note by $0.887.  The
Convertible Note also contains default provisions, including
provisions for potential acceleration of the Convertible Note.

The Company has received the funds for the Convertible Note and
intends to use the proceeds from the Convertible Note and any
issuance of shares under the Warrant primarily for working
capital.

In conjunction with the issuance of the Convertible Note, on
Aug. 28, 2013, the Company issued a warrant to Saffelberg
Investments to purchase 2,000,000 shares of restricted common
stock.  The Warrant is exercisable at any time on or after
Feb. 28, 2014, at a price of $0.887 per share.  The Warrant has a
five year term.  The transaction is expected to be completed as
soon as possible, subject to approval of the Company's listing
application with NYSE MKT.

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
March 31, 2013, showed $34.47 million in total assets, $18.29
million in total liabilities, and $16.18 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ENOVA SYSTEMS: Board OKs Grant of 4.4MM Shares Option to CEO
------------------------------------------------------------
Enova Systems, Inc.'s Board of Directors has approved amendments
to increase the number of shares authorized for issuance under the
Company's Equity Compensation Plan and the grant of an equity
option to John Micek, president and CEO.

On Aug. 27, 2013, the Board of Directors of Enova Systems approved
amendments to Enova's 2006 Equity Compensation Plan (a) to
increase the number of shares authorized for issuance thereunder
from 3,000,000 shares to 9,000,000 shares and (b) to increase the
number of shares of common stock that may be issued to an
individual in any calendar year from 500,000 shares to 5,000,000
shares.

Additionally, on Aug. 27, 2013, the Board approved the grant to
John Micek, the president and CEO of Enova, of an option to
purchase 4,400,000 shares of the Common Stock of Enova at an
exercise price of $0.02 per share.  The vesting of that option was
made conditional upon the Board approving, and Enova entering into
definitive agreements covering and thereafter consummating, (x) a
sale of all or substantially all of Enova's assets or (y) the
acquisition of Enova by another entity by means of a merger, share
exchange, tender offer or other similar transaction or (z) the
acquisition by Enova of another entity by means of a merger, share
exchange, tender offer or other similar transaction.

                        About Enova Systems

Torrance, Calif.-based Enova Systems, Inc., engages in the
development, design and production of proprietary, power train
systems and related components for electric and hybrid electric
buses and medium and heavy duty commercial vehicles.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, PMB Helin Donovan, LLP, in San
Francisco, California, expressed substantial doubt about Enova
Systems' ability to continue as a going concern, citing the
Company's significant recurring losses and accumulated deficit.

The Company reported a net loss of $8.2 million on $1.1 million of
revenues in 2012, compared with a net loss of $7.0 million on
$6.6 million of revenues in 2011.  The Company's balance sheet at
March 31, 2013, showed $2.88 million in total assets, $5.92
million in total liabilities and a $3.03 million total
stockholders' deficit.

                         Bankruptcy warning

On Dec. 12, 2012, a judgment was entered by the United States
District Court Northern District of Illinois in favor of Arens
Controls Company, L.L.C., in the amount of $2,014,169 regarding
claims for two counts.  In 2008, Arens Controls Company, L.L.C.
filed claims against Enova with the United States District Court
Northern District of Illinois.  A Partial Settlement Agreement, as
amended on Jan. 14, 2011, resolved certain claims made by Arens.
However, the claims were preserved under two remaining counts
concerning (i) anticipatory breach of contract by Enova for
certain purchase orders that resulted in lost profit  to Arens and
(ii) reimbursement for engineering and capital equipment costs
incurred by Arens exclusively for the fulfillment of certain
purchase orders received from Enova.

The Company filed a notice of appeal on Jan. 15, 2013.  The
Company believes the court committed errors leading to the verdict
and judgment, and the Company is evaluating its options on appeal.

"However, there can be no assurance that the appeal will be
successful or a negotiated settlement can be attained or that
Arens will assert its claim in the state of California, and
thereby cause the Company to go into bankruptcy," the Company said
in its quarterly report for the period ended March 31, 2013.


EXIDE TECHNOLOGIES: Asks Court to Halt $115MM Calif. Plant Suit
---------------------------------------------------------------
Law360 reported that Exide Technologies Inc. asked a bankruptcy
judge to throw out a $115 million putative class action over
environmental hazards at its Vernon, Calif., battery recycling
facility, saying the suit would unnecessarily drain the pool of
funds for unsecured creditors in its Chapter 11 bankruptcy
negotiations.

According to the report, the Milton, Ga.-based battery maker said
in the court filing that there's no reason to move forward with
the class action while it is in negotiations with its creditors.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.


FIBERTOWER CORP: Asks Judge to Block Lawsuit Against Leaders
------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that attorneys in
charge of former telecom company FiberTower Corp. are trying to
block a lawsuit against its executives, arguing that angry
creditors wouldn't ultimately be able to prove that company
leaders acted "recklessly" with the recommendation against
building out unprofitable networks just to please federal
regulators.

                      About FiberTower Corp.

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

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

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

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

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

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

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

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

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.

In May 2013, FiberTower sought and obtained Court authority to
sell their telecommunications equipment and employ American
Communications, LLC, as telecommunications equipment reseller.
According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.

In February 2013, FiberTower filed with the Court a motion to sell
assets that are primarily utilized by the Debtors to provide
wireless backhaul services in the State of Ohio to Cellco
Partnership (dba Verizon Wireless) free and clear for $1.5
million.  Verizon Wireless will also pay the pre-closing, monthly
operating costs incurred by the Debtors in connection with
operating the business in an amount not to exceed $258,000 per
month and a monthly fee of $20,000 for certain transition services
relating to the assets following the closing.


FINJAN HOLDINGS: Files Patent Suit Against Blue Coat Systems
------------------------------------------------------------
Finjan Holdings, Inc.'s subsidiary, Finjan, Inc., has filed a
patent infringement lawsuit against Blue Coat Systems, Inc.,
alleging infringement of Finjan patents relating to endpoint, web,
and network security technologies.

The complaint, filed in the U.S. District Court for the Northern
District of California, Oakland Division, alleges that Blue Coat
System's products and services infringe upon six of Finjan's
patents.  In the complaint, Finjan is seeking undisclosed damages
from Blue Coat.

Recognized internationally as a pioneer and leader in web and
network security, Finjan's decade-long investment in innovation is
captured in its patent portfolio including 40 issued and pending
patents with worldwide coverage, centered around software and
hardware technologies capable of proactively detecting previously
unknown and emerging threats on a real-time, behavior-based basis.
Finjan has successfully licensed its patents to five major
software and technology companies around the world.

                             About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  The
Company's balance sheet at June 30, 2013, showed $31.84 million in
total assets, $1.16 million in total liabilities and $30.67
million total stockholders' equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.


FLORIDA GAMING: Lenders Call for Trustee in Ch. 11 Case
-------------------------------------------------------
Law360 reported that the lenders of Florida Gaming Centers Inc.,
owner of Miami Jai-Alai, have asked a Florida bankruptcy judge to
appoint a Chapter 11 trustee and order that the prepetition
receiver be retained, saying conflicts of interest and a history
of mismanagement and contract violations justify those measures.

According to the report, ABC Funding LLC, which orchestrated an
$87 million loan two years ago for FGC to build a new casino at
Miami Jai-Alai, said the company's decision to file for Chapter 11
bankruptcy protection on Aug. 20 was "completely unexpected..."

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company listed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.


FREESEAS INC: Issues 2.9MM Add'l Settlement Shares to Hanover
-------------------------------------------------------------
FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC, an
aggregate of 2,950,000 additional settlement shares, in each case
pursuant to the terms of the Settlement Agreement approved by the
Supreme Court of the State of New York, County of New York, on
June 25, 2013, in the matter entitled Hanover Holdings I, LLC v.
FreeSeas Inc., Case No. 651950/2013.

Hanover commenced the Action against the Company on May 31, 2013,
to recover an aggregate of $5,331,011 of past-due accounts payable
of the Company, plus fees and costs.  The Order provides for the
full and final settlement of the Claim and the Action.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on June 26, 2013, the Company issued and delivered to
Hanover 890,000 shares of the Company's common stock, $0.001 par
value, and between July 2, 2013, and Aug. 27, 2013, the Company
issued and delivered to Hanover an aggregate of 19,358,000
additional settlement shares.

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

                         http://is.gd/JZ3mlk

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FREESEAS INC: Ion Varouxakis, et al., to Sell 2.5MM Shares
----------------------------------------------------------
FreeSeas Inc. registered with the U.S. Securities and Exchange
Commission 2,469,551 shares of common stock for resale by
Ion G. Varouxakis, Alexandros Mylonas, Focko Nauta, et al.

The selling stockholders may sell these shares from time to time
in regular brokerage transactions, in transactions directly with
market makers or in privately negotiated transactions.

The Company's common stock is currently quoted on The NASDAQ
Capital Market under the symbol "FREE."  On Aug. 27, 2013, the
closing price of the Company's common stock was $0.18 per share.

A copy of the Form F-1 registration statement is available at:

                       http://is.gd/N5CIER

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FURNITURE BRANDS: Director Quits
--------------------------------
Kent J. Hussey resigned from the Board of Directors of Furniture
Brands International, Inc., effective Aug. 23, 2013.  Mr. Hussey's
decision to resign as a director was not due to any disagreements
with the Company on any matter relating to the Company's
operations, policies or practices.

                       About Furniture Brands

Furniture Brands International (NYSE: FBN) is a world leader in
designing, manufacturing, sourcing and retailing home furnishings.
Furniture Brands markets products through a wide range of
channels, including company owned Thomasville retail stores and
through interior designers, multi-line/ independent retailers and
mass merchant stores.  Furniture Brands serves its customers
through some of the best known and most respected brands in the
furniture industry, including Thomasville, Broyhill, Lane, Drexel
Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.  To learn more about the company,
visit www.furniturebrands.com.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets, $550.13 million in total liabilities and
a $3.40 million total shareholders' deficit.


GATEHOUSE MEDIA: Newcastle Plans to Convert Debt Into Equity
------------------------------------------------------------
Newcastle Investment Corp. on Sept. 4 disclosed that it has
acquired Dow Jones Local Media Group from News Corp for $87
million.  The Company made a total equity investment of $54
million, including transaction expenses, and financed the
remainder of the purchase price with $33 million of debt.

Local Media Group operates 33 local publications, including 8
daily and 15 weekly newspapers, in 7 states.  Many of these
publications have been providing vital local content to their
communities for over 75 years.

The Local Media Group operations will be managed by GateHouse
Media, Inc., one of the largest publishers of locally based print
and online media in the United States with a portfolio of products
that includes over 400 community publications and approximately
350 related websites.  GateHouse is an affiliate of Fortress
Investment Group, Newcastle's manager.

Newcastle, which owns approximately 52% of GateHouse's $1.2
billion of debt, also disclosed that it has entered into an
agreement with other creditors related to a potential
restructuring of GateHouse pursuant to a prepackaged plan of
reorganization under chapter 11 of title 11 of the United States
Code.  Newcastle expects to convert its debt position into equity
of GateHouse, and the other creditors will have the option to
convert their positions into either equity or cash at a price of
40% of par.

                      About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

                         Bankruptcy Warning

"Our ability to make payments on our indebtedness as required
depends on our ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control.

"There can be no assurance that our business will generate cash
flow from operations or that future borrowings will be available
to us in amounts sufficient to enable us to pay our indebtedness
or to fund our other liquidity needs.  Currently we do not have
the ability to draw upon our revolving credit facility which
limits our immediate and short-term access to funds.  If we are
unable to repay our indebtedness at maturity we may be forced to
liquidate or reorganize our operations and business under the
federal bankruptcy laws," the Company said in its annual report
for the year ended Dec. 30, 2012.


GATEHOUSE MEDIA: Said to File Prepack Bankruptcy Next Week
----------------------------------------------------------
Peg Brickley and Patrick Fitzgerald, writing for Dow Jones
Newswires, report that Fortress Investment Group LLC's GateHouse
Media Inc., which will be taking over management of the former Dow
Jones Local Media Group publications, plans to restructure its
$1.2 billion debt load through a prepackaged Chapter 11 bankruptcy
filing.

The report notes GateHouse has been working toward a restructuring
for months.  According to the report, Fortress affiliate Newcastle
Investment Corp., which owns about 52% of GateHouse's debt,
earlier this week acquired Dow Jones Local Media Group from News
Corp.  The Company said Wednesday it paid $87 million for Dow
Jones business and tagged GateHouse to run the string of 33 local
newspapers.  News Corp owns The Wall Street Journal.

According to the report, Newcastle Chairman Wes Edens said in a
conference call Wednesday that GateHouse will file for bankruptcy
sometime next week, perhaps as early as next Wednesday. He said
GateHouse expects to complete its trip through bankruptcy court
"in 60 to 75 days."  The restructuring would be completed through
a prepackaged Chapter 11 filing.

Newcastle is a health-care real-estate investment trust with a
focus on senior living facilities.

According to the report, concurrently with the bankruptcy,
Newcastle will ask for permission from the Securities and Exchange
Commission to spin out the combined and revamped GateHouse and Dow
Jones Local Media Group business into a new company, to be called
New Media.

The report also relates Mr. Edens said holders of more than 90% of
the debt have agreed to support the restructuring.

The Dow Jones Local Media Group newspapers include the Times
Herald-Record of Middletown, N.Y. and the Pocono Record of
Stroudsburg, Pa. GateHouse publications include the Patriot Ledger
in Quincy, Mass., and more than 300 daily and weekly newspapers.


GENERAL STEEL: Incurs $63.7 Million Net Loss in Second Quarter
--------------------------------------------------------------
General Steel Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $63.77 million on $653.65 million of total sales for
the three months ended June 30, 2013, as compared with a net loss
of $42.12 million on $780.68 million of total sales for the same
period last year.  Sales in the second quarter of 2013 decreased
by 16.3 percent due to a decrease in the average selling price of
the Company's products despite an increase in sales volume.

For the six months ended June 30, 2013, the Company reported a net
loss of $53.25 million on $1.30 billion of total sales as compared
with a net loss of $97.87 million on $1.42 billion of total sales
for the same period during the prior year.

General Steel incurred a net loss of $231.93 million on
$1.96 billion of sales for the year ended Dec. 31, 2012, as
compared with a net loss of $283.29 million on $2.45 billion of
sales for the year ended Dec. 31, 2011.

As of June 30, 2013, General Steel had $2.45 billion in total
assets, $2.95 billion in total liabilities and a $498.30 million
total deficiency.

"During the second quarter, the average selling price of rebar
decreased over 5% sequentially to near the year's lowest level,
and as a result, despite a higher shipping volume, our total sales
and profit margins declined, causing widened net losses," said
Henry Yu, chairman and chief executive officer of General Steel.
"However, this August, we were encouraged to witness an
improvement in the pricing trend of steel in China, and since we
have significantly improved our efficiency and cost structure, we
feel very positive about our ability to enhance profitability in
the second half of 2013."

"In addition, the filing of our quarterly results for the second
quarter of 2013 marks the final milestone in our persistent
efforts to regaining full compliance with the SEC's reporting
requirements.  Given our regained filing status, we are once again
able to restart our share repurchase program.  Personally, and on
behalf of the Company, we are confident about our long-term
prospects, and are committed to enhance shareholders' value and
wealth."

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

                         http://is.gd/cA4bPb

                     About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit www.gshi-steel.com.


GENOIL INC: Incurs C$358,000 Net Loss in Second Quarter
-------------------------------------------------------
Genoil Inc. reported a net loss of C$358,357 for the quarter ended
June 30, 2013, as compared with a net loss of C$506,521 for the
same period last year.

For the six months ended June 30, 2013, the Company reported a net
loss of C$925,576 as compared with a net loss of C$922,878 for the
same period during the prior year.

As of June 30, 2013, the Company had C$2.41 million in total
assets, C$4.36 million in liabilities and a C$1.94 million
deficit.

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

                       http://is.gd/ABEV73

                         About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada. The Company has developed innovative hydrocarbon and oil
and water separation technologies.  The Company specializes in
heavy oil upgrading, oily water separation, process system
optimization, development, engineering, design and equipment
supply, installation, start up and commissioning of services to
specific oil production, refining, marine and related markets.

MNP LLP, in Calgary, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has a net loss and negative cash flows from operating
activities for the year-ended Dec. 31, 2012 and, as at that date,
its current liabilities exceeded its current assets.  These
conditions indicate the existence of material uncertainties that
cast substantial doubt about the Company's ability to continue as
a going concern.

The Company reported a net loss of C$5.4 million on in 2012,
compared with a net loss of C$1.8 million in 2011.


GETTY IMAGES: Moody's Eyes Downgrade Over Weak 2Q2013 Results
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Getty Images, Inc.
on review for downgrade based on weaker than expected results
through 2Q2013 and Moody's revised expectations for the next 12
months. The review is driven by increased debt-to-EBITDA ratios
and reduced free cash flow generation reflecting weakness in the
company's mid-stock imagery segment combined with heightened
investment in marketing and product development. Moody's views
financial metrics as being outside its expectations for the B2
rating, and it believes they will remain outside the rating for at
least two to three fiscal quarters.

On Review for Downgrade:

Issuer: Getty Images, Inc. and Abe Investment Holdings, Inc.

Corporate Family Rating: Placed on Review for Possible Downgrade,
currently B2

Probability of Default Rating: Placed on Review for Possible
Downgrade, currently B2-PD

$150 million 1st Lien Sr Secured Revolver due 2017: Placed on
Review for Downgrade, currently B1, LGD3 -- 38%

$1.9 billion 1st Lien Sr Secured Term Loan due 2019: Placed on
Review for Downgrade, currently B1, LGD3 -- 38%

7.0% Senior Unsecured Notes due 2020 ($550 million): Placed on
Review for Downgrade, currently Caa1, LGD6 -- 90%

Outlook Actions:

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale:

Financial results for Getty Images fell short of Moody's lowered
expectations for the 2nd quarter of 2013 due primarily to soft
economic conditions in Europe and weak performance within the
midstock imagery segment. As a result, Moody's revised forecasts
for the next 12 months indicate the company will need more time
than initially anticipated to stabilize revenues, restore
operating margins, and bring financial metrics, including debt-to-
EBITDA ratios (roughly 7.1x as of June 2013, including Moody's
standard adjustments) and free cash flow-to debt ratios (estimated
at less than 2% for FY2013) in line with the company's operating
and financial plan presented when Moody's initially rated debt
instruments for the October 2012 buyout. Moody's review of ratings
will focus on Getty Images' operations, particularly its view of
management's ability to stabilize revenue and cash flow in the
midstock imagery segment despite economic weakness in Europe and
heightened competition. Moody's will also consider the company's
ability to maintain adequate liquidity, including full access to
its revolver facility, and reduce debt-to-EBITDA ratios despite
heightened investment in marketing and product developments.

The principal methodology used in this rating was Global Broadcast
and Advertising Related Industries published in May 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Seattle, WA, Getty Images is a leading creator
and distributor of still imagery, video and multimedia products,
as well as a recognized provider of other forms of premium digital
content, including music. The company was founded in 1995 and
provides stock images, music, video and other digital content
through several web sites, notably gettyimages.com,
istockphoto.com, and thinkstock.com. In October 2012, The Carlyle
Group completed the acquisition of a controlling indirect interest
in Getty Images in a transaction valued at approximately $3.3
billion (up from the $2.4 billion transaction value of the prior
LBO in 2008). The Carlyle Group owns approximately 51% of the
company with a trust representing certain Getty family members
owning approximately 49%. Revenues totaled $897 million for the 12
months ended June 30, 2013.


GREYSTONE LOGISTICS: Delays 2013 10-K for Lack of Personnel
-----------------------------------------------------------
Greystone Logistics, Inc., disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that limited personnel
and resources have impaired its ability to prepare and timely file
its annual report on Form 10-K for the year ended May 31, 2013.

Greystone's sales and gross profit is expected to be approximately
$24,103,000 and $5,275,000, respectively, for the year ended
May 31, 2013, compared to $24,157,590 and $4,929,851,
respectively, for the year ended May 31, 2012.  The increase in
gross profit is primarily attributable to the product mix in
sales.

The net income for the year ended May 31, 2013, is expected to be
approximately $2,811,000 compared to $2,491,650 for the year ended
May 31, 2012.

The net income available to common shareholders for the year ended
May 31, 2013, is expected to be approximately $2,283,000, or $0.09
per share, compared to $2,103,268, or $0.08 per share, for the
year ended May 31, 2012.

                    About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.49 million for the year ended
May 31, 2012, compared with a net loss of $847,204 during the
prior fiscal year.  The Company's balance sheet at
Feb. 28, 2013, showed $12.71 million in total assets, $18.15
million in total liabilities and a $5.44 million total deficit.


HI-WAY EQUIPMENT: Court Approves 2nd Amended Disclosure Statement
-----------------------------------------------------------------
Hi-Way Equipment Company LLC, et al., obtained approval of the
Disclosure Statement, as amended, describing its Second Amended
Joint Plan of Liquidation as containing "adequate information" on
Aug. 29, 2013.

Deadline for receipt of duly executed ballots is fixed as Oct. 1,
2013.

As previously reported by the Troubled Company Reporter on July
24, 2013, the Plan contemplates the resolution of certain claims
through a series of mechanisms.  The Debtors have sold
substantially all of their assets.  While the distribution of
proceeds and credits from the sale resulted in approximately
$30,058,051 in debt reduction, the proceeds from the sale were
insufficient to provide a distribution to holders of General
Unsecured Claims (Class 5).  In exchange for approval of the
release provided by each holder of Allowed Class 5 Claim, secured
creditor Comvest Investment Partners III, LLC, will provide a
contribution in the amount of $100,000 to be shared ratably among
holders of Allowed Class 5 Claims.  The Debtors do not anticipate
that a Distribution will be made to holders of Class 5 Claims who
do not consent to the Comvest Release.  Additionally, the
Disbursing Agent will pursue any causes of action that belong to
the Debtors that may result in additional recoveries; however, the
Debtors do not believe that there are any meaningful Causes of
Action.  The Comvest Release is effective if and only if 66-2/3%
in dollar amount of all holders of Allowed Class 5 General
Unsecured Claims who vote on the Plan vote to accept the Comvest
Release.

The Bankruptcy Court authorizes the Debtors to make non-material
changes to the Disclosure Statement before transmittal to
creditors.

A redline copy of the Second Amended Disclosure Statement dated
Aug. 29, 2013 is available for free at:

  http://bankrupt.com/misc/HIWAYEQUIPMENT_DSredlineAug29.PDF

A hearing to consider the approval of the Plan is scheduled for
Oct. 8, 2013, at 10:30 a.m. before the Honorable Russell F. Nelms
in Fort Worth.  Objections to the Plan confirmation should be
submitted no later than Oct. 1.

                      About Hi-Way Equipment

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.  Holland
N. O'Neil, Esq., and Virgil Ochoa, Esq., of Gardere Wynne Sewell,
LLP, in Dallas, Texas, serves as the Debtor's counsel.  The Debtor
estimated assets and debts of at least $10 million.

Shannon, Gracey, Ratliff & Miller represents the Official
Committee of Unsecured Creditors as counsel.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC, and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity.  Hi-Way Equipment serves as the
non-exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HIGH LINER: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Lunenburg, N.S.-based High Liner Foods
Inc. to 'B+' from 'B'.  The outlook is stable.

At the same time, Standard & Poor's raised its debt rating on the
company's senior secured term loan to 'B+' from 'B'.  The '4'
recovery rating on the debt is unchanged, indicating S&P's
expectation of average (30%-50%) recovery in the event of default.

"The upgrade reflects what we view as the continued strengthening
of High Liner's financial risk profile given greater-than-expected
debt reduction this year," said Standard & Poor's credit analyst
Lori Harris.  This has resulted in improved credit protection
measures for the company, including adjusted debt to EBITDA of
3.2x and funds from operations (FFO) to debt of 16.5% for the 12
months ended June 29, 2013.  "With the integration of the
Icelandic asset purchase now complete, we believe High Liner's
improved financial risk profile will be sustainable over the
medium term," Ms. Harris added.

In 2011, High Liner acquired the U.S. and Asian operations of
Reykjavik, Iceland-based Icelandic Group h.f. for US$233 million
in a debt-financed transaction.  The Icelandic asset purchase
meaningfully increased High Liner's scale and market position in
value-added frozen seafood in U.S. food service.

The ratings on High Liner reflect Standard & Poor's view of the
company's "weak" business risk profile and "aggressive" financial
risk profile (as S&P's criteria define the terms).  S&P bases its
business risk assessment on the company's narrow product
portfolio, potential for performance volatility, and customer
concentration.  Partially offsetting these factors, in S&P's view,
is High Liner's solid market position in its niche as the leading
supplier of value-added frozen seafood in North America.  S&P
bases its financial risk assessment on the company's aggressive
financial policy, acquisitive nature, and weak, but improved,
credit protection measures.

The stable outlook on High Liner is based on Standard & Poor's
belief that the company will maintain its solid market position in
the North American value-added frozen seafood industry, while
maintaining its strengthened credit protection measures, including
adjusted debt to EBITDA below 4x.  S&P could lower the ratings if
the company's operating performance falls below its expectations
or if High Liner's financial flexibility and credit ratios weaken,
resulting in adjusted debt to EBITDA above 5x.  Given the
company's acquisitive nature, S&P is unlikely to upgrade High
Liner in the next 12 months as the current ratings provide a
certain level of financial flexibility for building the business
through debt-financed acquisitions.  That said,  S&P could
consider raising the ratings in the medium term if the company
demonstrates continued strengthening of its market position and
improved operating performance despite the potential for increased
competitive activity and higher commodity prices, while
maintaining leverage below 3.5x and FFO to debt above 20% on a
sustainable basis.


HOGG PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Hogg Properties, LLC
        322 Equus Drive
        Camp Hill, PA 17011

Bankruptcy Case No.: 13-04522

Chapter 11 Petition Date: September 2, 2013

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Robert N. Opel II

Debtor's Counsel: Lawrence G. Frank, Esq.
                  THOMAS, LONG, NIESEN AND KENNARD
                  212 Locust Street, Suite 500
                  Harrisburg, PA 17101
                  Tel: (717) 234-7455
                  Fax: (717) 236-8278
                  E-mail: lawrencegfrank@gmail.com

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

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

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

The petition was signed by Timothy J. Hogg and Jana M. Hogg,
members.


ICON HEALTH: Poor Performance Prompts Moody's to Lower CFR to B3
----------------------------------------------------------------
Moody's Investors Service downgraded ICON Health & Fitness, Inc.'s
Corporate Family Rating to B3 from B2, Probability of Default
Rating to B3-PD from B2-PD, and the rating on its senior secured
notes to Caa1 from B3. The downgrade reflects ICON's weak
operating trends, very high leverage, and limited free cash flow.
The rating outlook is stable.

Moody's is concerned that relatively flat consumer demand for
discretionary big ticket home fitness equipment will create
challenges to quickly overcoming the more than 50% drop in EBITDA
experienced during fiscal year ended 5/31/13 that was due in part
to inventory reductions at Sears. ICON meaningfully reduced
inventory during the year and Moody's projects that the leaner
inventory position, price increases and cost reductions will
contribute to a rebound in earnings during FY 5/31/14. However,
Moody's anticipates that ICON's free cash flow will remain limited
and that debt-to-EBITDA leverage (exceeding 9x at FYE 5/31/13
incorporating Moody's standard adjustments) will continue to be
elevated over the next year.

The following ratings were downgraded:

Issuer: ICON Health & Fitness, Inc.

Corporate Family Rating, to B3 from B2

Probability of Default Rating, to B3-PD from B2-PD

Senior Secured Regular Bond/Debenture, to Caa1, LGD4 - 61% from
B3, LGD4 - 64%

The Outlook is changed to Stable from Negative

Ratings Rationale:

ICON's B3 CFR reflects its narrow business focus on home fitness
equipment, low margins, weak free cash flow, and very high
leverage. ICON's scale is modest relative to other rated consumer
products companies and revenue is concentrated in North America,
but the company has a leading market position and good brands such
as NordicTrack. Sales are dependent on cyclical discretionary
consumer spending on big ticket fitness equipment. Products are
available in a variety of channels including department stores,
warehouse, mass, and sporting goods retailers as well direct
online. However, there is significant concentration within several
large distributors that can exert meaningful influence over the
availability, marketing, pricing and inventory levels of ICON's
products. ICON's efforts to diversify distribution partners such
as through Dick's Sporting Goods and Amazon, and develop new
services such as iFit are partially mitigating lower sales at the
company's largest customer, Sears. Moody's anticipates that
margins and free cash flow will remain low even with the projected
improvement in revenue and earnings in FYE May 2014.

ICON has an adequate liquidity position that is dependent on
access to its $250 million asset-based revolver expiring in
September 2016. Moody's projects free cash flow will be positive
but less than $10 million in FY 2014 (FCF was $1 million in FY
2013 including a $22 million inventory-driven inflow from working
capital) with a high level of seasonality that necessitates
sizable revolver borrowings in the first half of the fiscal year.
Access to the revolver is subject to a borrowing base that is also
highly seasonal. A 1.1x minimum fixed charge coverage ratio
(EBITDA less capex less cash taxes divided by the sum of interest,
required principal payments and dividends) applies if revolver
availability is less than the greater of $17.5 million and 12.5%
of the borrowing base. Moody's expects that ICON will remain above
the covenant trigger threshold, but estimates the fixed charge
coverage ratio to be well below 1.1x at the end of FY 2013.
Dropping below the excess availability covenant trigger threshold
would likely necessitate a covenant amendment absent a significant
increase in EBITDA. Moody's believes that ICON's prospects for a
covenant amendment, if necessary, are good given that revolver
lenders are well-protected by the collateral position (first lien
on cash, receivables and inventory and second lien on other
assets), borrowing base and the sizable debt cushion provided by
the secured notes. The notes have a second lien on the liquid ABL
collateral and a first lien on other assets such as intangibles,
property and equipment.

The stable rating outlook reflects Moody's view that the US
economy will continue to grow modestly, and that ICON's product
development, pricing strategies, and cost reductions will lead to
an improvement in revenue and EBITDA in FY 2014. Moody's also
expects that ICON will maintain an adequate liquidity position.

A downgrade could occur if ICON is unable to improve EBITDA and
generate at least modestly positive free cash flow, is unable to
lift and sustain EBITDA-to-interest coverage (approximately 0.6x
FY 5/31/13 incorporating Moody's standard adjustments) above 1x,
or engages in leveraging transactions. ICON's ratings could also
be downgraded if liquidity deteriorates. Negative free cash flow,
a weakening of trade terms, excess revolver availability dropping
below the covenant trigger threshold or perceived difficulty of
obtaining a covenant amendment would be particular concerns.

Moody's could upgrade ICON's ratings if the company is able to
improve EBITDA, increase its EBITDA margin toward 10%, sustain
comfortably positive and free cash flow, and meaningfully reduce
debt-to-EBITDA leverage. ICON would also need to maintain a
comfortable liquidity position to manage its highly seasonal cash
flow.

The principal methodology used in this rating was the Global
Consumer Durables Methodology published in October 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

ICON, headquartered in Logan, Utah, manufactures markets and
distributes a broad line of products in the fitness equipment
market including cardiovascular equipment (79% of fiscal 2013
revenue), strength training equipment (18%) and equipment service
products (3%). ICON generated approximately $800 million of
revenue in its fiscal year ended May 2013.


INFUSYSTEM HOLDINGS: Stockholders Elect Five Directors
------------------------------------------------------
InfuSystem Holdings, Inc., held its 2013 annual meeting of
stockholders on Aug. 29, 2013, at which the stockholders elected
all of the Company's nominees for election to the Company's Board
of Directors, namely:

   (1) David Dreyer;
   (2) Ryan Morris;
   (3) Eric Steen;
   (4) Joe Whitters; and
   (5) Wayne Yetter.

The stockholders approved an amendment of the Company's Amended
and Restated Certificate of Incorporation pursuant to the Credit
Agreement.  An increase in available shares authorized for
issuance under the Company's 2007 Stock Incentive Plan was not
approved.  The stockholders approved, by advisory vote, the
compensation of the Company's named executive officers and
indicated "Every Year" as the desired frequency of future advisory
vote on Executive Compensation.  The stockholders ratified the
appointment of BDO USA LLP as the Company's independent registered
public accounting firm for the fiscal year ending Dec. 31, 2013.

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  As of
June 30, 2013, the Company had $75.75 million in total assets,
$34.94 million in total liabilities and $40.80 million in
total stockholders' equity.


INFUSYSTEM HOLDINGS: Files Copy of the Investor Presentation
------------------------------------------------------------
InfuSystem Holdings, Inc., furnished with the U.S. Securities and
Exchange Commission a copy of investor presentation dated Aug. 29,
2013.  The Company intends to deliver this presentation following
the conclusion of its 2013 annual meeting of stockholders.  The
Presentation discussed about the Company's financial position, new
team in place, IT improvements and new product launches.  A copy
of the Presentation is available for free at http://is.gd/Q1fLzJ

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  As of
June 30, 2013, the Company had $75.75 million in total assets,
$34.94 million in total liabilities and $40.80 million in
total stockholders' equity.


INTELLICELL BIOSCIENCES: Pays $535,833 to Ironridge; TRO Stays
--------------------------------------------------------------
Intellicell Biosciences, Inc., disclosed with the U.S. Securities
and Exchange Commission that at the hearing held on Aug. 26, 2013,
it paid to Ironridge Global IV, LTD., a certified check in the
amount of $535,833 constituting payment of all principal and
interest owed under a promissory note after the parties failed to
resolve their dispute.  Intellicell also brought to Court
a stock certificate constituting the facility fee shares owed to
the Secured Party pursuant to that certain Equity Facility
Agreement.

In addition, the Court found Ironridge's jurisdictional argument
to be unavailing and held that the case will remain in New York
and directed all parties to file submissions with the Court on
Sept. 10, 2013, indicating why any other monies are or are not
owed under those certain transaction documents.  Judge Oing
further directed that the Temporary Restraining Order restraining
the sale of the Company's assets will remain in place indefinitely
until further order of the Court and that the auction will not be
rescheduled and that Ironridge will not make, post or distribute
any further advertisements, internet postings, blogs or otherwise
in relation thereto.  Finally, Judge Oing held that the balance of
the $680,000 that was being held in escrow be immediately
released.

On Aug. 8, 2013, a Summons and Complaint was filed along with a
Motion for a Temporary Restraining Order before the Supreme Court
of the State of New York, County of New York, under the caption
Intellicell Biosciences, Inc., v Ironridge Global IV, LTD., and
TCA Global Credit Master Fund, LP, Index No. 652800/13.  The
Motion sought to restrain the sale of the Company's assets.

As previously reported, on July 15, 2013, while the Company was
finalizing an amendment and waiver to that certain Convertible
Promissory Note issued by the Company in favor of TCA Global
Credit Master Fund, LP, on June 7, 2012, in the principal amount
of $500,000, the Company was advised that Ironridge Global IV,
LTD, led by Mr. John C. Kirkland, Esq., purportedly purchased the
Note from TCA.  The Complaint and Motion alleged that Ironridge
and TCA each served the Company with a Notice of Foreclosure and
Sale, both claiming to be the "Secured Party" of the same assets.

Given that Ironridge and TCA asserted that they would sell the
secured assets of the Company at auction on Aug. 12, 2013, the
Motion sought to temporarily restrain both parties from so doing.
On Aug. 12, 2013, Justice Sherwood, Justice of the Supreme Court,
New York County, issued a written Order granting the relief
requested, thereby restraining any sale of assets.

                Foreclosure Sale Won't Push Through

Ironridge disclosed in a regulatory filing with the SEC that the
previously-noticed foreclosure sale will not proceed, pending
further order of the court.  Ironridge said it continues to
reserve all rights and remedies, including its security interest
in all assets of the Intellicell and the right to claim additional
amounts owed under the loan documents.

In a separate filing, Ironridge, et al., disclosed that as of
Aug. 26, 2013, they ceased to be the beneficial owner of more than
five percent of the shares of common stock of the Company.  A copy
of the regulatory filing is available for free at:

                      http://is.gd/zzOSeH

                  About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INUVO INC: NYSE MKT Extends Listing Compliance Period
-----------------------------------------------------
Inuvo, Inc. disclosed that on September 3, 2013, the NYSE MKT
notified the Company that it had been granted an extension until
April 24, 2014 to regain compliance with the NYSE MKT continued
listing standards.  The Company had previously presented its plan
of compliance to the NYSE MKT on December 31, 2012 in response to
a notice, dated November 30, 2012 that the Company was below
certain of the NYSE MKT continued listing standards, as set forth
in Section 1003(a)(iii) of the NYSE MKT Company Guide, due to
stockholders' equity of less than $6,000,000 and net losses in its
five most recent fiscal years.  On February 15, 2013 the NYSE MKT
notified the Company that it accepted the Company's plan of
compliance and granted the Company an extension until December 2,
2013, to regain compliance with the NYSE MKT continued listing
standards.  This date has now been extended to April 24, 2014.
The Company will be subject to periodic review by NYSE MKT staff
during the extension period.  Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the NYSE MKT.

                        About Inuvo, Inc.

Inuvo(R), Inc. (nyse mkt:INUV) -- http://www.inuvo.com-- is an
Internet marketing and technology company that delivers targeted
advertisements into websites and applications reaching desktop and
mobile devices.


IZEA INC: Obtains $562,500 From Units Offering
----------------------------------------------
IZEA, Inc., between Aug. 26 - 30, 2013, entered into a Securities
Purchase Agreement with certain investors, pursuant to which the
Company privately placed $562,500 or 22.5 units, at a price of
$25,000 per Unit, paid in cash.  Each Unit consisted of 100,000
shares of the Company's common stock, together with two warrants.
The Warrants were composed of one Warrant to purchase 50,000
shares of common stock at an exercise price of $0.25 per share and
another Warrant to purchase 50,000 shares of common stock at an
exercise price of $0.50 per share, in each case exercisable for
cash at any time during the five years following the date of
issuance.  As a result of the Private Placement, the Company
issued 2,250,000 shares of the Company's common stock and issued
fully-exercisable warrants to purchase up to additional 2,250,000
shares of the Company's common stock.

Pursuant to the terms of the Securities Purchase Agreement, the
Company agreed to file a registration statement with the SEC for
purposes of registering the resale of the shares of common stock
and the shares underlying the Warrants within four months after
the final closing date and use the Company's commercially
reasonable efforts to have it declared effective no later than six
months after the final closing date.

The sale of these shares, combined with the Company's previously
issued shares in the Private Placement provided gross proceeds of
$1,487,500 as of Aug. 30, 2013, giving effect to note conversions
and before expenses.  These proceeds will be used for general
working capital purposes.  The Company's total number of
outstanding shares of common stock after the issuance of shares in
the Private Placement is 18,732,453 shares.

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.

The Company's balance sheet at June 30, 2013, showed $1.64 million
in total assets, $4.35 million in total liabilities and a $2.70
million total stockholders' deficit.


JACOBS FINANCIAL: Delays Fiscal 2013 Annual Report
--------------------------------------------------
Jacobs Financial Group, Inc., was unable without unreasonable
effort and expense to prepare its accounting records and schedules
in sufficient time to allow its accountants to complete their
review of the Company's financial statements for the period
ended May 31, 2013, before the required filing date for the
subject annual report on Form 10-K.  The Company intends to file
the subject Annual Report on or before the fifteenth calendar day
following the prescribed due date.

                      About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

Jacobs Financial reported a net loss of $1.10 million for the year
ended May 31, 2012, compared with a net loss of $1.30 million
during the prior fiscal year.  The Company's balance sheet at
Feb. 28, 2013, showed $8.63 million in total assets, $17.17
million in total liabilities, $1.89 million in total mandatorily
redeemable convertible preferred stock, and a $10.43 million total
stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended May 31, 2012, Malin, Bergquist &
Company, LLP, in Pittsburgh, PA, noted that the Company's
significant net working capital deficit and operating losses raise
substantial doubt about its ability to continue as a going
concern.


JANABI ASSOCIATES: Weight-Loss Chain MyWeightDoctor Files Ch.11
---------------------------------------------------------------
Janabi Associates, Inc., in Bethesda, Maryland, sought Chapter 11
bankruptcy (Bankr. D. Md. Case No. 13-24323) on Aug. 21, 2013.
James Greenan, Esq., at McNamee, Hosea, et al., serves as the
Debtor's counsel.

Janabi Associates owns the medical weight-loss chain
MyWeightDoctor.  It estimated $1 million to $10 million in both
assets and debts.

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/mdb13-24323.pdf

The petition was signed by Haifa A. Shaban, M.D., president.

Ben Fischer, writing for Washington Business Journal, reports that
Janabi Associates, in filing for Chapter 11 bankruptcy, hopes to
escape onerous loan terms stemming from its 2012 expansion into
the Baltimore area and Woodbridge.

According to Washington Business Journal, Kavan Shaban, executive
director of the holding company, said executives are optimistic
the bankruptcy process can be over in less than 24 months.  All
vendors will be paid, no locations are closing, no layoffs are
planned and pharmacy and lab services will continue, he said.

The company wants to restructure debts owed to Bank of America
Leasing "that are really kind of choking the company out of the
ability to direct revenues to essential services, things like
marketing," Mr. Shaban said, according to the report.

The report relates MyWeightDoctor's five locations remain
profitable, he said. But its serious debt problems have grown
since it was preparing to open its Towson clinic in early 2012,
Mr. Shaban said.  Their original financing fell through at the
last minute, forcing the company to finance major medical
equipment from Bank of America Leasing at unfavorable terms,
according to Mr. Shaban.

The report says other major creditors include Capital One Bank
($725,504), EagleBank ($364,358) and the Internal Revenue Service
($511,571).


JARDEN CORP: Moody's Says Yankee Candle Bid is Credit Positive
--------------------------------------------------------------
Moody's said Jarden Corporation's (Ba3 stable) has entered into a
definitive agreement to acquire Yankee Candle Investments (B2
stable) for approximately $1.75 billion is credit positive for
Jarden if financed as planned.

The principal methodology used in this rating was the Global
Consumer Durables published in October 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Jarden operates in three primary business segments through a
number of well recognized brands, including: Outdoor Solutions:
Abu Garcia, Aero, Berkley, Campingaz and Coleman, ExOfficio,
Fenwick, Gulp!, Invicta, K2, Marker, Marmot, Mitchell, Penn,
Rawlings, Shakespeare, Stearns, Stren, Trilene, Volkl and Zoot;
Consumer Solutions: Bionaire, Breville, Crock-Pot, FoodSaver,
Health o meter, Holmes, Mr. Coffee, Oster, Patton, Rival, Seal-a-
Meal, Sunbeam, VillaWare and White Mountain; and Branded
Consumables: Ball, Bee, Bernardin, Bicycle, Billy Boy, Crawford,
Diamond, Dicon, Fiona, First Alert, First Essentials, Hoyle, Kerr,
Lehigh, Lifoam, Lillo, Loew Cornell, Mapa, NUK, Pine Mountain,
Quickie, Spontex and Tigex. The company reported net sales of
approximately $6.9 billion for the twelve months ended June 30,
2013.

Yankee Candle is a designer, manufacturer, wholesaler and retailer
of premium scented candles. Yankee Candle sells its products
through a North American wholesale customer network of
approximately 35,000 store locations, a growing base of Yankee
Candle owned and operated retail stores, direct mail catalogs, and
its Internet website (www.yankeecandle.com). Outside of North
America, Yankee Candle sells its products primarily through an
international wholesale customer network of over 6,000 store
locations and distributors covering over 50 countries on a
combined basis. The company reported net sales of approximately
$900 million for the twelve months ended June 33, 2013.


JBS USA: Moody's Assigns 'Ba2' Rating to New $800-Mil. Debt
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba2 senior secured bank
debt rating to a proposed $400 million term loan ("Incremental
Term Loan") to be issued by JBS USA LLC and a Ba3 senior unsecured
debt rating to proposed $400 million 144A senior unsecured notes,
to be issued jointly by JBS USA LLC and JBS USA Finance, Inc.
Proceeds from the Incremental Term Loan and private notes
offerings will be used to fund a tender offer for any or all of
the $700 million 11.625% notes due May 2014. The rating outlook is
negative.

Rating assigned:

JBS USA, LLC:

  $400 million proposed senior secured Incremental Term Loan due
  2020 at Ba2;

JBS USA, LLC and JBS USA Finance, Inc.:

  $400 million proposed senior unsecured notes due 2021 at Ba3.

The outlook is negative.

The proposed Incremental Term Loan and notes will be guaranteed by
JBS S.A. and two intermediate holding companies, JBS Hungary
Holdings Kft. and JBS USA Holdings. The notes will rank equal to
the existing senior unsecured debt at JBS USA, LLC including $700
million 11.625% notes due May 2014, $700 million 8.25% notes due
February 2020 and $650 million 7.25% $650 million notes due June
2021. The notes will be effectively subordinated to the
Incremental Term Loan and the existing senior secured debt at JBS
USA, LLC including an $850 million asset-backed revolving credit
facility expiring June 2016 ($306 million outstanding as of June
30, 2013) and a $465 million bank term loan ("Term Loan B") due
May 2018.

Financial covenants in the new debt instruments substantially
match those existing in the respective debt classes, the most
restrictive of which is a debt incurrence test under Term Loan B
that requires net debt to EBITDA leverage at parent JBS S.A. to be
less than 4.75 times compared to 3.3 times reported as of June 30,
2013.

Ratings Rationale:

JBS USA's ratings are driven primarily by the Corporate Family
Rating of JBS S.A (Ba3, negative), which controls Holdings and JBS
USA LLC in all material aspects. Moody's would expect to upgrade
JBS USA's ratings if JBS S.A.'s Corporate Family Rating is
upgraded. Conversely, Moody's would expect to downgrade JBS USA's
ratings if JBS S.A.'s Corporate Family Rating is downgraded.

The principal methodology used in this rating was the Global
Protein and Agriculture Industry Methodology published in May
2013.

JBS USA, LLC operates the U.S. beef and pork segments and the
Australian beef and small cattle operations of JBS S.A., one of
the largest protein operators in the world. JBS USA is owned by an
intermediate holding company, JBS USA Holdings, which also owns a
controlling 76% equity interest in Pilgrim's Pride Corporation,
one of the leading poultry producers in the United States.
Reported sales for JBS S.A., Holdings, and JBS USA for the twelve
months ended June 30, 2013 were approximately BRL 82.7 billion
($40.6 billion), $29.0billion, and $20.5 billion, respectively.

JBS USA Finance, Inc., the co-issuer of the notes, is a special
purpose entity wholly-owned by JBS USA LLC. It has no subsidiaries
and no operations or assets other than those incidental to
maintaining its corporate existence.


JEDD LLC: Court Grants Motion to Dismiss Chapter 11 Case
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
approved JEDD, LLC's motion to dismiss its Chapter 11 case.

The Debtor cited that it has experienced a continuing loss to or
diminution of the estate and that there is no meaningful
likelihood of rehabilitation of the Debtor.  "Similarly, there is
no meaningful likelihood that a Chapter 11 plan of reorganization
can be confirmed," the Debtor added.

According to papers filed with the Court, all of the Debtor's
properties are fully encumbered by liens held by the lenders.
"There are no unencumbered properties to speak of.  There is no
unencumbered cash.  There are no prospects for sales of the
parcels owned by the Debtor.  There is no reorganization in
prospect."

Accordingly, the Debtor has withdrawn its Chapter 11 Plan.

                          About JEDD LLC

JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville,
Tennessee.  JEDD is generally in the business of developing,
marketing and selling real estate in the Big South Fork area near
Jamestown, Tennessee.  According to http://www.tnrecprop.com/,
JEDD has activity and developments in Fentress County, including
Flat Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in
the Sky, Concierge Services, Hunter's Ridge, River Park and Clear
Fork.

JEDD has filed schedules disclosing $13,377,782 in total assets
and $13,694,539 in total liabilities.

Paul "Doug" Gates, a co-founder and VP of operations, signed the
Chapter 11 petition.  Mr. Gates is also the CEO of Fortune 7 Inc.,
owner and operator of three engineering firms specializing in
electrical, microwave and construction engineering.

Judge Keith M. Lundin oversees the case.  Lawyers at Gullett
Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel.

On Oct. 18, 2012, the Debtor filed its Chapter 11 Plan of
Liquidation and Disclosure Statement.  On Feb. 20, 2013, the
Debtor filed an Amended Chapter 11 Plan of Liquidation and an
Amended Disclosure Statement.  On March 4, 2013, the Court
approved the Debtor's Disclosure Statement, as amended.

By Order entered July 2, 2013, a hearing on confirmation of the
Plan, and any timely filed objections to the Plan, was scheduled
for Aug. 29, 2013.

A copy of the Amended Disclosure Statement for the Debtor's
Chapter 11 Plan of Liquidation Dated Oct. 18, 2012, is available
at http://bankrupt.com/misc/JEDD_LLC_ds_amendment.pdf


JEWISH COMMUNITY: Court Confirms Plan of Reorganization
-------------------------------------------------------
The Honorable Michael B. Kaplan confirmed the Chapter 11 plan
filed by Catherine E. Youngman, as trustee, for Jewish Community
Center of Greater Monmouth County dated May 29, 2013, subject to
certain modifications.

Among the modifications made were clarifications to the scope of
exculpation provisions for the Debtor and its current and former
directors and officers.  It is also made clear that any claim
holder of the Debtor is deemed to forever waive, release and
discharge Save the Monmouth JCC, LLC, and its members from any
liability.

Before the Confirmation Order was entered, Roberta A. DeAngelis,
the U.S. Trustee for Region 3, objected to the plan confirmation,
complaining of overbroad discharge and injunction provisions.  The
U.S. Trustee is represented by Jeffrey M. Sponder, Esq., of One
Newark Center, Suite 2100, in Newark NJ 07102.

A copy of the Confirmation Order dated Aug. 28, 2013 as well as a
copy of the Plan as confirmed is available for free at:

       http://bankrupt.com/misc/JEWISHCOMMUNITY_ConfOrd.PDF

As reported by The Troubled Company Reporter on June 24, 2013,
the Chapter 11 Plan provides that the Reorganized Debtor will
operate the facilities to primarily run the performing arts
programming, summer camps and the senior, adult and Jewish
programming.  In addition, the Reorganized Debtor will identify
and enter into strategic ventures during 2013 and 2014 with one or
more operators to manage modified uses of the health and physical
education facilities.  The Plan would include allowing Deal
Sephardic Network ("DSN") to operate its youth programming at the
facility.  Through the Plan, the Debtor is rejecting all rights
to, interests in and contracts relating to membership in and
access to the Debtors' educational and recreational services and
facilities.  The Plan also provides for a possible sale of the
Debtor's assets.

The Plan classifies and designates claims and interests in various
classes.  Creditors of Classes 1 and 2 Secured Claims (Save the
JCC -- $6.7 million and Donald Epstein -- $254,444) will retain
their prepetition lien on the Debtor's assets, and these claims
are expected to be paid in full.  Class 3 Priority Wage Claims and
Class 4 Priority Employee Benefit Plan Claims are also expected to
be paid in full.  Class 5 General Unsecured Claims, estimated to
total $1.6 million, will be paid from a pool that is being
established for this class of $100,000.  Class 5 Allowed Claims
will each receive a pro-rata portion of the pool based on the
Gross Amount of all Allowed Claims in the Class.

                   About Jewish Community Center

Headquartered in Deal Park, New Jersey, Jewish Community Center of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.

On Aug. 9, 2012, the U.S. Trustee appointed Catherine E. Youngman,
as Chapter 11 Trustee of the Debtor's bankruptcy estate.  Michael
E. Holt, Esq., and Catherine E. Youngman, Esq., at Forman Holt
Eliades Ravin & Youngman LLC, represent the Trustee as counsel.


KIDSPEACE CORP: Plan Filing Deadline Extended Until Jan. 2014
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
extended KidsPeace Corporation, et al.'s exclusive period to file
a plan of reorganization through and including Jan. 16, 2014, and
their exclusive period to solicit acceptances of that plan through
and including March 14, 2014.

The Debtors' counsel, Morris S. Bauer, Esq., at Norris, McLaughlin
& Marcus, PA, in Allentown, Pennsylvania, said the additional time
is needed for the Debtors to continue negotiations with parties-
in-interest to formulate a consensual plan of reorganization.  Mr.
Bauer relates that holders of the majority in principal amount of
bonds issued by the Debtors contemplated the filing of a plan of
reorganization within 30 days of the Petition Date.  As a result
of on-going negotiations with the Pension Benefit Guaranty
Corporation and the Official Committee of Unsecured, the deadline
to file a proposed plan was extended until Sept. 30, 2013, or be
in default under the Debtors' prepetition agreements with the
bondholders.  Mr. Bauer says it is possible that further
extensions may be necessary as a result of the continued
discussions.

                      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 eight
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.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 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 James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrick Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


KIDSPEACE CORP: Seeks Extension of Lease Decision Deadline
----------------------------------------------------------
KidsPeace Corporation, et al., ask the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to extend until Dec. 17,
2013, the period of time within which they may assume or reject
non-residential real property leases.

At the present time, although the Debtors have commenced a review
and analysis of the leases to determine which of them are
beneficial to the bankruptcy estates, there are 31 leases
involving property at different locations throughout the county.
The Debtors, according to Joseph R. Zapata, Jr., Esq., at NORRIS,
McLAUGHLIN & MARCUS, PA, in Allentown, Pennsylvania, need
additional time to review the needs of the Debtors at those
locations and assess the benefit of the respective Leases.

In addition, since the Petition Date, the Debtors have been
actively engaged in discussions with the Pension Benefit Guaranty
Corporation and the Official Committee of Unsecured Creditors.
Pending a resolution with the PBGC and the Committee and the
filing of plan of reorganization, the Debtors are unable to
determine which Leases will be a necessary part of the
reorganization and thus beneficial to the estate, Mr. Zapata tells
the Court.

The Debtors understand the need to continue to make the
postpetition rental payments on the Leases, and expect to continue
to do so unless and until any lease is formally rejected.

                      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 eight
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.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 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 James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrick Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


KIDSPEACE CORP: U.S. Trustee Objects to Proposed PCO Termination
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3 opposes
KidsPeace Corporation, et al.'s request to terminate the
appointment of a patient care ombudsman in their bankruptcy cases,
arguing that the Debtors must show and the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania must find that the
appointment of the PCO is not necessary to protect patients of the
Debtors during the pendency of their Chapter 11 cases.

If the Debtors' request for termination of the PCO's appointment
is denied, their request for limitation of the scope of the PCO's
appointment and fees and expenses should not be granted without a
showing that those limitations will neither impair the PCO's
ability to perform the duties required under the Bankruptcy Code
nor adversely affect the care given to the Debtors' patients, the
U.S. Trustee further asserts.

The U.S. Trustee is represented by Dave P. Adams, Esq., in
Philadelphia, 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 eight
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.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 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 James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrick Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


LA JOYA ARLINGTON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: La Joya Arlington Apartments, LLC
        1707 New York Avenue
        Arlington, TX 76010

Bankruptcy Case No.: 13-44072

Chapter 11 Petition Date: September 2, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Howard Marc Spector, Esq.
                  SPECTOR & JOHNSON, PLLC
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  E-mail: hspector@spectorjohnson.com

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

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

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

The petition was signed by Michael Preston Hall, manager of
managing member.


LAGUNA BRISAS: Receiver Can Use Cash Collateral Until Oct. 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
last month approved the eighth stipulation authorizing the
receiver for Laguna Brisas, LLC to continue using cash collateral
until Oct. 31, 2013.

The stipulation was entered between the Debtor and Wells Fargo
Bank, N.A., as trustee for the registered holders of Banc of
America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-3 by and through CWCapital Asset
Management LLC, solely in its capacity as Special Servicer.

                       About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LAGUNA BRISAS: Status Conference on Sept. 13
--------------------------------------------
The Bankruptcy Court has authorized Laguna Brisas LLC to:

   1. enforce a settlement agreement -- reached among the Debtor,
      Kay Nam Kim, CW Capital Assets Management, and Mehrdad Ellie
      at the May 13, 2013 mediation, or, in the alternative,

   2. allow the Debtor to proceed with the Plan of Reorganization.

Pursuant to the agreement, among other things:

   -- counsel for Wells Fargo Bank, N.A., senior lienholder, will
contact Judge Hon. Scott Clarkson's chambers to schedule an in
camera hearing to address disputed issues raised in the motion and
responsive pleadings;

   -- all pleadings and documents filed by the Debtor and senior
lienholder under seal in connection with the assigned matters will
be transferred by the Bankruptcy Court to Judge Clarkson's
chambers;

   -- the hearings on (1) the Debtor's motion for order
disallowing portions of claim of CWCapital Asset Management; (2)
the adequacy of Debtor's Disclosure Statement for the Third
Amended Plan; (3) the motion to appoint a chapter 11 trustee; (4)
the Debtor's amended application for authority to employ orantes
law firm as general insolvency counsel; (5) the first
interim application of J. Kim, APLC, special counsel for Debtor,
for allowance of fees; and (6) the motion to use cash collateral
to pay allowed fees, which are set for hearing on Sept. 13, 2013,
are continued to Nov. 8, 2013, at 10 a.m.; and

   -- the Chapter 11 case status conference set for Sept. 13 is
continued to Nov. 8, 2013, at 10 a.m.

The Debtor, through Giovanni Orantes, Esq. -- go@gobklaw.com --
at The Orantes Law Firm, P.C., stated that the Debtor is willing
to enter into the settlement agreement reached at the mediation,
and agrees that an in camera meeting is the most appropriate
vehicle to resolve the matter.

Wells Fargo, as trustee for the registered holders of Bank of
America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-3, by and through CWCapital Asset
Management LLC, solely in its capacity as Special Servicer, in its
objection, requested that (a) that the Judge Clarkson be
authorized to meet with the Hon. Erithe A. Smith in camera to
discuss the settlement agreement reached by the parties at
mediation, and to address the disputed issues identified on the
mediation conference call; (b) that the Court prohibit the Debtor
from moving forward with its Third Amended Plan in violation of
the settlement; and (c) that the Court award the senior lienholder
reasonable damages, including attorney's fees and costs, to
prosecute the matter.

                       About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LANDAUER HEALTHCARE: U.S. Trustee Protests Auction Timeline
-----------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that the U.S.
government's bankruptcy monitor is balking at Landauer
Metropolitan Inc.'s proposed auction timeline, saying it doesn't
give bidders enough time to put together offers to challenge a $22
million stalking-horse bid for the home medical supply company.

               About Landauer Healthcare Holdings

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer estimated assets and debt of at least $50 million.

Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H.
Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A.
Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea,
Esq., at K&L Gates LLP, serve as the Debtor's counsel.  Carl Marks
Advisory Group serves as the Debtor's financial advisors, and Epiq
Systems as claims and notice agent.


LAUSELL INC: Confirmation Hearing Continued Until Sept. 30
----------------------------------------------------------
The Hon. Mildred Caban Flores of the Bankruptcy Court for the
District of Puerto Rico continued until Sept. 30, 2013, at 9 a.m.,
the hearing to consider confirmation of Lausell Inc.'s Chapter 11
Plan.  Objections, if any, are due 14 days prior to the hearing
date.

The continuance of the hearing is in response to the request of
certain equity security interest holders who asserted that there
is lack of due process and notice.

On Aug. 23, the Court approved the Disclosure Statement, allowing
the Debtor to begin solicitation of Plan votes.  Ballots accepting
or rejecting the Plan are due 14 days prior to the confirmation
hearing date.

As reported by The Troubled Company Reporter, Lausell Inc.'s
Disclosure Statement reveals that holders of allowed general
unsecured claims (Class 6) in Lausell Inc. are impaired and will
recover 2% of their claim amount.  Payment of the Class 6 Claims
will come from the $50,000 carve-out to be reserved from the
proceeds of the sale of the Debtor's assets to La Re.  La Re,
as Purchaser, will provide a Cash payment to fund the Plan
sufficient to (i) settle in full the secured claims of First Bank
Puerto Rico and Citibank, N.A., for $5,600,000, in Cash; (ii) and
will assume certain of Debtor's debts for $3,080,489, including
the claim of Puerto Rico Industrial Development Co. (Class 2).

                       About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LDK SOLAR: Incurs $165.3 Million Net Loss in Second Quarter
-----------------------------------------------------------
LDK Solar Co., Ltd., reported a net loss available to the
Company's shareholders of US$165.30 million on US$114.71 million
of net sales for the three months ended June 30, 2013, as compared
with a net loss available to the Company's shareholders of
US$187.08 million on US$104.34 million of net sales for the three
months ended March 31, 2013.

The Company's balance sheet at June 30, 2013, showed US$4.37
billion in total assets, US$4.79 billion in total liabilities,
US$382.84 million in redeemable non-controlling interests, and a
US$794.58 million total deficit.

"We delivered second quarter revenue that was in line with
expectations and reduced our net loss both sequentially and on a
year-over-year basis," stated Sam Tong, president and CEO of LDK
Solar.  "We have been navigating the challenging solar industry
dynamics with a focus on improving our cost structure and becoming
a more nimble company.  We are starting to see early signs of
improvement within the PV market as ASP's are beginning to
stabilize.  We are also encouraged by recent updates on solar
policies from China and the EU."

"We have built a solid pipeline of solar project business
worldwide and we remain committed to working with the relevant
shareholders, banks and government agencies to secure the
resources needed to drive these projects forward," continued Mr.
Tong.

"We continue to work diligently on initiatives to improve our cost
structure by driving down production costs and tightening
operating expenses.  By adapting our business to the evolving
demand environment, we believe we will position LDK Solar for long
term growth -- furthering our ability to take advantage of the
substantial market opportunity to address global energy needs with
solar power," concluded Mr. Tong.

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

                        http://is.gd/KZMefg

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LIFE CARE: Can Employ Holland & Knight as Compliance Counsel
------------------------------------------------------------
Life Care St. Johns, Inc., sought and obtained approval from the
U.S. Bankruptcy Court to employ Eddie Williams II as special
regulatory compliance counsel and non-lawyer Beth A. Vecchiolo as
regulatory liaison both of Holland & Knight, LLP.

The professional services to be rendered by Holland & Knight will
be limited to regulatory compliance issues and related
communications with the OIR, including obtaining OIR approval of
new Residence and Care Contracts.  Holland & Knight will also
likely assist with formation of a Chapter 11 plan.

The services will not be duplicative of the professional services
provided by Stutsman Thames & Markey, P.A. as bankruptcy counsel
to the Debtor, although some matters will arise requiring the
participation of professionals both Holland & Knight and Stutsman
Thames and Markey.

Holland & Knight's rates are:

    Professional              Rates
    ------------              -----
    Paraprofessional        $200-$350
    Legal Counsel           $285-$515

Ms. Vecchioli's currently rate is $350.

Mr. William's current rate is $370.

                    About Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  Navigant Capital Advisors, LLC,
acts as the Debtor's financial advisor.  American Legal Claim
Services, LLC, serves as claims and noticing agent.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.


LIFE UNIFORM: Now Known as LUHC Wind Down Corp
----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized changes to the name and caption in the Chapter 11 cases
of Life Uniform Holding Corp., et al.

Effective as of Aug. 26, 2013, these cases will be known as:

   1. Life Uniform Holding Corp. changed to LUHC Wind Down Corp.;

   2. Healthcare Uniform Company, Inc. changed to HUCI Wind
      Down, Inc.; and

   3. Uniform City National, Inc., changed to UCNI Wind Down, Inc.

                         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.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

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.

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

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


LIFE UNIFORM: Womble Carlyle Approved as Privacy Ombudsman Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Boris Segalis, consumer privacy ombudsman for Life Uniform Holding
Corp., et al., to employ Womble Carlyle Sandridge & Rice, LLP as
his counsel.

As reported in the Troubled Company Reporter on Aug. 5, 2013,
Womble Carlyle will, among other things:

   a. investigate any proposed sale or lease of personally
      identifiable information by the Debtors;

   b. appear before the Court relating to the proposed sale
      or lease of personally identifiable information by the
      Debtors; and

   c. provide advice on issues of bankruptcy law and
      procedure, including issues relating to sales under
      Bankruptcy Code Section 363, and the procedures applicable
      in the Court.

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

Womble Carlyle intends to apply to the Court for allowance of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, and the Local Rules of the Court.

                         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.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

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.

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

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.

Life Uniform and Uniform City received court authority on July 26,
2013, to sell the business for $22.6 million to Scrubs & Beyond
LLC.  There were no competing bids, so an auction wasn't held.

In August 2013, the Court approved these name changes: Life
Uniform Holding Corp. changed to LUHC Wind Down Corp.; Healthcare
Uniform Company, Inc. changed to HUCI Wind Down, Inc.; and Uniform
City National, Inc., changed to UCNI Wind Down, Inc.


LIGHTSQUARED INC: US Bank, Mast Propose Plan for One Dot Six
------------------------------------------------------------
U.S. Bank N.A. and Mast Capital Management LLC filed a Chapter 11
plan for One Dot Six Corp., which proposes a sale of the company's
assets at an auction.

The plan proposes to sell One Dot Six's wireless spectrum assets
at an auction, with Mast Spectrum Acquisition Company LLC serving
as the "stalking horse" bidder.  It contemplates a stalking horse
bid in the form of a credit bid.

Under a credit bid, the creditor can purchase its collateral at
auction by crediting the purchase price against the secured debt
rather than paying cash.

Most of the assets included in the sale block were posted as
collateral under a $279 million credit agreement, and a debtor-in-
possession credit agreement where Mast Capital and U.S. Bank
served as lender and administrative, respectively.

The proposed plan provides for the classification and treatment of
claims against, and equity interests in One Dot Six, one of the
affiliates of LightSquared Inc. that filed for bankruptcy
protection.  It designates five classes of claims and one class of
equity interests.

Holders of priority non-tax claims in Class 1, and "other secured
claims" in Class 2 will receive payment in full or otherwise be
rendered unimpaired.  The rest will receive pro-rata distributions
on account of their claims and equity interests depending on the
results of the auction.

Following the effective date of the plan, One Dot Six will be
managed by an entity designated by Mast Capital and U.S. Bank,
which will oversee the wind down of the company.

Full-text copies of the proposed plan and the disclosure statement
are available for free at:

     http://bankrupt.com/misc/LightSquared_OneDot6Plan.pdf
     http://bankrupt.com/misc/LightSquared_OneDot6DS.pdf

U.S. Bank and Mast Capital is asking U.S. Bankruptcy Judge Shelley
Chapman to approve the outline of the plan or the so-called
disclosure statement, saying it contains sufficient information
for creditors to decide on whether to support the plan.

Section 1125 of the Bankruptcy Code requires that a disclosure
statement contain adequate information to permit voting creditors
to make an informed decision on a bankruptcy plan.

The proposed disclosure statement will be considered for approval,
together with the outline of the plans proposed by LightSquared,
Harbinger Capital Partners LLC, and a group of lenders, at the
Sept. 30 hearing.  Objections to the plan outline are due by
Sept. 23.

U.S. Bank and Mast Capital are represented by:

         Michael S. Stamer, Esq.
         Philip C. Dublin, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, New York 10036
         Tel: (212) 872-1000
         Fax: (212) 872-1002
         E-mail: mstamer@akingump.com
                 pdublin@akingump.com

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIME ENERGY: Provides Compliance Plan with NASDAQ
-------------------------------------------------
Lime Energy Co., on Aug. 27, 2013, received a letter from NASDAQ,
notifying the Company that it had not regained compliance with
Listing Rule 5450(a)(1) and that the minimum bid price deficiency
may serve as an additional basis for delisting the Company's
common stock from NASDAQ.  That letter also formally notified the
Company that the NASDAQ Hearings Panel would consider the Minimum
Bid Price Deficiency in their decision regarding the Company's
continued listing on NASDAQ.

Lime Energy received on Aug. 29, 2012, a letter from NASDAQ,
notifying the Company that for the last 30 consecutive business
days, the bid price of the Company's common stock has closed below
the minimum $1.00 per share requirement for continued inclusion on
The NASDAQ Stock Market based on Listing Rule 5450(a)(1).  NASDAQ
granted the Company two consecutive grace periods of 180 days each
to remedy the Minimum Bid Price Deficiency, the second of which
expired on Aug. 26, 2013.

On Aug. 20, 2013, the Company received a letter from NASDAQ
notifying the Company that it was not in compliance with Listing
Rule 5550(b) because the Company's stockholders' equity, as
reported in the Company's quarterly report on Form 10-Q for the
period ended June 30, 2013, filed on Aug. 19, 2013, was less than
$2,500,000, a NASDAQ Capital Market continued listing criterion,
and the Company did not meet either of the alternative NASDAQ
Capital Market continued listing criteria -- market value of
listed securities or net income from continuing operations -- as
of Aug. 19, 2013.  The Stockholders' Equity Deficiency serves as
an additional basis for delisting the Company's common stock from
NASDAQ, in addition to the Minimum Bid Price Deficiency.  That
letter also formally notified the Company that the Panel would
consider the Stockholders' Equity Deficiency in their decision
regarding the Company's continued listing on NASDAQ.

The Company provided the Panel with a compliance plan related to
the Minimum Bid Price Deficiency and the Stockholders' Equity
Deficiency on Aug. 19, 2013, and an update to that plan on
Aug. 30, 2013, which, as updated, provides for the Company to
effect a reverse stock split by Oct. 11, 2013, if necessary to
regain compliance with Listing Rule 5450(a)(1) and its plan to
address the Stockholders' Equity Deficiency by means of a private
placement.  The Panel has not yet rendered a determination with
respect to the Company's updated compliance plan, as submitted on
Aug. 30, 2013, and there can be no assurance that the Panel will
determine to continue the Company's listing in light of the
listing deficiencies or that the Company will be able to timely
remedy the Minimum Bid Price Deficiency or the Stockholders'
Equity Deficiency in the event the Panel grants the Company
additional time to do so.

In that event, the Company's common stock would be delisted from
NASDAQ.

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

The Company's balance sheet at June 30, 2013, showed $32.64
million in total assets, $31.68 million in total liabilities and
$952,000 in total stockholders' equity.


LONGVIEW POWER: Can Use Cash Collateral to Fund Ch. 11
------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge ruled on Sept. 3
that coal plant operator Longview Power LLC can use cash
collateral to fund its case for now, but stopped short of allowing
the debtor to draw on $59 million in disputed letters of credit
without further permission from the court.

According to the report, U.S. Bankruptcy Judge Brendan L. Shannon
said he was struggling with the idea of approving a cash
collateral motion that authorized Longview to draw on the letters
of credit, while the question of who owns them was being disputed.

Longview Power LLC along with affiliates, including Mepco
Holdings, LLC and its affiliates, commenced Chapter 11 proceedings
(Bankr. D. Del. Lead Case No. 13-12211) on Aug. 30, 2013.
Longview Power, majority-owned by First Reserve Corp, a private
investment firm, listed liabilities and assets of more than
$1 billion.  Longview Power blamed a unit of Germany's Siemens for
delays in construction that left it unable to pay its debts.

Bankruptcy Judge Brendan Linehan Shannon oversees the case.
Richard M. Cieri, Esq., Paul M. Basta, P.C., Esq., Ray C. Schrock,
P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP,
serve as the Debtors' counsel.  Daniel J. DeFranceschi, Esq., Paul
N. Heath, Esq., Zachary I. Shapiro, Esq., Amanda R. Steele, Esq.,
and Marisa A. Terranova, Esq., at Richards, Layton & Finger, P.A.,
serve as Delaware counsel.  David A. Pisciotta, Esq., Scott E.
Koerner, Esq., David Farrington Yates, Esq., Phillip R. White,
Esq., and David W. Kiefer, Esq., at Dentons US LLP, serve as
special counsel.  Lazard Freres & Company LLC is the Debtors'
invesetment banker, Alvarez & Marsal North America, LLC, is the
Debtors' restructuring advisor, Ernst & Young acts as accountants,
and Donlin, Recano & Co., Inc., serves as the claims agent.

The petitions were signed by Jeffery L. Keffer, the Company's
Chief Executive Officer, President, Treasurer and Secretary.


LONGVIEW POWER: Moody's Withdraws Ratings After Bankruptcy Filing
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 ratings assigned
to the secured credit facilities of Longview Power, LLC following
the company's filing for Chapter 11 bankruptcy protection.

Credit facilities impacted are a $451 million term loan due
February 2014 (approximately $426 million outstanding), a $499
million term loan due October 2017 (approximately $473 million
outstanding), a $38 million revolving credit facility terminating
February 2014, and $125 million of synthetic revolver/letter of
credit facilities terminating February 2014.

Ratings Rationale:

On August 30, Longview and certain of its affiliates, including
its coal producer Mepco Holdings, LLC commenced chapter 11
proceedings in the U.S. Bankruptcy Court for the District of
Delaware. The company intends to operate its business in the
ordinary course as it continues to negotiate with lenders toward a
chapter 11 restructuring plan and has filed customary, so-called
"first day" motions to it allow it to do so without interruption.

Moody's last rating action for Longview occurred October 2012 when
the credit facilities were downgraded to Caa2 with negative
outlook. The downgrade and negative outlook reflected continued
operating challenges at the project along with weak market
conditions for the sale of merchant power and coal, all of which
was exacerbated by an unmanageable debt burden and near term
refinancing/restructuring risk. When operating, the project
remains one of the most efficient and cleanest coal fired plants
in the country; its capital structure currently includes over $1
billion of equity contributed by its sponsor, First Reserve
Corporation.

Longview is a special purpose entity created to construct, own,
and operate a 695 MW supercritical pulverized coal-fired power
plant located in Maidsville, West Virginia, just south of the
Pennsylvania border and approximately 70 miles south of
Pittsburgh. The project is primarily owned by First Reserve
Corporation (approximately 88.5%), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P. (GenPower); the remaining
ownership interests are held by Siemens Financial Services (7%)
and various affiliated individuals.


LONGVIEW POWER: S&P Lowers Senior Secured Debt Rating to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services said that U.S.-based merchant
electric power project Longview Power LLC filed for Chapter 11
bankruptcy protection on Aug. 30, 2013, thus beginning the
expected restructuring of its approximate $1 billion in senior
secured debt.  S&P lowered its senior secured debt rating to 'D'
from 'CCC-', but did not revise its '3' recovery rating on this
debt.  S&P subsequently withdrew the debt issue and recovery
ratings.

Longview was repaying debt with cash flow earned from its fairly
new 775 megawatt (MW) mine-mouth coal-fired power plant in West
Virginia that sells energy and capacity into the PJM
Interconnection market and from a portion of the revenues earned
by its affiliate Mepco Holdings Inc. from producing and selling
coal.  Mepco Holdings LLC also filed for bankruptcy protection.
Cash flow from the power plant was well below initial expectations
due to continued operational problems resulting in substantial
outage time and repair costs and from weak merchant power prices
resulting from depressed demand and the low price of natural gas,
which sets power prices in PJM most of the time.  S&P thinks it is
likely that Longview will continue to successfully resolve the
underlying problems and reach stable operations, but may operate
at capacity factors below original expectations.  It will also
continue to earn PJM capacity market revenue depending on its
operational performance.  These energy and capacity price cash
flows along with some assumed revenue from Mepco provide the basis
for our '3' recovery rating on Longview debt under assumptions
noted in S&P's June 28, 2013, credit report.


LUCID INC: Inks Advisory Pact with Wainwright for Caliber I.D.
--------------------------------------------------------------
Lucid, Inc., entered into a strategic advisory agreement with H.C.
Wainwright & Co., LLC, designed to benefit the growth of Caliber
I.D. as it continues to develop its business through a variety of
channels.

As part of the agreement, H.C. Wainwright will serve as an advisor
to Caliber I.D. by helping to identify, originate and develop
potential strategic partnerships, assisting with M&A transactions,
and helping to raise capital.  The agreement additionally includes
but is not limited to new product procurement, generating
additional distribution channels and assessing collaborations to
promote Caliber I.D.'s business.

Caliber I.D. has agreed to pay H.C. Wainwright a transaction fee
of 3 percent of the gross proceeds from the placement of any
securities and Caliber I.D. and H.C. Wainwright will mutually
agree on the utilization of any sub-placement agents in which case
any fees and expenses of those sub-placement agents will be paid
in addition to the 3 percent transaction fee to H.C. Wainwright.

In addition, pursuant to the Agreement, Caliber I.D. will grant to
H.C. Wainwright a warrant to purchase up to 2,125,000 shares of
Caliber I.D.'s common stock, at an exercise price of $1.00 per
share, subject to adjustment for stock dividends, stock splits and
the like.

A full-text copy of the Agreement is available for free at:

                       http://is.gd/Mcxf8H

                        About Caliber I.D.

Based in New York in the USA, Caliber I.D. is a medical
technologies company that designs, develops, and markets
innovative imaging solutions that shows tissue at the cellular
level.

Founded in 1991 as Lucid Technologies, Inc., and later Lucid,
Inc., Caliber Imaging & Diagnostics, Inc., is currently the only
company in the world to offer in vivo confocal microscopes
designed specifically for imaging skin and other tissue.  Caliber
I.D.'s Rapid Cell ID technology enables scientists and physicians
to characterize intact normal and abnormal cellular architecture
that is otherwise invisible to the naked eye.

                         About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.

The Company's balance sheet at March 31, 2013, showed $1.72
million in total assets, $10.41 million in total liabilities and a
$8.69 million total stockholders' deficit.


MERCANTILE BANCORP: Holdco Advisors Opposes Sale, Files Proposal
----------------------------------------------------------------
HoldCo Advisors, L.P., as manager and power of attorney for VM
Financials Restructuring Consulting Company, LLC, objects the
process proposed by Mercantile Bancorp, Inc., for the sale of
Mercantile Bank, the Debtor's wholly-owned subsidiary bank.
VM Financial holds certain of the Debtor's common equity
securities.

Holdco Advisors said it has reviewed the sale transaction proposed
by the Debtor and is shocked by what appears to be a sub-optimal
structure that destroys value that should be realized by both the
Debtor and the Federal Deposit Insurance Corporation.  Holdco
believes that this value-destructive transaction should be
abandoned in its entirety, and that the Debtor should instead
explore alternative transaction structures that can maximize value
for all interested parties.

To that end, Holdco Advisors has prepared a presentation
describing a potentially value-creating transaction structure for
the Chapter 11 case, a copy of which is available for free at:

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

HoldCo Advisors is represented by:

         Glenn A. Brown DMD, Esq DE # $669
         Real World Law, PC
         916 N. Union Street, #2
         Wilmington, DE 19805
         Tel: (302) 225-8340
         E-mail: glenn.brown@realworldlaw.com
         Delaware Counsel to HoldCo Advisors, L.P

                    - and -

         Daniel R. Brown (pro hac vice pending)
         Brown Legal Advisors, LLC
         1253 W. Foster Ave., 3E
         Chicago, IL 60640
         Tel: (773) 527-0585
         E-mail: dan@brownlegal.net
         Counsel to HoldCo Advisors, L.P

                      About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


MERCANTILE BANCORP: Court OKs Upshot as Claims & Noticing Agent
---------------------------------------------------------------
The Bankruptcy Court authorized Mercantile Bancorp, Inc., to
employ Upshot Services LLC as its claims and noticing agent nunc
pro tunc to the Petition Date.

Upshot is authorized to provide noticing and claims processing
services; provided, however, that Upshot's services related to
preparation of the Debtor's schedules and statement of financial
affairs will be limited to entering data upon the appropriate
forms.

In addition to the services set forth in the Application and
Services Agreement, Upshot is authorized to provide other
noticing, claims processing, and administrative services the
Debtor may request from time to time; provided, however, that any
additional services must be (i) ministerial in nature and (ii)
incidental to Upshot's role as claims and noticing agent.

                      About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


MICHAELS STORES: Files Form 10-Q, Posts $20MM Net Income in Q2
--------------------------------------------------------------
Michaels Stores, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $20 million on $904 million of net sales for the quarter ended
Aug. 3, 2013, as compared with net income of $13 million on $892
million of net sales for the quarter ended July 28, 2012.

Net sales increased for the second quarter of fiscal 2013 by 1.3
percent over the second quarter of fiscal 2012 due primarily to
$24 million of incremental revenue from the Company's non-
comparable store sales, partially offset by a $12 million decrease
in comparable store sales.

For the six months ended Aug. 3, 2013, the Company reported net
income of $67 million on $1.89 billion of net sales as compared
with net income of $66 million on $1.87 billion of sales for the
six months ended July 28, 2012.

As of Aug. 3, 2013, the Company had $1.62 billion in total assets,
$3.83 billion in total liabilities and a $2.21 billion total
stockholders' deficit.

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

                        http://is.gd/fw4VvL

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MICHAELS STORES: Reports $20 Million Net Income in Second Quarter
-----------------------------------------------------------------
Michaels Stores, Inc., reported net income of $20 million on $904
million of net sales for the quarter ended Aug. 3, 2013, as
compared with net income of $13 million on $892 million of net
sales for the quarter ended July 28, 2012.

For the six months ended Aug. 3, 2013, the Company reported net
income of $67 million on $1.89 billion of net sales, as compared
with net income of $66 million on $1.87 billion of net sales for
the six months ended July 28, 2012.

As of Aug. 3, 2013, Michaels Stores had $1.62 billion in total
assets, $3.83 billion in total liabilities and a $2.21 billion
total stockholders' deficit.

The Company ended the second quarter with $51 million in cash,
$3.12 billion in debt and approximately $367 million in
availability under its asset-based revolving credit facility.

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

                        http://is.gd/suxHnY

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company also reported net income of $79 million on $2.80
billion of net sales for the nine months ended Oct. 29, 2011,
compared with net income of $0 on $2.70 billion of net sales for
the nine months ended Oct. 30, 2010.

                          *     *     *

Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.

As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics.  It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins.  The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.


MILAGRO OIL: Private Exchange Offer Extended Until October 31
-------------------------------------------------------------
Milagro Oil & Gas, Inc., Vanquish Energy, LLC, and Vanquish
Finance, Inc., have extended the expiration date to 5:00 p.m., New
York City time, on Oct. 31, 2013, for their private exchange offer
to exchange any and all of Milagro's outstanding 10.500 percent
Senior Secured Second Lien Notes due 2016 issued under the
Indenture dated as of May 11, 2011, among Milagro, the guarantors
party thereto and Wells Fargo Bank, N.A., as Trustee, for either:

   (i) Class A Units of Vanquish and 10.500 percent Senior Secured
       Second Lien Notes due 2017 of the Issuers; or

  (ii) cash for up to a maximum of $65 million aggregate principal
       amount of the Old Notes, all on the terms and subject to
       the conditions as set forth in a confidential offering
       circular and consent solicitation statement.

In connection with the Exchange Offer, Milagro is soliciting
consents from holders of the Existing Notes to certain proposed
amendments to the Indenture.  The Issuers did not extend
withdrawal rights and, pursuant to the terms of the Exchange
Offer, previously tendered Old Notes may not be validly withdrawn
and Consents may not be validly revoked.

The complete terms and conditions of the Exchange Offer and
Consent Solicitation are described in the Offering Circular,
copies of which may be obtained by eligible holders by contacting
D.F. King & Co., Inc., the information agent, at 48 Wall Street,
22nd Floor, New York, New York 10005, (212) 269-5550 (collect) or
(800) 290-6427 (toll free), or milagro@dfking.com.

The Exchange Offer is being made only to qualified institutional
buyers and accredited investors and to certain non-U.S. investors
located outside the United States.  The Exchange Offer is made
only by, and pursuant to, the terms set forth in the Offering
Circular and the information in this press release is qualified by
reference to the Offering Circular and the letter of transmittal
accompanying the Offering Circular.  Subject to applicable law and
the consent of certain holders of Old Notes, Milagro may amend,
extend or terminate the Exchange Offer.

Documents relating to the Exchange Offer, including the Offering
Circular, will only be distributed to holders who complete and
return a letter of eligibility confirming that they are within the
category of eligible investors for the Exchange Offer.

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

Deloitte & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company is not in compliance with certain covenants of its 2011
Credit Facility, and all of the Company's debt is classified
within current liabilities as of Dec. 31, 2012.  The Company's
violation of its debt covenants, combined with its financing needs
and negative working capital position, raise substantial doubt
about its ability to continue as a going concern.

Milagro Oil disclosed a net loss of $33.39 million in 2012, a net
loss of $23.57 million in 2011 and a net loss of $70.58 million in
2010.  As of June 30, 2013, the Company had $483.83 million in
total assets, $449.08 million in total liabilities, $236.26
million in redeemable series A preferred stock, and a $201.51
million total stockholders' deficit.

                         Bankruptcy Warning

"The Company is currently exploring a range of alternatives to
reduce indebtedness to the extent necessary to be in compliance
with the leverage ratio and interest coverage ratio.  Alternatives
that were considered include using cash flow from operations or
issuances of equity and debt securities, reimbursements of prior
leasing and seismic costs by third parties who participate in our
projects, and the sale of interests in projects and properties.
As another alternative, the Company has launched a private
exchange offering to exchange a portion of the Notes for equity,
cash and new notes.  If a minimum principal amount of at least
$237.5 million of the outstanding principal amount of the Notes
are not tendered (excluding any such Notes validly withdrawn) in
the Exchange Offer, the conditions to the Exchange Offer will not
have been achieved and the Company will be unable to consummate
the restructuring.  As a result, the lenders under the 2011 Credit
Facility may accelerate their debt, which would also cause a
default and acceleration of the debt under the Notes, all of which
will have a material adverse effect on our liquidity, business and
financial condition and may result in the Company's bankruptcy or
the bankruptcy of its subsidiaries," the Company said in its
quarterly report for the period ended June 30, 2013.

                           *     *     *

As reported by the TCR on May 24, 2013, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Houston-
based Milagro Oil & Gas Inc. to 'CC' from 'CCC-'.

"We lowered the corporate credit and senior unsecured ratings to
'CC' to reflect the potential for a selective default on Milagro's
$250 million 10.5% senior secured notes due 2016, due to certain
aspects of the company's exchange offer that would constitute a
distressed exchange under our criteria," said Standard & Poor's
credit analyst Christine Besset.


MOTORCAR PARTS: Borrows Additional $20 Million From PNC Bank
------------------------------------------------------------
Motorcar Parts of America, Inc., amended its financing agreement
by entering into the Seventh Amendment to the Financing Agreement
with a syndicate of lenders, Cerberus Business Finance, LLC, as
collateral agent, and PNC Bank, National Association, as
administrative agent.

Pursuant to the terms of the Seventh Amendment, (i) the Company
borrowed an additional $20,000,000 in term loans, (ii) reset the
Senior Leverage Ratio and Fixed Charge Coverage ratio covenants
and (iii) added certain carveouts related to transaction fees and
restructuring costs to the definitions of "Consolidated EBITDA"
and "Excess Cash Flow" and the calculation of liquidity.  The
Seventh Amendment also provides consent from the lenders and the
agents to the Company's payment of certain subordinated debt with
respect to the Guaranty, dated Aug. 22, 2012, between the Company
and Wanxiang America Corporation.  The Payoff occurred on Aug. 26,
2013, and represented payment in full of all guaranteed
liabilities of the Company and discharged all of the Company's
obligations in respect of the guaranteed liabilities under the
Guaranty.

A copy of the Seventh Amendment is available for free at:

                         http://is.gd/ZyhIa7

                        About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  The Company's balance
sheet at March 31, 2013, showed $367.1 million in total assets,
$370.6 million in total liabilities, and a stockholders' deficit
of $3.5 million.

Ernst & Young LLP, in Los Angeles, California, noted in its report
on the consolidated financial statements for the year ended
March 31, 2013, that the Company's wholly owned subsidiary Fenwick
Automotive Products Limited has recurring operating losses since
the date of acquisition and has a working capital and an equity
deficiency.  "In addition, Fenco has not complied with certain
covenants of its loan agreements with its bank.  These conditions
relating to Fenco coupled with the significance of Fenco to the
Consolidated Companies, raise substantial doubt about the
Consolidated Companies' ability to continue as a going concern."


MPG OFFICE: Amends 25,000 Shares Resale Prospectus
--------------------------------------------------
MPG Office Trust, Inc., filed a post-effective amendment to its
registration statement relating to the potential sale of up to
25,526 shares of the Company's common stock by Thomas Master
Investments, LLC, should it exchange its units representing common
limited partnership interests in MPG Office, L.P., or the
operating partnership, for the Company's common stock.  The
Company is registering the potential resale of the applicable
shares of the Company's common stock to provide the selling
stockholder with freely tradable securities.

The Company will receive no proceeds from any issuance of the
shares of its common stock to the selling stockholder in exchange
for common units or from any sale of those shares by the selling
stockholder, but the Company has agreed to pay certain
registration expenses.

The Company's common stock currently trades on the New York Stock
Exchange, under the symbol "MPG."  On Aug. 23, 2013, the last
reported sales price of the Company's common stock on the NYSE was
$3.13 per share.

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

                        http://is.gd/ifjc4j

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  As of
June 30, 2013, the Company had $1.28 billion in total assets,
$1.71 billion in total liabilities and a $437.26 million
total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


MUSCLEPHARM CORP: Buys $2 Million Conv. Note From BioZone
---------------------------------------------------------
MusclePharm Corporation entered into a Securities Purchase
Agreement with BioZone Pharmaceuticals, Inc., pursuant to which
the Company bought (i) $2,000,000 of a 10 percent secured
convertible promissory notes due one year from the date of
issuance and (ii) a warrant to purchase 10,000,000 shares of the
Seller's common stock, at an exercise price of $0.40 per share,
for $2,000,000.

The entire principal amount and any accrued and unpaid interest on
the Note is due and payable in cash on the Maturity Date.  The
Note bears interest at the rate of 10 percent per annum.  The Note
is convertible into shares of the Seller's common stock at an
initial conversion price of $0.20 per share, subject to
adjustment.  The Seller may prepay any outstanding amount due
under the Note, in whole or in part, prior to the Maturity Date.
The Note is subject to certain "Events of Defaults" which could
cause all amounts due and owing thereunder to become immediately
due and payable.  Among other things, the Seller's failure to pay
any accrued but unpaid interest when due, the failure to perform
any obligation under the "Transaction Documents" or a
determination that any representation or warranty made by the
Seller in connection with the Transaction Documents shall prove to
have been incorrect in any material respect will constitute an
Event of Default under the Transaction Documents.

The Warrant is immediately exercisable and expires ten years after
the date of issuance.  The Warrant has an initial exercise price
of $0.40 per share.  The Warrant is exercisable in cash or by way
of a "cashless exercise" while a registration statement covering
the shares of the Seller's common stock issuable upon exercise of
the Warrant or an exemption from registration is not available.

The Company is prohibited from effecting a conversion of the Note
or exercise of the Warrant to the extent that as a result of such
conversion or exercise, the Company would beneficially own more
than 4.99 percent (subject to waiver) in the aggregate of the
issued and outstanding shares of the Seller's common stock,
calculated immediately after giving effect to the issuance of
shares of common stock upon conversion of the Note or exercise of
the Warrant, as the case may be.

In connection with the sale of the Note and the Warrant, the
Company, the Seller and the collateral agent for other secured
creditors of the Seller (including the Seller's Chairman, Roberto
Prego-Novo) agreed to enter into a Security Agreement Letter
pursuant to which all of the Seller's obligations under the Note
are secured by a perfected security interest in the name of the
Company in all of the tangible and intangible assets of the
Seller, including all of its ownership interest in its
subsidiaries, pari pasu, with the previous secured creditors, all
of which is subordinated to the accounts receivable lender to the
Seller.  Further, pursuant to the Security Agreement Letter, the
Company, the collateral agent and the prior secured creditors
agreed to further subordinate the granted security interest to a
security interest previously granted to another investor in the
Seller.

The Seller has granted the Company "piggy-back" registration
rights with respect to the shares of common stock underlying the
Note and the shares of common stock underlying the Warrant for a
period of 12 months from the date of closing.

                          About MusclePharm

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

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at June 30, 2013, showed $23.25 million in total
assets, $10.64 million in total liabilities and $12.61 million in
total stockholders' equity.

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


N-VIRO INTERNATIONAL: Maturity of Credit Pact Moved to Oct. 14
--------------------------------------------------------------
N-Viro International Corporation signed a change in terms
agreement with Monroe Bank + Trust to extend the maturity date of
the existing Commercial Line of Credit Agreement to Oct. 14, 2013,
and set the line of credit limit at $233,067.  Except for the
maturity date and the credit limit, none of the other terms or
conditions of the prior line of credit was changed.

                    About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, UHY LLP, in Farmington Hills,
Michigan, expressed substantial doubt about N-Viro's ability to
continue as a going concern, citing the Company's recurring
losses, negative cash flow from operations and net working capital
deficiency.

The Company reported a net loss of $1.6 million on $3.6 million of
revenues in 2012, compared with a net loss of $1.6 million of
$5.6 million of revenues in 2011.  The Company's balance sheet at
June 30, 2013, showed $2.38 million in total assets, $2.51 million
in total liabilities and a $129,857 total stockholders' deficit.


NATIONAL HOLDINGS: Inks $3.1 Million Securities Purchase Pact
-------------------------------------------------------------
National Holding Corporation entered into a Securities Purchase
Agreement with certain accredited investors providing for the
issuance and sale of 10,583,350 shares of the Company's common
stock, par value $0.02 per share, for an aggregate purchase price
of approximately $3,175,000.  The closing of the sale of the
Shares occurred on or about Aug. 29, 2013.

In connection with the Purchase Agreement, on Aug. 28, 2013, the
Company and the Purchasers entered into a Registration Rights
Agreement.  Pursuant to the Registration Rights Agreement, the
Company has agreed to use its commercially reasonable efforts to
(i) file with the U.S. Securities and Exchange Commission as soon
as practicable but in no event later than 45 days of the date of
the Closing, a registration statement covering the resale of all
Shares and (ii) have the registration statement be declared
effective under the Securities Act of 1933, as amended, as soon as
practicable but in no event later than the 90 days or if there is
a review of the registration statement by the SEC, 120 days after
the date of the Closing.

In the event that (1) a registration statement is not declared
effective by the SEC on or prior to its required effectiveness
date, (2) after the date the registration statement is declared
effective by the SEC, (a) a registration statement ceases for any
reason, to remain continuously effective or (b) the Purchasers are
not permitted to utilize the prospectus included in the
registration statement therein to resell the Shares, in each case,
for more than an aggregate of 20 consecutive days or 45 days
during any 12-month period, or (3) the Company fails to satisfy
the current public information requirement pursuant to Rule
144(c)(1) under the Securities Act, it will pay to each Purchaser
an amount in cash equal to 1 percent of the Purchase Price
attributed to the that Purchaser's Shares on the date the failure
occurs and every 30 days thereafter, until cured subject to a
maximum amount of up to 10 percent of the aggregate Purchase Price
of the Shares.

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

                        http://is.gd/Z7NiH0

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at March 31,
2013, showed $23.85 million in total assets, $12.88 million in
total liabilities and $10.97 million in total stockholders'
equity.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NBTY INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of the ratings on
Ronkonkoma, N.Y.-based NBTY Inc., including the 'B+' corporate
credit rating.  At the same time, S&P revised the outlook to
negative from stable.  Total debt outstanding as of June 30, 2013,
was about $2.7 billion including holding company notes.

"NBTY's credit ratios have deteriorated, including leverage at
6.0x," said Standard & Poor's credit analyst Jerry Phelan.  "We
believe profitability has fallen slightly, primarily due to
increased competition in the private label/contract manufacturing
segment of its wholesale business.  We also believe NBTY has spent
more on advertising to support top line growth at its other
segments.  Moreover, it is our opinion that NBTY's financial
sponsor could divert discretionary cash flow towards growth or
shareholder dividends as opposed to meaningful debt repayment that
could strengthen credit measures."

NBTY's "highly leveraged" financial risk profile (revised from
"aggressive") primarily results from its ownership by The Carlyle
Group, which received a $722 million dividend distribution in
October 2012 through the issuance of $550 million holding company
notes and excess NBTY cash.  The resulting increase in debt, in
conjunction with the modest profit shortfall, left leverage (as
measured by the ratio of debt to EBITDA) and the ratio of funds
from operations (FFO) to total debt deteriorating to 6x and 10%,
respectively.  The financial risk profile also recognizes the
company's steady, predictable free cash flow generation, and S&P's
expectation for continued "strong" liquidity.  Nevertheless, in
S&P's view, its free cash flow and some of its existing liquidity
sources could be directed towards growth, including greater than
expected retail store expansion and acquisition activity.

The ratings also reflects S&P's assessment that NBTY will maintain
a "fair" business risk profile due to its modest market share in
the highly fragmented, competitive wholesale VMHS industry;
favorable industry demographics associated with aging populations,
which should continue to translate into steady cash flows and
growing demand for VMHS products; the strong bargaining power of
certain of the company's large retail customers; and some customer
concentration with NBTY's top four retailers accounting for 30% of
sales.  S&P believes barriers to entry in the private
label/contract manufacturing wholesale business are modest, though
NBTY has a stronger position in branded products as demonstrated
by its long relationships and category captain/validator status
with 19 of the top 25 largest U.S. retailers.


NEIMAN MARCUS: Deregisters Unsold Notes
---------------------------------------
As originally filed, a registration statement on Form S-1
registered under the Securities Act of 1933, as amended, resales
of two series of debt securities, each issued by The Neiman Marcus
Group, Inc., and guaranteed by the other registrants: the 9
percent/9 3/4 percent Senior Notes due 2015 and the 10 3/8 percent
Senior Subordinated Notes due 2015.  After all senior notes were
retired, this registration statement was updated through Post-
Effective Amendment No. 8 to withdraw the senior notes not
previously sold thereunder from registration.

All senior subordinated notes have now been retired as well, and
the registrants deregistered, by means of a Post-Effective
Amendment No. 10, the senior subordinated notes, to the extent not
previously sold, and all guarantees of securities not previously
sold hereunder.

A copy of the Post-Effective Amendment is available at:

                        http://is.gd/TvzhnZ

                        About Neiman Marcus

Neiman Marcus, Inc., is a luxury retailer conducting integrated
store and online operations principally under the Neiman Marcus
and Bergdorf Goodman brand names.

Neiman Marcus' balance sheet at April 27, 2013, showed $5.21
billion in total assets, $4.42 billion in total liabilities and
$791.21 million in total shareholders' equity.

                           *    *     *

Neiman Marcus carries a B2 Corporate Family Rating from Moody's
Investors Service.


NEOMEDIA TECHNOLOGIES: To Restructure & Reduce Debt by $10-Mil.
---------------------------------------------------------------
NeoMedia Technologies, Inc., has reached a preliminary agreement
with its primary investor, YA Global Investment, L.P., to
restructure and reduce its debt.  The loan agreements with YA will
be restructured into six agreements, down from 32, and will reduce
the total debt by $10 million.  The terms of restructure and debt
forgiveness are however, dependent on the positive results of the
current proxy statement surrounding Proposal 5 and 6.  Should
Proxy 5 and 6 not be approved, YA will not be willing to move
forward with negotiating the debt restructure and debt
forgiveness.

"NeoMedia is happy to have worked with YA on this important
reduction and restructure," said Laura Marriott, CEO, NeoMedia.
"We hope to have a positive outcome in our current proxy with both
proposals 5 and 6 approved.  The company's intention is to seek
new sources of financing in an effort to buy out or augment the
funding from YA.  We are optimistic that our shareholders will
agree that this is a very positive move for the company."

In its most recent Q2 10-Q filing, the company announced revenue
growth of 262 percent and its first ever operating income.  For
more information on NeoMedia, visit http://www.neom.com.

The 2013 Annual Meeting of Stockholders of NeoMedia originally
scheduled to be held on Friday, Aug. 2, 2013, has been postponed
and will now take place on Tuesday, Sept. 3, 2013.

In its Proxy Statement filed with the SEC, the Company asks
shareholders to support Proposal 5, Approval of the Reverse Stock
Split and Proposal 6, Increase to Authorized Shares.  A copy of
the Proxy Statement is available for free at http://is.gd/TIpWN7

                   About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.

As of June 30, 2013, the Company had $5.79 million in total
assets, $92.13 million in total liabilities, all current, $4.81
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock, and a $91.51 million total
shareholders' deficit.


NEOMEDIA TECHNOLOGIES: Inks Employment Agreement with CEO
---------------------------------------------------------
NeoMedia Technologies, Inc., entered into an employment agreement
with Laura Marriott effective Sept. 1, 2013.  Ms. Marriott has
served as the Company's chief executive officer since her
appointment on Oct. 8, 2010, by the Company's board of directors
and Ms. Marriott has also served as Chairperson of the Board since
that date.

The Agreement supersedes and replaces all other agreements between
the Company and Ms. Marriott regarding the terms of her engagement
by the Company as its CEO and Chairperson of the Board.  The term
of the Agreement is three years until Aug. 31, 2016, or until its
earlier termination pursuant to certain provisions regarding
disability, death, cause or good reason.  The Agreement sets a
base salary of $350,000 for Ms. Marriott, with her eligibility for
a quarterly bonus of up to $25,000 in the sole discretion of the
Board, and a Reorganization Bonus as such term is defined and
described in the Agreement.  The Agreement also sets forth the
other terms of the standard Company benefits that Ms. Marriott
will be eligible for as an employee.

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

                        http://is.gd/tfjaqD

                     About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.

As of June 30, 2013, the Company had $5.79 million in total
assets, $92.13 million in total liabilities, all current, $4.81
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock, and a $91.51 million total
shreholders' deficit.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.


NEWLEAD HOLDINGS: Incurs $403.9 Million Net Loss in 2012
--------------------------------------------------------
Newlead Holdings Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$403.92 million on $8.92 million of operating revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $290.39
million on $12.22 million of operating revenues for the year ended
Dec. 31, 2011.  The Company incurred a net loss of $86.34 million
on $17.43 million of operating revenues in 2010.

As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total
assets, $177.42 million in total liabilities and a $115.62 million
total shareholders' deficit.

PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.

A copy of the Form 20-F is available for free at:

                        http://is.gd/upKpBA

                     About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.


NNN CYPRESSWOOD: Sept. 11 Hearing on Adequacy of Plan Outline
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until Sept. 11, 2013, at 10:30 a.m., the hearing to
consider the adequacy of the Disclosure Statement explaining NNN
Cypresswood Drive 25 LLC's Plan of Reorganization.

As reported in the Troubled Company Reporter on March 28, 2013,
the Plan provides for the "roll-up" of the tenant-in-common
interests of 33 single purpose limited liability companies,
including the Debtor, in improved real property located in
Houston, Texas, into membership interests in a single limited
liability company.

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

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

Under the Plan, administrative expense claims will be paid in
full.  General unsecured claims of $8,306 will be paid 50% within
six months of the plan effective date and the other 50% within 12
months of the Effective Date.

The secured claim of WBCMT 2007-C33, LLC, will be paid through
monthly payments of interest and principal amortized over 10 years
and beginning on the 10th day of the month after the Effective
Date.  All payments will be made by the 10th business day of that
month.  Monthly payments will be in the amount of $43,575.  WBCMT
will retain its existing lien against the Debtor's four-story
office building and an adjacent one-story building zoned for
restaurant use.  The claim will balloon and be fully due and
payable 120 months from the Effective Date.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), has principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Michael L. Gesas, Esq., at Arnstein & Lehr LLP, in Chicago,
represent the Debtor as counsel.  Mubeen M. Aliniazee and
Highpoint Management Solutions, LLC, serve as the Debtor's
financial consultant.

No trustee, examiner, or statutory creditors' committee has been
appointed in this chapter 11 case.


NORTEL NETWORKS: Cleary Gottlieb Atty. Withdraws Appearance
-----------------------------------------------------------
Nortel Networks Inc., et al., notified the U.S. Bankruptcy Court
for the District of Delaware that Megan J. Fleming-Delacruz of
Cleary Gottlieb Steen & Hamilton LLP has withdrawn her appearance
as counsel for the Debtors.

The Debtors continue to be represented by James L. Bromley, Esq.,
and Lisa M. Schweitzer, Esq., at CLEARY GOTTLIEB STEEN & HAMILTON
LLP, in New York; and Eric D. Schwartz, Esq., Derek C. Abbott,
Esq., Ann C. Cordo, Esq., and Tamara K. Minott, Esq., at MORRIS,
NICHOLS, ARSHT & TUNNELL LLP, in Wilmington, Delaware.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


OIL PATCH: Can Employ Okin & Adams as Bankruptcy Counsel
--------------------------------------------------------
Oil Patch Brazos Valley, Inc. sought and obtained approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Okin & Adams LLP as counsel.

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

Pre-bankruptcy, Okin & Adams received a $35,000 retainer from the
Debtor.  Okin Adams also received an additional retainer of
$35,000 from the Debtor's primary equity owners.  After
application of fees and expenses, the retainer stands at $63,494.

                     About Oil Patch

Angleton, Texas-based Oil Patch Brazos Valley, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on July 2,
2013.  The case, assigned Case No. 13-34177, is pending before the
U.S. Bankruptcy Court Southern District of Texas (Houston).  Judge
Jeff Bohm presides over the case.

Matthew Scott Okin, Esq., at Okin & Adams LLP, in Houston, Texas,
represents the Debtor as counsel. The Debtor tapped James Childs,
LLC as financial advisor.

The Debtor disclosed $16,887,969 in assets and $15,313,489 in
liabilities as of the Chapter 11 filing.

The petition was signed by Wright Gore, III, chief operating
officer.

No trustee or creditors committee has been appointed in the case.


OLYMPIC HOLDINGS: Sept. 18 Hearing on Request to Dismiss Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Sept. 18, 2013, at 11 a.m., to consider
approval of Olympic Holdings, LLC's request to dismiss its
Chapter 11 case with six months bar on re-filing.

The Debtor relates that the settlement agreement with secured
creditor JP Morgan Chase Bank, N.A. on JPMC's first priority lien
on the Debtor's real property has resolved all of the issues the
Debtor had with its creditors and there is no further reason to
attempt to get a Plan of Reorganization confirmed.

By the settlement, the Debtor has entered into an agreed upon Loan
Modification with JPMC which results in a cure of the obligation
to JPMC and a final resolution of all pending issues between the
parties.  As part of the settlement, the Debtor has agreed that
JMPC will have relief from stay in rem for two years.

                      About Olympic Holdings

Beverly Hills, California-based Olympic Holdings, LLC, filed
a bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-32707) on June 29, 2012, in Los Angeles.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Affiliates of the Debtor that filed separate Chapter 11 petitions
in the same Court are Wooton Group, LLC (Case No. 12-31323, filed
June 19, 2012) and Golden Oak Partners, LLC (Case No. 12-33650
filed July 9, 2012).  M. Jonathan Hayes, Esq. at Simon Resnik
Hayes LLP represents the Debtor as counsel.

The Debtor is a California Limited Liability Company formed in
1996 which owns and manages real property.  This is a single asset
case.  The Debtor owns property comprised of three (3)
continguous, multi-tenant industrial/warehouse buildings located
at 4851 S. Alameda Street, in Los Angeles, California.


ORCHARD SUPPLY: Puma Capital Does Not Own Class A Shares
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Puma Capital, LLC, disclosed that as of
Aug. 27, 2013, it does not beneficially own shares of Class A
common stock Orchard Supply Hardware Stores Corporation.  Puma
Capital previously reported beneficial ownership of 273,980 shares
of Class A common stock as of June 21, 2013.  A copy of the
amended regulatory filing is available at http://is.gd/yaB4gu

                       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 affiliates 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.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.


PACE UNIVERSITY: Moody's Withdraws Ba1 Rating on Revenue Bonds
--------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba1 ratings on Pace
University's Series 2005A and Series 2005B Insured Revenue Bonds
issued through the Dormitory Authority of the State of New York.
The rating withdrawal follows the redemption of the bonds in April
2013. At this time, the university has no debt outstanding rated
by Moody's on the basis of the university's credit quality.

Rating Rationale:

Moody's has withdrawn the rating because of the redemption of the
rated bonds in April 2013.


PATRIOT COAL: Wants Rule 2004 Examination of Arch Coal
------------------------------------------------------
Patriot Coal Corporation, et al., and the Official Committee of
Unsecured Creditors are investigating the formation and sale of
Magnum Coal Company and Patriot's 2008 acquisition of Magnum to
determine, inter alia, the impact of the assets and liabilities
acquired in the Merger on Patriot's financial condition.

According to papers filed with the Court, investigation of the
assets and liabilities of the Debtors' estates would remain
incomplete without discovery from Arch Coal, Inc., and its
subsidiaries.

"While Patriot is a creation of Peabody Energy Corporation, a
portion of its current assets and liabilities originated with Arch
and came to Patriot through the Merger," the Movants relate.
Thus, according to the Movants, understanding Arch's role in the
creation of Magnum, and Arch's process of selecting the assets and
liabilities the Debtors later acquired in the Merger, is essential
to an understanding of the Debtors' estates and potential causes
of action, whether arising from Peabody's 2007 spinoff of Patriot
or from the Merger".

The Movants therefore ask the U.S. Bankruptcy Court for the
Eastern District of Missouri pursuant to section 105 of the
Bankruptcy Code, Rule 2004 of the Federal Rules of Bankruptcy
Procedure and the Court's Case Management Order entered on
March 22, 2013, to grant them leave to propound requests for
documents from Arch Coal, Inc., substantially in the form annexed
as Appendix A to the Motion.

The Motion is scheduled for hearing on Sept. 24, 2013, at
10:00 a.m.  Any response or objection to the Motion must be filed
with the Court by 4:00 p.m. on Sept. 17, 2013.

A copy of the Arch Rule 2004 Motion is available at:

         http://bankrupt.com/misc/patriotcoal.doc4576.pdf

                        About Patriot Coal

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

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Wants Rule 2004 Examination of ArcLight Capital
-------------------------------------------------------------
Patriot Coal Corporation, et al., and the Official Committee of
Unsecured Creditors ask the U.S. Bankruptcy Court for the Eastern
District of Missouri for permission to conduct a Rule 2004
Examination of ArcLight Capital Partners, LLC, and its affiliates.

According to papers filed with the Court, discovery from ArcLight
is essential to a complete understanding of the assets and
liabilities of the Debtors' estates.  ArcLight was the majority
shareholder of Magnum Coal Company at the time of Patriot's 2008
acquisition of Magnum (the "Merger"), party to the Agreement and
Plan of Merger governing that transaction, and remained a
substantial shareholder of Patriot following the Merger.

The Motion is scheduled for hearing on Sept. 24, 2013, at
10:00 a.m.  Any response or objection to the Motion must be filed
with the Court by 4:00 p.m. on Sept. 17, 2013.

A copy of the ArcLight Rule 2004 Motion is available at:

         http://bankrupt.com/misc/patriotcoal.doc4577.pdf

                        About Patriot Coal

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

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Enters Into New CBAs, MOU and VFA
-----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
entered an order approving the collective bargaining agreements
with the United Mine Workers of America, the Memorandum of
Understanding and the "VFA" on Aug. 22, 2013.

On Aug. 26, 2013, Patriot Coal Corporation and certain of its
subsidiaries, as obligors, entered into the New CBAs with an
effective date of June 30, 2013, and Patriot, on behalf of itself
and the Obligors, entered into the MOU and the VFA.  Together,
these agreements reflect negotiated resolution of modifications to
the previous collective bargaining agreements between the Obligors
and the UMWA regarding UMWA-represented employees and the benefits
provided to UMWA-represented retirees.  The UMWA reserved the
right to terminate the New CBAs and the MOU if certain conditions
are not met.  The UMWA also delivered certain assurances to
Patriot concerning the UMWA 1974 Pension Plan.

The new collective bargaining agreements and a Memorandum of
Understanding with the UMWA were ratified by the members of the
UMWA on Aug. 16, 2013.

The 1113 Settlement

The following are some of the key provisions of the New CBAs and
the MOU that affect UMWA Employees:

   * wage reductions to levels in place on June 1, 2012;

   * $0.50 per hour wage increases on the first day of each new
     year from 2015 to 2018;

   * wage reopener in 2016 to permit wage adjustments for 2017 and
     2018, subject to certain limitations;

   * elimination of shift differential payments and premium
     overtime pay, but UMWA Employees will receive 1.5 times their
     regular pay for any hours worked over 40 hours per week and
     holidays;

   * adjustments to paid time off;

   * adjustments to work rules;

   * UMWA Employees will receive a health care plan closely
     matching that of Patriot non-union employees but with lower
     out-of-pocket maximums and without health care premiums;

   * the Obligors will contribute 3 percent of UMWA Employees'
     gross wages into a 401(k) or similar plan in lieu of the
     obligation to provide retiree healthcare in the future; and

   * the Obligors required to participate in and contribute to the
     UMWA 1974 Pension Plan will continue to do so.

The 1114 Settlement

The following are some of the key provisions of the New CBAs and
the MOU that affect UMWA Retirees:

   * the Obligors will continue to provide retiree healthcare
     benefits to UMWA Retirees through Dec. 31, 2013, subject to
     certain limitations and funding requirements;

   * the UMWA has established a voluntary employees' beneficiary
     association trust which will assume the Obligor Debtors'
     obligations to provide retiree benefits to the UMWA Retirees
     effective Jan. 1, 2014; and

   * Patriot, on behalf of itself and the Obligors, has entered
     into an agreement to provide certain funding to the VEBA
     (the "VFA").

The MOU

The MOU reflects certain other understandings between Patriot, the
Obligors and the UMWA:

   * establishment and funding of a litigation trust by Patriot to
     pursue certain claims or causes of action for, or on behalf
     of, Patriot and certain of its subsidiaries;

   * any Chapter 11 plan of reorganization filed in Patriot's
     Chapter 11 bankruptcy case will not conflict with or alter
     the New CBAs or the MOU and shall not propose or contain any
     involuntary release by the UMWA; and

   * provided that certain requirements are met, the UMWA will
     support and the VEBA will not object to or vote against the
     confirmation of a Plan.

                        About Patriot Coal

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

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PETER DEHAAN: Gets Plan Outline OK, Oct. 2 Confirmation Hrg. Set
----------------------------------------------------------------
Judge Randall L. Dunn has finally entered an order on Aug. 22,
2013, approving the amended disclosure statement describing the
Chapter 11 Plan of Peter DeHaan Holsteins, LLC, dated Aug. 20,
2013.

The Debtor can now soliciting acceptances for its Plan.  Sept. 23,
2013 has been fixed as the plan voting deadline.

The Troubled Company Reporter previously reported that the U.S.
Bankruptcy Court for the District of Oregon vacated in mid-August
2013 its order on the Disclosure Statement and directed the Debtor
to file an amended plan outline by Aug. 20.

Another hearing will be convened on Oct. 2, at 10:00 a.m., in
Portland to consider confirmation of the Plan.  Objections to plan
confirmation must be filed no later than Sept. 23.

The Aug. 6, 2013 edition of the TCR reported that the Debtor
will implement the Plan primarily though the sale or surrender of
assets.  Allowed Administrative Claims of Debtor's professionals
(attorneys and accountants) will be paid from funds on hand upon
Court approval.  The Debtor estimates that Administrative Claims
of professionals will total approximately $300,000 as of the
Effective Date.  The Debtor will continue to list and market the
Salem Farm and  facilities for sale.  It believes that the Salem
Property could be sold for an aggregate price of $4 million.  As
part of the restructuring, the Debtor will reduce its current
dairy operations even further by selling up to an additional 1,200
milk cows and 1,000 heifers which are estimated to generate an
additional $2.37 million in proceeds.

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products. In 2011, the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals. The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon. The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon. A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon. A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon. The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012. The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million. Jeffrey C. Misley, Esq., and Timothy A. Solomon,
Esq., at Sussman Shank LLP, in Portland, represent the Debtor as
counsel.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PHOENIX DEVELOPMENT: Opposes Conversion of Case to Chapter 7
------------------------------------------------------------
Phoenix Development and Land Investment, LLC, asks the Court not
to convert its Chapter 11 case to a case under Chapter 7 of the
Bankruptcy Code.  The Debtor asserts there are no funds in the
bankruptcy estate to pay legal fees.

As previously reported by the TCR on Aug. 14, 2013, SCBT N.A., dba
CBT, a Division of SCBT, sought convertion of the Debtor's case
stating the Debtor has no way to reorganize.  According to SCBT,
converting the case to Chapter 7 would provide for a bankruptcy
trustee that could litigate the claims and, assuming any
recoveries, distribute them to creditors.

In response to the Motion to Convert, the Debtor asserts that SCBT
lacks standing in the case and it does not owe any debt to SCBT.

The Debtor says none of the creditors with undisputed allowed
claims are objecting to dismissal or supporting conversion.

Moreover, a litigation is currently pending in a state court
involving the Board of Regents.  There is a pending Motion for
Summary Judgment filed by the Board of Regents against the Debtor.
The Debtor maintains coversion to Chapter 7 would most likely
result in sumary judgment on its claim against the Board of
Regents.

The Debtor reiterates its request to dismiss its case.  The
hearing to consider approval of the Motion to Dismiss has been
continued to Oct. 23, 2013, at 2:00 p.m.

                     About Phoenix Development

Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6, 2013.  The Watkinsville, Georgia-based company
disclosed total assets of $31.7 million and liabilities of
$4.31 million in its schedules.  The petition was signed by Conway
Broun as manager.  Ernest V. Harris, Esq., at Harris & Liken, LLP,
serves as the Debtor's counsel.

Byron C. Starcher, Esq., at Nelson, Mullins, Riley & Scarborough,
LLP, represents SCB&T, N.A., as counsel.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T, NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia.


PIANISSIMO ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to Pianissimo Acquisition
Corp., in connection with its proposed acquisition of Steinway
Musical Instruments. A B1 rating was assigned to Pianissimo's
proposed $190 million senior secured first lien term loan, and a
Caa1 rating was assigned to the company's proposed $100 million
second lien term loan. Proceeds from the proposed debt offerings
along with a $225 million equity contribution by Paulson & Co.,
the equity sponsor and sole owner of Pianissimo, will be used to
fund the acquisition. The rating outlook is stable.

At the close of the transaction, Pianissimo Acquisition Corp.,
parent of Steinway Musical Instruments, will be merged into and
renamed Steinway Musical Instruments. The transaction is expected
to close in late September.

New Ratings Assigned:

Corporate Family Rating, at B2;

Probability of Default Rating, at B2-PD;

$190 million first lien senior secured term loan due 2019, at B1
(LGD 3, 39%);

$100 million second lien secured term loan due 2020 at Caa1 (LGD
5, 79%)

Rating Rationale:

"The B2 Corporate Family Rating reflects Steinway's high pro forma
financial leverage, at over 6 times, and our view that leverage
will remain above 5 times for at least the next few of years,"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service.

"The ratings also reflect Steinway's relatively small scale in
terms of revenue and narrow product offering, along with the
inherent risks associated with being owned by a hedge fund such as
dividend payments or other shareholder returns, although such
actions are not expected by the company in the near-term," added
Cassidy.

Positive rating consideration is given to Steinway's strong brand
recognition and high product quality, geographic diversification
and product diversification within musical instruments.

The stable outlook reflects Moody's expectation that debt/EBITDA
will remain above 5 times over the next 12 to 18 months, despite
the expected demand growth in China and in the United States.

Ratings could be downgraded if debt/EBITDA was sustained above 7
times for any reason or if liquidity meaningfully deteriorated.
The rating is unlikely to be upgraded in the near to medium term
because Steinway's leverage is likely to remain around 5 times or
higher. Debt/EBITDA would need to approach 4 times for an upgrade
to be considered.

On August 14, 2013 Steinway announced that it had entered into a
definitive merger agreement with Paulson valuing Steinway at
approximately $512 million. Paulson has launched a tender offer to
acquire all outstanding shares of Steinway's common stock for
$40.00 per share in cash.

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Steinway Musical Instruments, Inc., headquartered in Waltham,
Massachusetts, is one of the world's leading manufacturers of
musical instruments. The company's products include Steinway &
Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach
Stradivarius trumpets, C.G. Conn French horns, King trombones, and
Ludwig snare drums. Revenues for the twelve months ended June 30,
2013, approximated $360 million.


PINNACLE FOOD: Moody's Rates $525MM Senior Term Loan 'Ba3'
----------------------------------------------------------
Moody's Investor's Service has assigned a Ba3 long-term senior
secured bank debt rating to a new $525 million bank term loan
being offered by Pinnacle Food Finance LLC. Moody's also affirmed
the company's SGL-2 Speculative Grade Liquidity rating. Pinnacle
intends to use the term loan proceeds to fund the recently
announced purchase of Unilever PLC's salad dressing business. This
transaction is expected to close on October 1st, subject to
customary closing conditions. The rating outlook is stable.

The new bank term loan will expire on April 29, 2020 and rank
equal to the existing $1,776 million of senior secured bank debt
instruments and contain the same guarantees and security.

On August 12, 2013, Pinnacle announced that it had reached a deal
to purchase assets of the Wish Bone salad dressing business from
Unilever PLC for $580 million in cash. Pinnacle will fund the
acquisition with a new $525 million term loan and cash on hand.
The transaction includes the Wish Bone brand -- the #3 salad
dressing brand in the US -- and Western, a regional brand, which
together generates annual sales of approximately $190 million.
Pinnacle estimates that the acquired business will generate $45-50
million of EBITDA in 2014.

Rating Rationale:

Pinnacle's B1 Corporate Family Rating reflects the company's
portfolio of mature brands in the frozen and shelf-stable food
categories that generate relatively stable operating performance,
albeit with limited growth potential. Pinnacle competes
successfully against food companies with greater scale, capital
resources and pricing power by focusing on optimizing its brand
investment and maintaining efficient operations. The rating
reflects elevated event risk related to Pinnacle's still-
concentrated 68% ownership by private equity firm, The Blackstone
Group ("Blackstone"), and its greater capacity to pursue mergers
and acquisitions as a public company. On April 3, 2013 Pinnacle
raised $667 million in an IPO and used the proceeds to reduce
outstanding debt.

Pinnacle Foods Finance LLC:

Rating Assigned

$525 million senior secured incremental Term Loan G due April 2020
at Ba3 / LGD3 - 42%.

Ratings Affirmed

Speculative Grade Liquidity rating at SGL-2.

Ratings Unchanged / LGD Rates Updated

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

$150 million senior secured revolving credit facility expiring
April 2018 at Ba3 / LGD3 - to 42% from 40%;

$1,626 million senior secured Term Loan G due April 2020 at Ba3 /
LGD3 - to 42% from 40%;

$350 million 4.875% senior unsecured notes due May 2021 at B3 /
LGD6 - to 92% from 90%.

The outlook is stable.

The B3 senior unsecured debt rating is currently two notches below
the B1 Corporate Family Rating reflecting its junior position in
the capital structure to approximately $2.2 billion of senior
secured debt instruments, including the new term loan.

Pinnacle's Corporate Family Rating could be lowered if weak
operating performance or a subsequent leveraged acquisition causes
Pinnacle's debt/EBITDA to rise above 6.0 times. A ratings upgrade
would be considered if Moody's believes that Pinnacle is likely to
reduce and sustain debt to EBITDA below 4.0 times.

Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance
LLC -- through its wholly-owned operating company, Pinnacle Foods
Group -- manufactures and markets branded convenience food
products in the US and Canada. Its brands include Birds Eye,
Voila, Hungry-Man and Swanson frozen dinners, Vlasic pickles, Mrs.
Paul's and Van de Kamp's frozen prepared sea food, Aunt Jemima
frozen breakfasts, Log Cabin and Mrs. Butterworth's syrup and
Duncan Hines cake mixes. Net sales for the last twelve month
period ended June 30, 2013 were approximately $2.5 billion.

Pinnacle Foods Finance LLC is controlled by investment funds
associated with or designated by The Blackstone Group, which owns
approximately 68% of the common shares.

The principal methodology used in this rating was the Global
Packaged Goods published in June 2013 . Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


PINNACLE FOODS: S&P Lowers Rating on US$2.3BB Loan to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services removed its senior secured
issue-level rating on Pinnacle Foods Finance LLC (wholly owned
subsidiary of Pinnacle Foods Inc.) now $2.3 billion senior secured
credit facilities due 2020 from CreditWatch with negative
implications where it was placed on Aug. 13, 2013 following the
company's announcement that it would be issuing $525 million
additional senior secured debt to finance the acquisition of the
Wish-Bone salad dressings business from Unilever PLC for
approximately $580 million.  At the same time, S&P lowered the
issue-level rating on this debt to 'BB-' from 'BB'.  S&P also
revised the recovery rating to '2', indicating its expectations
for substantial (70% to 90%) recovery in the event of a payment
default, from '1', which as per S&P's notching criteria, resulted
in the lower issue-level rating.  The increase in senior secured
debt outstanding at the time of S&P's simulated default scenario
reduced the recovery percentage to the 70% to 90% range as
compared with 90% to 100% before the additional debt, resulting in
a lower recovery rating.

The 'B+' corporate credit rating remains unchanged as does the
'B-' issue-level rating on the company's $350 million senior
unsecured notes due 2021.  The recovery rating on those notes
remains '6', indicating S&P's expectations for negligible (0% to
10%) recovery in the event of a payment default.

Pinnacle will have roughly $2.5 billion in reported debt
outstanding following the Wish-Bone transaction.  For the 12
months ended June 30, 2013, S&P estimates that Pinnacle's leverage
was roughly 4.7x.  S&P estimates that following this transaction,
pro forma leverage (excluding projected synergies) will be roughly
5.3x for the 12 months ended June 30, 2013.  Given Wish-Bone's
higher EBITDA margin, the company's expected synergy cost savings
to be fully achieved by 2016, and S&P's expectation that debt will
be reduced with excess cash flow, it estimates that Pinnacle will
be able to deleverage below 5x by the end of fiscal 2014.

Ratings List

Pinnacle Foods Inc.
Corporate Credit Rating                B+/Stable

Ratings Lowered; CreditWatch/Outlook Action;
Recovery rating revised
                                       To        From
Pinnacle Foods Finance LLC
Senior Secured
  US$2.3 bil term G bank ln due        BB-        BB (Watch Neg)
  04/29/2020
   Recovery Rating                     2          1
  US$150 mil replacement revolving     BB-        BB (Watch Neg)
  bank ln due 04/17/2018
   Recovery Rating                     2          1


PITNEY BOWES: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to Pitney Bowes
Management Systems. Moody's also assigned B1, LGD3-36% rating to
the company's $265 million first lien senior secured credit
facilities and a Caa1, LGD5-85% rating to the company's $100
million second lien term loan. The rating outlook is stable.

This is the first time Moody's has rated PBMS as a standalone
company. The debt issuances, in conjunction with $130 million
equity contribution from Apollo Global Management will be used to
fund the $400 million purchase of PBMS from its parent, Pitney
Bowes Inc. (Baa2, stable). Following the completion of the
transaction, Pitney Bowes will no longer have any ownership
interest in PBMS.

Assignments:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

First Lien Senior Secured Facilities at B1 (LGD 3 -36%)

Second Lien Senior Secured Facilities at Caa1 (LGD 5-85%)

Outlook: Stable

Ratings Rationale:

PBMS's B2 CFR reflects the company's relatively high financial
leverage, the business challenges in its core outsourcing mail and
print segments, as well as the risks posed in transforming its
operations to a standalone company. Moody's believes that the
changing nature of printed media by large users in the US and
Canada, along with a secular decline in traditional mail delivery
will continue to pressure the company's revenue growth prospects
as its customers look to cut costs. The company's revenues have
declined over the last five years when it was part of Pitney
Bowes, and management faces significant hurdles in reversing the
revenue declines, although the company believes that it will be in
a better position to seek growth opportunities outside Pitney
Bowes corporate umbrella. In addition, operating expense
reductions are paramount to generate free cash flow needed to
service the high debt load. The rating is supported by the
company's long-standing , blue chip customer base and contractual
relationships which engender high recurring revenues, as well as
an asset-light business model which could provide a platform for
strong free cash flow generation in a tightly managed operating
cost environment.

Moody's views PBMS to have good liquidity. Moody's expects the
company to be essentially free cash flow break even over the next
12 to 18 months, as it incurs costs to effect its separation from
Pitney Bowes. Moody's expects the company to operate with minimum
cash balances of about $10 million. The company maintains a $50
million revolving credit facility as a source for external
liquidity, which Moody's expects to be undrawn over the next 12
months.

The ratings for PBMS debt instruments comprise both the overall
probability of default to which Moody's assigned a PDR of B2-PD
and an average family loss given default assessment. Moody's rates
the company's senior secured credit facilities B1, LGD3-36%. The
ratings of the senior secured credit facility benefit from the
superior collateral package that includes all assets and upstream
guarantees of subsidiaries, and a pledge of stock of the Canadian.
Moody's also rates PBMS's second lien term loan Caa1, LGD5 --85%
reflecting the junior position in the capital structure relative
to the first lien senior secured debt.

Rating Outlook

The stable outlook reflects Moody's view that despite the
anticipated challenges to grow revenues and operating margins in
the near term, the company is in a position to address these
challenges through longer term free cash flow generating
potential.

What Could Change the Rating - UP

As PBMS's rating is prospective for expected operating
improvements and ongoing deleveraging, an upgrade is unlikely in
the near term. However, PBMS's rating could be upgraded if the
company exhibits strong revenue growth, and maintains expense
discipline such that adjusted operating margins are consistently
above 12% and demonstrates consistently high levels of free cash
flow. The rating could also be considered for an upgrade if the
company maintains adjusted leverage below 3.5 times.

What Could Change the Rating - DOWN

As the B2 CFR is predicated on expected operating improvements and
deleveraging, ratings could be downgraded if PBMS's operating
performance does not improve as anticipated, due to increased
business risk, the persistent revenue contraction is not reversed,
loss of market share, or a change in PBMS's competitive position
as evidenced by adjusted operating margins staying below 9% or the
necessary free cash flow to reduce debt does not materialize. In
addition, the rating may be downgraded if PBMS's adjusted leverage
remains above 4.5 times.

Headquartered in Stamford, Connecticut, Pitney Bowes Management
Systems Inc. is a provider of outsourcing mail, print, customer
communication and document management solutions to large
enterprises and the public sector across US and Canada.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


PITTSBURG REDEVELOPMENT: Fitch Keeps BB- Bond Rating on Watch Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed Pittsburg Redevelopment Agency,
California's (the agency) various tax allocation bond (TAB)
ratings below:

-- $123.2 million senior non-housing TABs, series 1999, 2002A,
   2003A at 'A';

-- $26.1 million housing TABs, series 2004A and 2006A at 'BBB'.

The Rating Outlook is Stable.

Fitch additionally maintains the Rating Watch Negative for the
following TABs, which are rated 'BB-':

-- $142.8 million subordinate non-housing TABs, series 2006B,
   2006C, 2008A.

Security

The senior non-housing TABs are secured by all taxes allocated to
the agency, and payments from swap contracts, net of the 20%
housing set-aside, and the Contra Costa County (the county)
administrative fee. The subordinate TABs are secured by a junior
lien on the same revenue stream. The housing TABs are secured by a
senior lien on housing set-aside revenues. All bonds additionally
are secured by cash-funded debt service reserve funds.

Key Rating Drivers

Subordination Lawsuit Risks Remain: The Rating Watch Negative
reflects concerns that an outstanding legal dispute filed by a
school district would, if settled in favor of the district, cause
the agency's subordinate non-housing TABs to default in several
years. This assumes no assessed valuation (AV) growth, and an
inability to use excess housing increment to pay debt service. The
agency's other TABs are not materially affected by the lawsuit.

Insufficient Subordinate Coverage Levels: The 'BB-' subordinate
non-housing TABs' rating reflects insufficient net tax increment
to pay debt service. However, the agency expects to use interest
earnings and surplus housing increment to pay debt service in
fiscal 2014 with no draw from debt service reserve funds.

Variable Rate Vulnerabilities: A significant portion of the
subordinate non-housing TABs were issued as variable rate and
include an interest rate swap and a letter of credit (LOC) that
expires in fiscal 2015 and whose fee has climbed significantly.

Other Tabs Rated Higher: The agency's housing and senior non-
housing TABs enjoy materially higher coverage levels that stand up
adequately and very well, respectively, to potential further AV
declines.

Minimal FY14 AV Growth: The project area's AV was nearly flat in
fiscal 2014, despite solid home price appreciation and new
development.

Mixed Project Area Characteristics: The project area benefits from
its very large size and a high incremental value (IV) to base year
ratio, suggesting lower revenue volatility. However, AV fell
significantly during the housing-led recession, and the local
economy is weighed by high unemployment and low income levels.

Rating Sensitivities (Subordinate Non-Housing TABs)

Litigation Loss: Fitch likely would downgrade the bonds if the
lawsuit were ultimately settled in favor of the plaintiff.

AV Decline: An unexpected and material AV decline from current
levels would result in negative rating action.

Credit Profile

Pittsburg is located in Contra Costa County, within the large and
diverse San Francisco Bay Area employment market. Most local
economic indicators are weak despite the city's geographic
advantages. Unemployment fell year over year to a still high 10.7%
from 14.1%, and income levels are below average. Pre-recession
population growth was strong, but the housing-led downturn
substantially slowed in-migration and resulted in severe real
estate valuation losses and a significant peak-to-trough AV
contraction of 20%.

The project area comprises a large 5,750 acres, making up over 70%
of the city's fiscal 2014 AV. The project area is mostly
residential, with a quarter of AV split between a power plant and
commercial properties. Taxpayer concentration is moderate, with
the top 10 payers making up 22% of AV (24% of IV).

Tentative Ruling Favors Agency But Risks Remain
On August 23, 2013 a court issued a tentative ruling in favor of
the agency regarding Pittsburg Unified School District's (the
district) pass-through subordination lawsuit. The district is
trying to invalidate agreements between the district and the
agency that subordinated the district's pass-through payments to
TAB debt service. If the district prevailed the agency could lose
up to $3 million of tax increment (equivalent to 8.4% of fiscal
2014 AV).

Fitch estimates the loss would result in the subordinate non-
housing TABs' default as early as fiscal 2020 absent future AV
growth. Fitch's default date estimate has been extended from
fiscal 2017 in March due to a slight AV gain, and higher interest
earnings and reserve levels than previously projected. The default
date estimate does not assume availability of surplus housing
revenues or interest on certain reserves.

The housing TABs are not affected, as pass-through payments are
not deducted from housing increment. The senior non-housing TABs
would not be materially affected because their debt service
coverage is very high and the impact on net revenues would not be
sufficiently sized to warrant a downgrade.

Fitch is not factoring the tentative ruling into the TABs' credit
profile as the district may continue pursuing its lawsuit and
ultimately prevail.

AV Flat Despite Recovering Housing Market

The project area's fiscal 2014 AV gained just 0.3% compared to the
year prior in spite of increasing new development and a
significant year-over-year 20% home value gain in January 2013
(the valuation date used to determine AV levels for fiscal 2014).
The project area's AV performance was particularly weak with
consideration of the 12.6% gain experienced in the rest of the
city. The project area makes up 71% of the city's total AV and
contains almost all of its new growth.

The nearly flat growth in fiscal 2014 does not negatively affect
the rating, as Fitch has been conservatively assuming no AV growth
in the agency's debt service coverage tests despite the city's
recent housing market recovery.

Housing and Senior Non-Housing Tabs Enjoy Higher Coverage

The higher rating on the housing and senior non-housing TABs
reflect stronger fiscal 2014 MADS coverage of 1.32x and 2.58x,
respectively. These levels could absorb AV losses of 23.5% and
56.7%, respectively, before MADS coverage would fall to 1.0x.

Sub TABS' Inadequate Debt Service Coverage to Fall With Loc Hike

Fitch estimates fiscal 2014 net tax increment at $33.1 million,
providing insufficient coverage of the subordinate non-housing
TABs at 0.96x. The agency expects debt service to be fully paid
without drawing from debt service reserve funds due to the
availability of interest earnings and loan repayments, which
management estimates at $1.5 million and $400,000, respectively.
The agency has been using surplus housing revenues to pay debt
service and plans to continue doing so, per guidance from the
state's department of finance. However, the source is not legally
pledged per the bonds' trust indenture. Fitch estimates these
revenues at $629,000 in fiscal 2014.

Net tax increment would be $1 million lower if not for the delayed
implementation of an LOC fee increase, which is on parity with
debt service. Due to the TABs' rating level falling below 'BB+',
the agency's LOC fee on its variable rate TABs increased $1
million annually. The LOC provider has allowed the agency to
accrue the fee for the first two implementation years,
accumulating to $2 million payable in fiscal 2015. Subsequent
years' increased fees would equal about $1 million, due annually
thereafter, or until the rating rises to at least 'BB+'.

The LOC-fee related cost increase lowers Fitch-estimated maximum
annual debt service (MADS) coverage to just 0.88x in fiscal 2015
when the one-time $2 million payment is due, rising to .92x in
fiscal 2016. Debt service is structured as roughly flat. Fitch
estimates that debt service reserves would be drawn down
moderately, but not extinguished, through the fiscal 2026 maturity
of the bonds, assuming flat AV and continued exposure to the
elevated LOC fee in perpetuity. However, Fitch's reserve drawdown
assumptions do not include surplus housing increment and a portion
of interest earnings attributable to bond fund accounts.

Sub TABS Exposed to Variable Rate Structural Risks

The subordinate non-housing TABs are 44% variable rate bonds by
par value (variable rate TABs not rated by Fitch) with a variable-
to-fixed rate swap. The variable rate structure leaves all of the
parity TABs exposed to interest rate risk if the swap is
terminated. The swap counterparty (Piper Jaffray) may terminate
the swap if the agency's debt is downgraded to below 'BBB-' by
S&P. Management estimates the termination payment at roughly $20
million.

The termination payment would be subordinate to subordinate debt
service and likely could not be paid based on current debt service
coverage levels. As a result, the swap counterparty may not be
incentivized to terminate the swap, if the option becomes
available. Further, Fitch would not expect failure to make a
termination payment to result in a TAB default.

The agency is also exposed to LOC renewal risks, with the LOC
scheduled to expire in December 2014. An inability to extend or
replace the agency's LOC would result in conversion of the
variable rate TABs to bank bonds, which could raise interest costs
to as high as 12%, adding an estimated $9.9 million to annual
interest costs. Fitch estimates the bonds' debt service reserves
could last about four years under these conditions before
depletion, depending on how revenue shortfalls would be allocated
to various debt service reserve funds. The variable rate TABs
include a special $26.6 million reserve required as a condition of
the agency's prior LOC extension. This reserve is in addition to
the indenture-required reserve sized to the IRS maximum.


PLANDAI BIOTECHNOLOGY: Obtains Exclusive License to PheroidTM
-------------------------------------------------------------
Plandai Biotechnology, Inc., on Aug. 30, 2013, executed a license
with North-West University, South Africa, under which the company
received an exclusive license to develop and market products using
the PheroidTM system of nano-entrapment, the patents and
associated intellectual property to which is owned by North-West
University.  The license is limited to entrapping polyenes for
animal and human use.  Under the terms of the license, Plandai
will pay a royalty of 2 percent of net sales of all product that
incorporates the Pheroid technology, with a minimum of R20,000
(approx. US $2,000) due annually.  The license expires in 10 years
and contains requirements that the company achieve certain
development milestones with respect to brining products to market.

On May 22, 2013, the company executed a convertible debenture in
the amount of $103,500 which becomes due and payable nine months
from the date of execution.  The note bears interest at the rate
of 8 percent per annum Under the terms of the debenture, the
company has the right to repay the balance plus unpaid interest up
until six months after the date of issuance.  Commencing on the
six month, the debenture becomes convertible into common stock at
discount of 42 percent off the current price per share.  The
Company has made arrangements for and fully intends to repay the
balance of the debenture plus all accrued interest prior to the
conversion date.

On Aug. 20, 2013, the company executed two convertible promissory
notes totaling $550,000.  The notes bear interest at the rate of 8
percent per annum and become due and payable in six months from
the date of issuance.  During the first 90 days from issuance, the
notes are repayable without incurring any interest charges.  As of
Aug. 26, 2013, the company had been advanced $125,000 against the
two notes.  When the notes become payable, the holder has the
option of converting the unpaid balance of any advances into
common stock of the company at a discount of 40 percent off the
then current price per share.  The Company has made arrangements
for and fully intends to repay the balance of these advances prior
to the conversion date.

Between May 1, 2013, and Aug. 26, 2013, the company issued a total
of 542,160 shares of restricted common stock to several third
parties in exchange for cash totaling $145,500.  The shares were
issued under Rule 144 of the Securities Act of 1933, as Amended.

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

As reported in the TCR on Oct. 22, 2012, Michael F. Cronin CPA
expressed substantial doubt about Plandai's ability to continue as
a going concern in his report on the Company's June 30, 2012,
financial statements.  Mr. Cronin noted that the Company has
incurred a $3.7 million loss from operations, consumed $700,000 of
cash due to its operating activities, and may not have adequate
readily available resources to fund operations through June 30,
2013.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $1.95 million on $313,716 of revenues, as compared
with a net loss of $2.50 million on $49,017 of revenues for the
same period a year ago.  The Company's balance sheet at March 31,
2013, showed $8.43 million in total assets, $10.62 million in
total liabilities and a $2.19 million equity allocated to the
Company.


POSITIVEID CORP: To Issue 450 Series F Pref. Shares to Ironridge
----------------------------------------------------------------
PositiveID Corporation entered into a Stock Purchase Agreement and
a Registration Rights Agreement with Ironridge Global IV, Ltd.
Pursuant to the Agreements, the Company agreed to issue 450 shares
of Series F Preferred Stock to Ironridge in exchange for $300,000.
Additionally, the Company issued 100 shares and 50 shares of
Series F as commitment and documentation fees, respectively.

The Series F earns a dividend of 7.65 percent and is redeemable by
the Company after seven years.  The Series F has a liquidation
value of $1,000 per share, plus accrued dividends, and is
convertible at the option of Ironridge into shares of the
Company's common stock at a discount.  The Company has the option
to buy back any shares of Series F at the liquidation value plus
accrued dividends, without any premium.  The Company has also
agreed to file a Registration Statement covering the common shares
underlying the Series F within 30 days of closing and to use its
best efforts to get the Registration Statement effective.  In the
event that the Registration Statement is not filed within 30 days
after closing or does not become effective within 90 days of
closing, then the Company is obligated to issue 150 shares of
Series F.  If the Registration Statement is not declared effective
within 120 days after the closing, then the Company is obligated
to issue an additional 150 shares of Series F, as liquidated
damages.

                          About PositiveID

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

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at March 31, 2013, showed $2.39
million in total assets, $6.78 million in total liabilities and a
$4.39 million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


PRWIRELESS INC: S&P Assigns CCC Corp. Credit Rating; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC'
corporate credit rating to PRWireless Inc.  The outlook is
negative.

At the same time, S&P assigned a 'CCC' rating to approximately
$168 million of bank loans.  The recovery rating on the secured
debt is '3', indicating S&P's expectation for meaningful (50%-70%)
recovery of principal in the event of a default.

"The ratings on PRWireless Inc. incorporate our view of the
company's weak liquidity including our belief that the company may
have difficulty remaining in compliance with financial maintenance
covenants in the first half of 2014," said Standard & Poor's
credit analyst Richard Siderman.

S&P's business risk assessment is "vulnerable," which recognizes
PRWireless's lack of scale and geographic diversity, intense
competition from much larger wireless operators, absence of a
sustainable competitive advantage, and the continuing weak Puerto
Rican economy.  S&P's view also incorporates the steep decline in
operating performance in 2012, the result of the company's
operational missteps during a period of Puerto Rico-wide telecom
market disruptions.  S&P assess the financial risk profile as
"highly leveraged" mainly because of our view of weak liquidity
and our expectation that adjusted leverage will be around 7x over
the next year.

The outlook is negative.  If PRWireless cannot stabilize
operations and begin to reverse customer losses over the next
year, it may have insufficient cash to fund operations and may not
comply with financial covenants in the amended credit agreement,
factors that would trigger a downgrade.  Failure to achieve the
series of milestone events specified in the credit agreement
related to debt refinancing or a sale of the company could be an
alternative path to a rating downgrade in 2014.  A rating upgrade,
while a remote possibility, would be premised on S&P's expectation
of sustainable customer growth that would improve prospects for a
successful refinancing.


RESIDENTIAL CAPITAL: Discovery Rules OK'd Over JSNs' Protests
-------------------------------------------------------------
Law360 reported that a New York bankruptcy judge signed off on
Residential Capital LLC's proposed guidelines for discovery
related to plan confirmation, despite pushback from a group of
junior secured noteholders who contended the guidelines may keep
them from accessing certain information.

According to the report, under the approved discovery rules,
creditors seeking additional documents outside of the 14 million
that ResCap says it has already produced will have to demonstrate
good cause for their request.

                   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 at 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).


RG STEEL: Says Revising Sparrows Sale Order No Longer Appropriate
-----------------------------------------------------------------
RG Steel LLC said a revision to U.S. Bankruptcy Judge Kevin
Carey's previous order authorizing the sale of its Sparrows Point
assets "is no longer appropriate."

In a Sept. 3 filing, RG Steel said revising the court order is no
longer appropriate given that Grand East Metals is only asking for
an extension of its right under a temporary access agreement with
HRE Sparrows Point LLC.

The statement came after Grand East filed a motion on Friday
seeking a 90-day extension of its right to access and sell a mill
steel stored at RG Steel's Sparrows Point facility in Baltimore,
Maryland.

Grand East has the right to access and sell the steel reportedly
worth $1.5 million pursuant to its agreement with HRE, the company
that bought RG Steel's Sparrows Point assets last year.

Grand East and HRE signed the temporary access agreement on June
7, which granted Grand East the right to enter the Sparrows Point
facility to access and remove the mill steel.

                         About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

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

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

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RURAL/METRO CORP: Committee Hiring Approval Sought
--------------------------------------------------
BankruptcyData reported that Rural/Metro's official committee of
unsecured creditors filed with the U.S. Bankruptcy Court a motion
to retain Brown Rudnick (Contact: Steven D. Pohl) as co-counsel at
the following hourly rates: attorney at $320 to 1,100 and
paraprofessional at 265 to 370.

The motion explains, "Pursuant to this Application, the Committee
seeks authority to retain Brown Rudnick as its counsel regarding
all matters related to the Debtors' Chapter 11 cases. The
Committee selected Brown Rudnick because of its extensive
experience and knowledge of bankruptcy matters, and believes Brown
Rudnick is well qualified to represent the Committee in these
cases. For example, Brown Rudnick has represented official and
unofficial committees and other prominent parties as more fully
described in the Pohl Declaration."

                   About Rural/Metro Corporation

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


REVSTONE INDUSTRIES: Creditors Want Pachulski Off Unit's Case
-------------------------------------------------------------
Law360 reported that the creditors committee and a major creditor
in the Revstone Industries LLC Chapter 11 case on Aug. 30
challenged the hiring of Pachulski Stang Ziehl & Jones LLP as
counsel to a bankrupt Revstone subsidiary, arguing that the law
firm wasn't properly retained under the company's corporate rules.

According to the report, Revstone's official committee of
unsecured creditors and secured creditor Boston Finance Group LLC
asserted that bankrupt Metavation Inc.'s retention of the law firm
was a so-called ultra vires act, an action beyond the company's
power.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


SAN BERNARDINO, CA: Bankruptcy Ruling Is a Blow to CalPERS
----------------------------------------------------------
Dale Kasler, The Sacramento Bee, reported that over objections
from CalPERS, a judge declared that the city of San Bernardino is
eligible for bankruptcy, paving the way for a historic showdown
over the sanctity of public employee pensions.

According to the report, the ruling by U.S. Bankruptcy Judge
Meredith Jury means San Bernardino officials will now negotiate a
payment plan in the coming weeks with CalPERS and other creditors.
Experts say the city is expected to develop a plan that would
"impair," or reduce the amount of money paid to CalPERS. That
would translate into lower pension benefits for retirees and
current employees -- shattering decades of precedent over public
pensions in California.

"The feeling is they're going to have to impair pension
obligations because that's their largest liability," said Karol
Denniston, a San Francisco lawyer and expert on municipal
bankruptcies, the report related.  Any plan ultimately will
require the judge's approval.

A similar fight is brewing in Stockton, which filed for bankruptcy
protection in spring 2012, a few months before San Bernardino, the
report said.  At the same time, officials in California are
closely watching Detroit's largest-ever municipal bankruptcy,
which could well result in reduction of pension benefits,
Denniston said.

The state-appointed emergency manager for Detroit has raised the
possibility of slashing pensions by 90 percent, and while a more
moderate reduction is likely, that is likely to influence the
outcome in the two California cities, Denniston said, the report
further related.  Although the Detroit case was filed just
recently, the case is being fast-tracked by the bankruptcy judge
and a resolution is likely to come sooner than in the California
cases.

                    About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SARKIS INVESTMENTS: Files List of 10 Largest Unsecured Creditors
----------------------------------------------------------------
Sarkis Investments Company, LLC, filed with the Bankruptcy Court a
consolidated list of their 10 Largest unsecured creditors:

Entity                      Nature of Claim    Claim Amount
------                      ---------------    ------------
Ghazer Zehnaly              Deposits for
4326 Fairlawn Drive,        purchase of real
La Canada, CA 91101         estate               $500,000

T.N.C. Inc.
3700 Inland Empire Blvd.,
Suite 150
Ontario, CA 91764           Security Deposit       $5,000

West Coast Untrasound
Institute, Inc.,
3700 Inland Empire
Blvd. Suites 100, 110,
125, 225, 235, 250, 300&
550 Ontario, A 91764         Security Deposit     $17,000

LNR Parnters, LLC
c/o Rodi Pollock
444 S. Flower Street, Suite
1700
Los Angeles, CA 90017         Legal Fees          Unknown

Internal Revenue Service
300 N. Los Angeles Street
Los Angeles, CA 90012         Taxes               Unknown

Franchise Tax Board
300 S. Spring Street
Suite 5704
Los Angeles, CA 90013         Taxes               Unknown

San Bernardo County
Assessor
172 W. Third Street
San Bernardo, CA
92415                         Taxes               Unknown

Platt College Los Angeles,
LLC
3700 Inland Empire Blvd.,
Suites 350, 400, 425, 450,
522 & 525
Ontario, CA 91764              Utilities          Unknown

Ontario Municipal Utilities
Company
1425 South Bon View Ave.
Ontario, Calif. 91761          Utilities          Unknown

Southern California Edison
P.O. Box 800
Rosemead, CA 91770             Utilities          Unknown

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Pamela
Muir signed the petition as manager.  The Debtor disclosed total
assets of $25.2 million and $0 of liabilities in its Schedules.
Ashley M. McDow, Esq., at Baker & Hostetler, LLP, serves as the
Debtor's counsel.


SBMC HEALTHCARE: Court Denies Trustee's Motion to Reset Trial
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
denied the request of John T. Young, Jr., the trustee for SBMC
Healthcare, LLC, to reset the trial on the bid to (1) convert the
Debtor's case to one under Chapter 7; (2) delay the ruling on
pending fee applications; and (3) require the liquidating trustee
to account for all post-confirmation financial transactions.

On Aug. 6, Marty McVey, sole shareholder, member and president
of SBMC Healthcare, LLC, filed the motion.

The trustee wants the hearing dates reset to Sept. 3, 2013, at
1:30 p.m., and Sept. 4, 5, and 6, at 8:30 a.m., and that direct
testimony and cross-examination from Mr. McVey be concluded before
other witnesses are called and that they be granted other relief
to which they may be justly entitled.

The trial on the amended motion began on Aug. 22.

As reported in the Troubled Company Reporter on Aug. 7, according
to Mr. McVey, the Court should set a preliminary hearing on his
Motion and order the Liquidating Trustee to account fully for the
financial activities of the Liquidating Trust from and after the
occurrence of Plan confirmation, including the production of all
bank account information.

The Debtor, through Marilee A. Madan, P.C., has requested that the
Court deny any and all relief sought by Mr. McVey.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C. in Houston, Texas, is the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., and Sara Mya Keith,
Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, serve
as the Debtor's special bankruptcy counsel.  Judge Jeff Bohm
presides over the case.

The Official Committee of Unsecured Creditors is represented by
Hall Attorneys, P.C.


SHILO INN: Files Full Payment Plan, Aims to Exit Bankr. in January
------------------------------------------------------------------
Shilo Inn, Twin Falls, LLC, et al., filed with the U.S. Bankruptcy
Court for the Central District of California a Joint Plan of
Reorganization and Disclosure Statement dated Aug. 29, 2013.

Under the Plan, the Debtors propose to pay all claims in full,
unless otherwise agreed with the claimholder, with unsecured
claims to be paid over a three-month period from the Plan
Effective Date.

Non-insider general unsecured creditors can expect to have their
claims paid in full in this manner:

  -- The first payment will be made on the effective date of the
     Plan, which is anticipated to be on Jan. 2, 2014, in the
     aggregate amount of $64,596;

  -- The Reorganized Debtors will make two additional payments,
     each in the amount of $64,596 in months two and three
     following the Effective Date, for a total payout to non-
     insider general unsecured creditors in the amount of
     $193,788, which the Debtors believe constitutes 100% payment,
     excluding interest.

The Debtors included cash flow projections in its Plan proposal to
show that it will have sufficient cash on hand on the Plan
Effective Date to make the payment required.

A copy of the Plan and Disclosure Statement dated Aug. 29 is
available for free at:

     http://bankrupt.com/misc/SHILOINN_PlanDSAug29.PDF

John Wesley Baron, authorized agent, signed the Plan documents.

Approval of the Disclosure Statement will be considered in a
hearing set for Oct. 17, at 1:30 p.m., in Los Angeles, at
Courtroom 1368.

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtors
in their restructuring effort.


SHINY WHEELS: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Shiny Wheels, Inc.
        7305 Bran Mawr
        Rowlett, TX 75089

Bankruptcy Case No.: 13-34511

Chapter 11 Petition Date: September 2, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $2,133,000

Scheduled Liabilities: $280,600

A copy of the Company's list of its five unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/txnb13-34511.pdf

The petition was signed by Gerald Raider, president.


SHOTWELL LANDFILL: Court Sets Oct. 17 Plan Confirmation Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina conditionally approved the disclosure statement for
Shotwell Landfill, Inc.'s proposed Chapter 11 Plan, filed Aug. 16,
2013.

Oct. 8, 2013, is fixed as the last day for filing and serving in
accordance with Rule 3017(a), Federal Rules of Bankruptcy
Procedure, written objections to the disclosure statement.  If no
objections are filed on or before that date, the conditional
approval of the disclosure statement will become final.

Any objections to or requests to modify the disclosure statement
will be considered at the confirmation hearing which is scheduled
on Oct. 17, 2013, at 10:30 a.m.

The Court also fixed Oct. 8, 2013, as the last day for filing
written acceptances or rejections of the plan.

The plan proponent must prepare and file a summary report on the
votes, with a copy of each ballot attached, with the Court at or
before the hearing on the plan on Oct. 17, 2013.  A copy of the
report must be served on the U.S. Bankruptcy Administrator as well
as on each member of the unsecured creditors' committee and
counsel for the unsecured creditors' committee.

As reported in the TCR on Aug. 22, 2013, Branch Bank & Trust has
filed a proof of claim in the amount of $13.7 million.  The claim
amount is disputed.  Pursuant to the Plan, the Allowed Secured
Claim of BB&T in Class 3 will be placed in current, non-default
status and re-amortized over 25 years with interest at the Secured
Rate.  The Debtor will make monthly payments according to such
amortization.  The Debtor anticipates that Branch Bank & Trust's
Class 3 Claim will be $2,900,000.

BB&T's Allowed Unsecured Claim in Class 6 will be amortized over
25 years at the Unsecured Rate, or such amortization and rate as
the Court finds necessary for confirmation.  The Debtor will make
monthly payments according to such amortization.  The Debtor
anticipates that the Class 6 Claim will be less than $6,700,000.

Allowed Unsecured Claims of less than $5,000 in Class 7 will be
paid in full 90 days after the Effective Date.  The Debtor
anticipates that the Class 7 Claims will be less than $5,500.

Allowed General Unsecured Claims in Class 8 will receive quarterly
installments of $30,000 to be split pro rata among Allowed Claims
in Class 8 until paid in full.  The Debtor anticipates Class 8
Claims will be less than $360,000.  Class 8 claimants have filed
proofs of claim totaling $200,637.03.

The existing Allowed Equity Interests in the Debtor in Class 9
will remain the same as prepetition.

A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/shotwelllandfill.doc99.pdf

                    About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  The Debtor disclosed $23,027,736 in
assets and $10,039,308 in liabilities as of the Chapter 11 filing.
Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y.
Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C.,
represent the Debtor as counsel.  William W. Pollock, Esq., at
Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as
special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.


SIERRA NEGRA: Confirmation Hearings to Commence on October 22
-------------------------------------------------------------
On Aug. 27, 2013, the U.S. Bankruptcy Court for the District of
Nevada approved the Third Amended Disclosure Statement for Sierra
Negra Ranch, LLC's Third Amended Plan of Reorganization as
Modified.

At the hearing to consider the approval of the Disclosure
Statement, the Debtor proposed to amend the Third Amended Plan and
Third Amended Disclosure Statement, as applicable, to reflect an
incorrect statutory reference and to reflect that Barry Becker and
related entities are prepared to backstop the Cure Amount due
Global Water Resources, Inc., as determined by the Court, and as
such, the Debtor filed the Third Amended Disclosure Statement as
Modified, a copy of which is available at:

          http://bankrupt.com/misc/sierranegra.doc387.pdf

Aug. 21, 2013, will be the Record Date for determining which
Holders of Claims are entitled to vote on the Plan.

All Ballots must be properly completed and executed and delivered
to Debtor's counsel:

     GORDON SILVER
     c/o Candace Clark, Esq.
     3960 Howard Hughes Pkwy., 9th Floor
     Las Vegas, NV 89169

so as to be actually received by no later than 5:00 p.m. on
Oct. 8, 2013.

The confirmation will be held on Oct. 22, 2013, at 1:30 p.m., and
Oct. 24, 2013, at 9:30 a.m.

Objections to confirmation of the Plan, if any, must be filed,
together with proof of service, with the Court no later than
Oct. 8, 2013, at 5:00 p.m.  Objections to confirmation of the Plan
not timely filed will not be considered and will be overruled.
All replies to any objections to confirmation of the Plan must be
filed with the Court by no later than Oct. 15, 2013, at 5:00 p.m.

The ballot summary must be filed on or before Oct. 15, 2013.

As reported in the TCR on Aug. 22, 2013, according to the Third
Amended Disclosure Statement, the Plan contemplates the full
payment of all Allowed Claims and the amount to cure the
Infrastructure Agreement with Global Water Resources, Inc., from
the revenue generated by the farming leases on the Real Property
combined with a potential sale of a portion of the Real Property,
along with capital raised through the Shareholders' Rights
Offering of $5,807,500 of Series A Preferred Shares of
Limited-Liability Company Interest.

A copy of the Debtor's Third Amended Disclosure Statement is
available at http://bankrupt.com/misc/sierranegra.doc364.pdf

                     Global Water's Objection

Global objected to the approval of the Debtor's Third Amended
Disclosure Statement, and asked the Bankruptcy Court to authorize
it to lodge an order converting the Debtor's case to a case under
Chapter 7 of the Bankruptcy Code unless it receives the cure
amount of $5,408,268.22 on or before 5:00 p.m. on Aug. 30, 2013.

According to papers filed with the Court, instead of paying the
Cure Amount in full, in cash, on or before March 21, 2014, as
ordered by the Bankruptcy Court on July 11, the Debtor proposes to
satisfy the claim with numerous deductions and offsets, and
proposes to make the payment subject to certain conditions and
third party approvals.  Global says this "Last Chance Plan" is not
designed to satisfy its claim but, instead, is designed to lead to
more delays and more litigation.

Further, according to Global, the Debtor's "Last Chance Disclosure
Statement" only adds two more paragraphs regarding the funding of
the Plan and offers no proof of this funding, other than
statements such as the Debtor is "confident it will raise an
additional sum of no less than $2,000,000."

A copy of Global's objection to the Debtor's Third Amended
Disclosure Statement is available at:

          http://bankrupt.com/misc/sierranegra.doc372.pdf

                   About Sierra Negra Ranch

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., Gerald M. Gordon, Esq., Kirk D. Homeyer, Esq., and
Mark M. Weisenmiller, Esq., at Gordon Silver, in Las Vegas, Nev.,
represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SIONIX CORP: Posts $294,000 Net Income in June 30 Quarter
---------------------------------------------------------
Sionix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $294,097 on $22,500 of net revenue for the three months ended
June 30, 2013, as compared with a net loss of $1.71 million on $0
of net revenue for the same period during the prior year.

For the nine months ended June 30, 2013, the Company reported a
net loss of $4.62 million on $50,000 of net revenue, as compared
with a net loss of $4.21 million on $0 of net revenue for the same
period last year.

The Company's balance sheet at June 30, 2013, showed $1.04 million
in total assets, $7.62 million in total liabilities and a $6.58
million total stockholders' deficit.

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

                         http://is.gd/ujYkYF

                          About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SKYLINE MEDICAL: Maturity of Promissory Note Extended to Oct. 31
----------------------------------------------------------------
Skyline Medical Inc. (f/k/a BioDrain Medical, Inc.) agreed with
Dr. Samuel Herschkowitz, individually and on behalf of his
affiliates, Atlantic Partners Alliance, and SOK Partners, LLC, an
investment partnership, to amend an existing letter agreement
dated Aug. 15, 2012, to extend the maturity date of certain
indebtedness to Dr. Herschkowitz and SOK from Aug. 31, 2013, to
Oct. 31, 2013.

Dr. Herschkowitz and the Company entered into a Note Purchase
Agreement dated as of Dec. 20, 2011, and subsequently amended and
restated effective as of the same date pursuant to which the
Company issued and sold to Dr. Herschkowitz a convertible
promissory note which currently has an outstanding principal
balance of $240,000.  Further, SOK entered into a Note Purchase
Agreement dated as of March 28, 2012, pursuant to which the
Company issued and sold to SOK a 20 percent convertible note due
August 2012, which currently has an outstanding principal balance
of $357,282.  The Company's obligations to Dr. Herschkowitz and
SOK under the respective notes are secured by grants of a security
interest in substantially all tangible and intangible assets of
the Company.

Under the Letter Agreement entered into in August 2012, among
other things, Dr. Herschkowitz agreed to forbear from asserting
rights as a secured creditor; Dr. Herschkowitz and SOK agreed to
extend the maturity of their notes to Dec. 31, 2012 (subsequently
extended to April 30, 2013); and Dr. Herschkowitz clarified and
waived certain of his other rights.  On Aug. 22, 2013, the parties
agreed to amend the Letter Agreement to further extend the
maturity date of the notes to Oct. 31, 2013.

A copy of the Amended Forbearance Agreement is available at:

                        http://is.gd/ybCF2S

                       About Skyline Medical

About Skyline Medical Inc. Skyline Medical Inc. produces a fully
automated, patented, FDA cleared, surgical fluid disposal system
that virtually eliminates operating room workers' exposure to
blood, irrigation fluid and other potentially infectious fluids
found in the surgical environment.  Today's manual surgical fluid
handling methods of hand-carrying filled surgical fluid canisters
and emptying these canisters is an exposure risk and is not an
optimal approach to the handling of surgical fluid waste.  Skyline
Medical's STREAMWAY System fully automates the collection,
measurement and disposal of surgical fluids and is designed to
result in: 1) reducing overhead costs to hospitals and surgical
centers, 2) improving Occupational State and Health Association
(OSHA) and other regulatory compliance agencies' safety concerns,
and 3) streamlining the efficiency of the operating room (and
thereby making surgeries more profitable).


SOUTHERN OAKS: To Present Plan for Confirmation on Oct. 2
---------------------------------------------------------
Judge Niles Johnson approved the Disclosure Statement filed by
Southern Oaks of Oklahoma, LLC, with respect to its Second Amended
Chapter 11 Plan as containing adequate information pursuant to
Sec. 1125 of the Bankruptcy Code.

Eligible creditors have until Sept. 23, 2013 to cast their votes
on the Plan.

The hearing on the confirmation of the Plan has been set for
Oct. 2, to be held before Judge Jackson in Oklahoma City.  Parties
who object to Plan confirmation can file objections until Sept.
23.

The Troubled Company Reporter reported on June 2, 2013, that the
Plan dated May 15, 2013, provides that general unsecured creditors
are classified in Class 20, and will receive a distribution of
100% of their allowed claims, with interest in 60 equal monthly
installments or as earlier paid in full.  Payments and
distributions under the Plan will be funded by (i) rents, issues
and profits of the property of the Debtor; (ii) rents, issues and
profits of property of the members or affiliates of the Debtor;
(iii) sales of property or refinancing of debt before maturity;
and contributions by the members of the Debtor.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126-unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and make-ready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, at Welch Law Firm, P.C.,
represents the Debtor as counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SOUTHERN FILM: Nov. 27 Established as General Claims Bar Date
-------------------------------------------------------------
Holders of claims in the bankruptcy case of Southern Film
Extruders, Inc., have until Nov. 27, 2013 to submit their proofs
of claim.

                       About Southern Film

Southern Film Extruders, Inc., is the business of developing and
manufacturing specialized film used in packaging various products.
It has two plants in High Point, North Carolina.

On July 25, 2013, an involuntary Chapter 7 petition was filed
against Southern Film.  In response thereto, Southern Film filed a
Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4,
2013.

The Debtor experienced severe cash flow issues as a result of the
loss of its largest customer prompted the bankruptcy filing.

John L. Barnes, Jr., signed the Chapter 11 petition as vice
president.  The Debtor estimated assets of at least $10 million
and debts of at least $1 million.  Charles M. Ivey, III, Esq., at
Ivey, McClellan, Gatton, & Talcott, LLP, represents the Debtor as
counsel.


STEINWAY MUSICAL: S&P Assigns 'B' Rating on $190MM 1st-Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Waltham, Mass.-based Steinway Musical Instruments Inc. remain on
CreditWatch with negative implications.  The ratings were
initially placed on CreditWatch with negative implications on
July 2, 2013, following the company's announcement that it had
received a cash offer for all of its outstanding shares from
Kohlberg & Co. and affiliates at $35 per share.  The company has
since received a higher offer from Paulson & Co. Inc. for $40 per
share and terminated its prior agreement with Kohlberg.  S&P
expects the transaction to close in September 2013.

"At the same time, we assigned a 'B' issue-level rating to the
company's proposed $190 million first-lien senior secured term
loan due 2019, and a recovery rating of '3' indicating our
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  We have also assigned a 'B-' issue-level rating
to the company's proposed $100 million second-lien senior secured
term loan due 2020, and a recovery rating of '5' indicating our
expectation for modest (10% to 30%) recovery in the event of a
payment default.  The new issue-level ratings are not on
CreditWatch but are dependent on a successful completion of the
proposed transaction, and are subject to a review of final
documentation by Standard & Poor's. Following the closing of the
merger, we anticipate lowering the corporate credit rating on
Steinway to 'B'," S&P said.

S&P expects net proceeds from the proposed term loans, along with
a $225 million equity investment from Paulson & Co., a $15 million
draw on a proposed $75 million asset-based lending facility due
2018 (ABL, unrated), and cash on hand, to be used to purchase the
outstanding equity and pay fees and expenses.

"If the transaction were completed as currently described, we
believe Steinway's leverage would increase and its credit metrics
would deteriorate significantly," said Standard & Poor's credit
analyst Stephanie Harter.

If the company does not complete the proposed transaction as
currently described, S&P would withdraw the new issue-level
ratings on the senior secured facilities and reevaluate the
CreditWatch listing and ratings.


STEREOTAXIS INC: Prescott Group No Longer a Shareholder
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Aug. 29, 2013, Prescott Group Capital
Management, L.L.C., and its affiliates disclosed that they do not
own shares of common stock of Stereotaxis, Inc.  Prescott Group
previously reported beneficial ownership of 839,097 common shares
or 9.9 percent equity stake at Dec. 31, 2012.  A copy of the
amended regulatory filing is available at http://is.gd/jsYYT6

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company's balance sheet at June 30, 2013, showed $23.99
million in total assets, $49.63 million in total liabilities and a
$25.63 million total stockholders' deficit.


SUNTECH POWER: 3 Directors Quit; M. Nacson Elected New Chairman
---------------------------------------------------------------
Each of Ms. Susan Wang, Mr. Julian Worley, and Mr. Zhizhong Qiu
resigned as directors of Suntech Power Holdings Co., Ltd.,
effective Aug. 21, 2013.  Those directors indicated that they
could no longer serve effectively as independent directors for
reasons that included not being provided with information that was
critical for them to fulfill their responsibilities and the
Company's failure to implement some of their proposed actions.
The issues of concern cited by the departing directors were the
following:

  * Severe cash flow drain with unclear prospect of securing new
    capital;

   * Difficult prospects on completing consensual restructuring
     with convertible bondholders;

   * Lack of clear business plan;

   * Loss of critical talent and potential severe HR retention
     issues;

   * Failure to pay outside legal counsel;

   * Potential erosion of internal controls; and

   * Impairment of employees' ability to function effectively.

Mr. Philip Fan, Mr. Michael Nacson, Mr. Kurt Metzger, Mr. Weiping
Zhou, Dr. Zhengrong Shi, and Mr. David King continue to serve as
directors of the Company.

The remaining three independent directors, Messrs. Fan, Nacson and
Metzger, are of the view that the matters of concern cited by the
resigning directors are demonstrative of disharmony and issues of
communication between the executive management and the resigning
directors that decreased the efficiency of the Board's decision-
making process.  The remaining three independent directors believe
the large size and geographic dispersion of the Board as
previously constituted was not ideal for the Company involved in a
debt restructuring process because of the need for frequent in
person board meetings to discuss and analyze complex issues.
Furthermore, the remaining three independent directors (i) see
progress being made in regard to the issues raised by the
resigning directors and (ii) believe the Board is now configured
to function more effectively and efficiently with a smaller number
of members, including recently appointed directors who have skills
and experience relating to complex corporate restructurings.

The remaining directors have elected Mr. Nacson as Chairman of the
Board.

The remaining directors have also appointed Mr. Nacson and Mr. Fan
as members of each of the Audit Committee, Compensation Committee,
and Corporate Governance and Nominating Committee.  Mr. Worley and
Ms. Wang had previously served as the two members of the Company's
Audit Committee.  Mr. Worley and Mr. Qiu had previously served as
the two members of each of the Company's Compensation Committee
and Corporate Governance and Nominating Committee.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3 percent
Convertible Notes a notice of default and acceleration relating to
Suntech's non-payment of the principal amount of US$541 million
that was due to holders of the Notes on March 15, 2013.  That
event of default has also triggered cross-defaults under Suntech's
other outstanding debt, including its loans from International
Finance Corporation and Chinese domestic lenders.


SWJ MANAGEMENT: U.S. Trustee Unable to Appoint Creditors Committee
------------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, has notified the
Bankruptcy Court that she has been unable to appoint an official
committee of unsecured creditors in the Chapter 11 cases of SWJ
Management LLC.

The Trustee reserves her right to appoint a Committee at some
future date if circumstances warrant the appointment.

                     About SWJ Management LLC

New York-based SWJ Management LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 13-12123) on June 28, 2013.  Judge Allan L.
Gropper oversees the case.  The Law Offices of David Carlebach,
Esq., serves as the Debtor's counsel.  In its petition, the Debtor
estimated $50 million to $100 million in both assets and debts.
The petition was signed by Richard Annunziata, managing member.

An affiliate, Ridgewood Realty of LL, SK Mulberry Contract, filed
a separate Chapter 11 petition (Case No. 12-14085) on Sept. 28,
2012.


THERAPEUTICSMD INC: Brian Bernick Had 7% Equity Stake at Aug. 26
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Brian Bernick and B.F. Investment
Enterprises, Ltd., disclosed that as of Aug. 26, 2013, they
beneficially owned 9,304,049 shares of common stock of
TherapeuticsMD, Inc., representing 7 percent of the shares
outstanding.  Mr. Bernick previously reported beneficial ownership
of 10,904,049 common shares or 8.2 percent equity stake as of
May 1, 2013.  A copy of the regulatory filing is available at:

                        http://is.gd/3mMGWl

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.

As of June 30, 2013, the Company had $43.06 million in total
assets, $4.59 million in total liabilities and $38.46 million in
total stockholders' equity.


THERMOENERGY CORP: Borrows $4 Million From Empire Capital, et al
----------------------------------------------------------------
ThermoEnergy Corporation, on Aug. 22, 2013, entered into a Loan
Agreement with Robert S. Trump, Empire Capital Partners, L.P.,
Empire Capital Partners, Ltd., and Empire Capital Partners
Enhanced Master Fund, Ltd., all of whom are holders of the
Company's Common Stock and its Series B-1 and Series C Convertible
Preferred Stock, pursuant to which the Lenders made loans to the
Company in the aggregate principal amount of $4,000,000.

The proceeds from the Loans may be used solely in accordance with
a plan to be approved by the Company's Board of Directors and by
Lenders whose Loans represent, in the aggregate, at least 66 2/3
percent of the total principal amount of the Loans.

As evidence of the Company's obligation to repay the Loans, the
Company has issued to the Lenders Promissory Notes due Feb. 1,
2014.  The Notes bear interest at the rate of 12 percent per
annum; amounts unpaid following the occurrence of an event of
default or after maturity bear interest at the default rate of 18
percent per annum.  The Notes may be prepaid, in whole or in part,
without premium or penalty, provided that all prepayments are made
pro rata among all outstanding Notes in proportion to their then-
outstanding principal balances.

In connection with the Loan Agreement, on Aug. 22, 2013, the
Company entered into a Security Agreement with the Lenders
pursuant to which the Company granted to the Lenders a first-
priority security interest in substantially all of its assets as
security for the prompt and complete payment and performance of
all of the Company's obligations under the Loan Agreement, the
Notes and the Security Agreement.

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

                        http://is.gd/nsqRFr

In connection with the Loan Agreement, the Company entered into a
Letter Agreement, dated as of Aug. 20, 2013, with Empire Capital
Partners, L.P., Empire Capital Partners, Ltd., Empire Capital
Partners Enhanced Master Fund, Ltd., Scott A. Fine and Peter J.
Richards and certain of their affiliates, pursuant to which the
Company agreed that, so long as the Company's common stock is
registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended, the Company will not effect any conversion,
exercise or exchange into Common Stock of convertible or
derivative securities held by any Holder, and no Holder will have
the right to convert, exercise or exchange any such convertible or
derivative securities, to the extent that, after giving effect to
such conversion, exercise or exchange, such Holder would
beneficially own in excess of 4.99 percent of the number of shares
of our Common Stock outstanding immediately after giving effect to
that conversion, exercise or exchange.

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company incurred a net loss of $7.38 million for the year
ended Dec. 31, 2012, as compared with a net loss of $17.38 million
on $5.58 million of revenue in 2011.  The Company's balance sheet
at March 31, 2013, showed $5.93 million in total assets, $17.46
million in total liabilities and a $11.52 million total
stockholders' deficiency.

Grant Thornton LLP, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $7,382,000 during the year
ended Dec. 31, 2012, and, as of that date, the Company's current
liabilities exceeded its current assets by $7,094,000 and its
total liabilities exceeded its total assets by $10,611,000.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.


TITAN PHARMACEUTICALS: Amends 2012 Annual Report
------------------------------------------------
Titan Pharmaceuticals, Inc., has amended its annual report on Form
10-K/A for the year ended Dec. 31, 2012, to expand the disclosure
under "License Agreements" in Item 1 to include the term and
termination provisions of the Company's license agreement with
Braeburn Pharmaceuticals Sprl.

In December 2012, the Company entered into a license agreement
with Braeburn Pharmaceuticals Sprl that grants Braeburn exclusive
commercialization rights to Probuphine(R) in the United States and
Canada.  The Company received a non-refundable up-front license
fee of $15.75 million and will receive a $50 million milestone
payment upon the approval of the NDA by the FDA.  Additionally,
the Company will be eligible to receive up to $130 million upon
achievement of specified sales milestones and up to $35 million in
regulatory milestones in the event of future NDA submissions and
approvals for additional indications, including chronic pain.
Titan will receive tiered royalties on net sales of Probuphine
ranging from the mid-teens to the low twenties.  In addition to
the potential milestone payments, Apple Tree Partners IV,
Braeburn's parent company, has allocated in excess of $75 million
to launch, commercialize and continue the development of
Probuphine.

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

                        http://is.gd/4IbnIw

                   About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at March 31, 2013, the Company's
balance sheet showed $23.53 million in total assets, $26.58
million in total liabilities and a $3.04 million total
stockholders' deficit.

Titan Pharmaceuticals incurred a net loss applicable to common
stockholders of $15.18 million in 2012, as compared with a net
loss applicable to common stockholders of $15.20 million in 2011.


TOWNSQUARE RADIO: Moody's Keeps B2 Rating Over Station Purchases
----------------------------------------------------------------
Moody's Investors Service reports that Townsquare Radio LLC (B2
stable) would add a net total of 71 stations in 15 small to mid-
sized markets in a series of transactions. Prior to planned
divestitures and asset swaps, Townsquare will purchase 53 US radio
stations from Cumulus Media Inc. (B2 stable) in 12 markets for
$229 million in cash. The company will also acquire Peak II
Holding LLC (unrated) adding another 11 stations in two markets.
In a third transaction, Townsquare will exchange five stations it
acquires from Peak II Holding for another 15 stations from
Cumulus. Three stations acquired from Cumulus will be assigned to
a divestiture trust.

The transactions are credit positive for Townsquare, although
there is no immediate change in ratings, as they expand the
company's scale and presence in regional markets without
meaningfully increasing leverage. Proposed funding includes $16
million of equity, allowing the company to remain in compliance
with the 2.40x senior leverage test under its credit agreement as
well as the 2.0x senior leverage and 6.0x total leverage
incurrence tests under its indenture.

Townsquare Radio, LLC is a privately held media company that will
own and operate 312 radio stations, related websites, and
approximately 500 annual live events in 66 small to mid-sized
markets with the majority of stations operating in markets ranked
#100 - #300 based on population. Headquartered in Greenwich, CT,
the predecessor company was formerly known as Regent
Communications and emerged from Chapter 11 protection in April
2010 with 60 stations in 13 markets.

Subsequent to emerging, the company acquired additional small to
mid-sized market stations from GAP Radio Broadcasting, Millennium
Radio Group, Double O Corporation, and Cumulus Media. Shareholders
include prior debt holders, the largest of which are Oaktree
Capital, GE Capital, and MSD Capital. Estimated revenue pro forma
for announced transactions for the 12 months ended June 2013 total
roughly $330 million.


TRIUS THERAPEUTICS: Hart-Scott-Rodino Waiting Period Expires
------------------------------------------------------------
Cubist Pharmaceuticals, Inc., and Trius Therapeutics, Inc.,
announced the expiration of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 in connection with
Cubist's previously announced tender offer for all of the
outstanding common stock of Trius.

Expiration of the HSR waiting period satisfies one of the
conditions to the closing of the tender offer.  The closing of the
transaction is also conditioned on the tender of a majority of the
outstanding shares of Trius' common stock, on a fully diluted
basis, and the satisfaction of other customary closing conditions.

Cubist initiated a cash tender offer on Aug. 13, 2013, to purchase
all outstanding shares of Trius' common stock.  The tender offer
will expire at 9:00 a.m., Eastern Time, on Sept. 11, 2013, unless
extended or terminated.  Upon the successful closing of the tender
offer, stockholders of Trius will receive $13.50 per share in
cash, plus one Contingent Value Right, entitling the holder to
receive an additional cash payment of up to $2.00 for each share
they tender if certain commercial sales milestones are achieved.

                   Lawsuits Consolidation Sought

On Aug. 9, 2013, a lawsuit was filed in the Court of Chancery of
the State of Delaware against Trius, and each member of Trius'
board of directors, and Cubist.  The action was brought by David
Beidler, who claims to be a stockholder of Trius, on his own
behalf, and seeks certification as a class action on behalf of all
of Trius' stockholders.  The complaint alleges that the defendants
breached their fiduciary duties, or aided and abetted the breach
of fiduciary duties, owed to Trius' stockholders in connection
with the Offer and the Merger.  The complaint seeks injunctive
relief enjoining the Offer and the Merger, or, in the event the
Offer or the Merger has been consummated prior to the court's
entry of final judgment, rescinding the Offer and the Merger.  The
complaint also seeks an accounting for all damages and an award of
costs, including a reasonable allowance for attorneys' and
experts' fees and expenses.

On Aug. 23, 2013, plaintiff Beidler filed an amended complaint,
which includes additional allegations about a purportedly flawed
sales process and a new cause of action for breach of fiduciary
duty through materially inadequate disclosures and material
disclosure omissions.

On Aug. 21, 2013, plaintiff Michael Bemis filed a motion to
consolidate the seven actions filed in the Superior Court of
California, County of San Diego between Aug. 1, 2013, through
Aug. 12, 2013, by himself and plaintiffs Phillip Hurst, Joel
Collins, Frank Frazzano, William Cast, David Greenwald and Shawn
McPherson, and to have his counsel, Robbins Geller Rudman & Dowd
LLP, appointed lead counsel for the proposed class of Trius
stockholders.  All of the other plaintiffs except Phillip Hurst
support this motion.  A hearing on this motion is currently set
for Feb. 7, 2014, or as soon thereafter as may be heard, in
Department C-68 before the Honorable Judith F. Hayes.

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.

As of June 30, 2013, the Company had $74.05 million in total
assets, $19.37 million in total liabilities and $54.68 million in
total stockholders' equity.


TWN INVESTMENT: Kent Whitney Approved as Real Estate Broker
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized TWN Investment Group, LLC, to employ Kent Whitney as
real estate broker.

TWN Investment Group, LLC, filed a Chapter 11 petition in its
home-town in San, Jose California (Bankr. N.D. Calif. Case No.
13-50821) on Feb. 13, 2013.

The Company disclosed assets of $58.2 million and liabilities of
$53.4 million in its schedules.  The Company owns partially
developed real estate located at 909-9999 Story Road, in San Jose.
The property is the company's sole assets and secures a $48.1
million debt to East West Bank.

The Debtor is represented by Charles B. Greene, Esq., at the Law
Offices of Charles B. Greene, in San Jose.

Rene Lastreto II, Esq., at Lang Richert & Patch represents the
Committee.


UNI-PIXEL INC: To Present at the Gateway Conference on Sept. 10
---------------------------------------------------------------
UniPixel, Inc., has been invited to present at the 2013 Gateway
Conference being held on Tuesday, Sept. 10, 2013, at the Palace
Hotel in San Francisco.

UniPixel Chief Technology Officer, Senior Vice President and
General Manager Dr. Robert Petcavich is scheduled to present at
10:00 a.m. Pacific time, with one-on-one meetings held throughout
the day.  He will discuss the Company's progress, including its
two preferred price and capacity licenses with a major PC maker
and major consumer electronics ecosystem partner to support the
global market introduction of its UniBoss touch screen technology.

For additional information or to schedule a one-on-one meeting
visit www.gateway-conference.com and click on the Register/Login
tab.  Interested parties may also email their request to
schedule@gateway-conference.com or call Ron Both at (949) 574-
3860.

                         About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $63.28 million in total
assets, $6.56 million in total liabilities and $56.71 million in
total shareholders' equity.


UNILAVA CORP: Amends Second Quarter Form 10-Q
---------------------------------------------
Unilava Corporation filed an amendment to its quarterly report on
Form 10-Q for the quarter ended June 30, 2013, which was
originally filed with the U.S. Securities and Exchange Commission
on Aug. 19, 2013, for the sole purpose of furnishing the
Interactive Data File as Exhibit 101 in accordance with Rule 405
of Regulation S-T.  Exhibit 101 furnishes the following items from
the Form 10-Q formatted in eXtensible Business Reporting Language
(XBRL):

   (i) the unaudited Consolidated Balance Sheets as of June 30,
       2013, and audited Consolidated Balance Sheets as of
       Dec. 31, 2012;

  (ii) the unaudited Consolidated Statements of Operations and
       Comprehensive Loss for the three and six months ended
       June 30, 2013, and 2012;

(iii) the unaudited Consolidated Statements of Cash Flows for the
       six months ended June 30, 2013, and 2012; and

  (iv) the unaudited Notes to Condensed Consolidated Financial
       Statements.

No other changes have been made to the Form 10-Q.

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

                        http://is.gd/Uh32nL

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

Unilava reported a net loss of $1.58 million in 2012, as compared
with a net loss of $2.98 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $2.60 million in total assets,
$8.92 million in total liabilities and a $6.31 million total
stockholders' deficit.

Shelley International CPA, in Mesa, AZ, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.


UNITED BANCSHARES: Amends Second Quarter Form 10-Q
--------------------------------------------------
United Bancshares, Inc., has amended its quarterly report on Form
10-Q for the period ended June 30, 2013, originally filed with the
U.S. Securities and Exchange Commission on Aug. 14, 2013, to
furnish Exhibit 101 to the Form 10-Q which contains the XBRL
(eXtensible Business Reporting Language) Interactive Data File for
the financial statements and notes included in Part 1, Item 1 of
the Form 10-Q.  As permitted by Rule 405(a)(2)(ii) of Regulation
S-T, Exhibit 101 was required to be furnished by amendment within
30 days of the original filing date of the Form 10-Q.  No changes
have been made to the Form 10-Q other than the furnishing of
Exhibit 101.  A copy of the amended Form 10-Q is available at:

                         http://is.gd/Bre5cY

                       About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

United Bancshares reported a net loss of $1.01 million on $3.08
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $1.03 million on $3.30 million of
total interest income for the year ended Dec. 31, 2011.  As of
June 30, 2013, the Company had $61.59 million in total assets,
$57.82 million in total liabilities and $3.77 million in
total shareholders' equity.

McGladrey LLP, in Blue Bell, Pennsylvania, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action.  Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern."


UNIVERSITY GENERAL: ADC at Houston Hospital Hiked by 20%
--------------------------------------------------------
University General Health System, Inc., announced preliminary
information regarding the quarter ended June 30, 2013.  The
Company reported that Average Daily Census levels at its flagship
hospital in Houston increased by approximately 20 percent, when
compared with the prior-year quarter, while occupancy rates
continued to improve at University General Hospital - Dallas,
which was acquired in Dec. 14, 2012.  Surgical volumes at
University General Hospital in Houston rose approximately 28
percent relative to the second quarter of 2012, while the Dallas
hospital reported approximately 53 percent increase in surgical
volumes relative to the month of December 2012.

"We are very pleased to announce that ADC levels and surgery
volumes at our flagship Houston hospital have continued to post
consistent growth, year-over-year and quarter-over-quarter, for
ten consecutive quarters," stated Hassan Chahadeh, M.D., chairman
and chief executive officer of University General Health System,
Inc.  "We would expect this to be evident in our financial
performance for the second quarter and first half of 2013."

"During the most recent quarter, we also refinanced the HUD
insured loans on two of our senior living facilities on terms that
we consider very favorable," added Donald Sapaugh, the Company's
President.  "The loan on our Trinity Oaks of Pearland facility was
refinanced at an interest rate of 3.92% on a non-recourse basis,
and Trinity Hills of Knoxville was refinanced with a non-recourse
loan carrying an interest rate of 4.23%.  We remain very pleased
with above-industry-average occupancy rates achieved by our
TrinityCare Senior Living subsidiary during the first half of
2013."

Due to a recent change in auditors, combined with the acquisition
of the Dallas hospital and certain accounting and tax
calculations, the Company has yet to file its Form 10-K for the
year ended Dec. 31, 2012, and its Forms 10-Q for the quarters
ended March 31, 2013, and June 30, 2013.  The Company is nearing
the completion of its audit for 2012 and will file the 10-K and
the remaining reports with the SEC as soon as possible.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet, as restated, at Sept. 30, 2012,
showed $140.42 million in total assets, $128.38 million in total
liabilities, $3.22 million in series C, convertible preferred
stock, and $8.81 million in total equity.


USA BROADMOOR: Wells Fargo Wants Plan Confirmation Denied
---------------------------------------------------------
Wells Fargo Bank Minnesota, N.A., as trustee for the Registered
Holders of GMAC Commercial Mortgage Securities Inc., Mortgage
Pass-Through Certificates, Series 2002-C3, by and through its
Special Servicer CWCapital Asset Management LLC, initially
objected to confirmation of the Plan of Reorganization for USA
Broadmoor, LLC.

According to Wells Fargo, confirmation of the Debtor's Plan must
be denied because, among other things:

   1. the Plan denies the Trust the postpetition interest and
      costs to which it is entitled;

   2. reduces the interest rate of the loan to an unwarranted,
      below-market rate, effectively subordinates the Trust's
      secured claim to the interests of the Debtor's equity holder
      by converting the loan to a four-year interest-only loan;
      and

   3. provides for improper non-debtor affiliate releases and
      injunctions.

Additionally, the Disclosure Statement must not be approved
because it fails to contain adequate information and describes a
patently unconfirmable Plan.

On July 19, the Court conditionally approved the Disclosure
Statement.

As reported in the Troubled Company Reporter on July 26, 2013, the
Plan contemplates the continued operation of the Debtor.  The Plan
provides for the classification and treatment of claims against
and interest in the Debtor.  Claim 1 Priority Claims will be
paid in full.  Claim 2 Wells Fargo Secured Claim will have a
$12 million unpaid principal balance of the Note on the Plan
Effective Date.  Interest will accrue on the Principal Balance
outstanding at the rate of 175 basis points of the 10-year
treasury rate until the earlier of four years after the Plan
Effective Date.

As to Claim 3 Guardian Secured Claim, Class 4 Challenger Pools
Secured Claim, Claim 5 All Saints Secured Claim, and Class 6
Superior Seal Secured Claim, the Debtor will make installment
payments for 48 months.  As to Class 7 Other Secured Claims, the
Debtor will surrender to all Class 7 Claimholders all Collateral
securing all Class 7 Claims in full satisfaction of those Claims.

The Reorganized Debtor will pay, in four successive years, 10% of
Allowed Class 8 Unsecured Claims.  It will pay the balance of the
Allowed Class 8 Claims by the Maturity Date.  Holders of Allowed
Class 9 Membership Interests will retain their Membership
Interests.

A copy of the Disclosure Statement dated July 9, 2013 is available
for free at http://bankrupt.com/misc/USABROADMOOR_DSJul9.pdf

Hugh L. Caraway, Jr., the Debtor's chief executive officer, signed
the Plan.

                      About USA Broadmoor

USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 13-04880) on April 16, 2013.  The petition was signed by
Hugh L. Caraway, chief executive officer of Internacional Realty,
Inc., member.  The Debtor estimated assets and debts of at least
$10 million, respectively.  Judge Michael G. Williamson presides
over the case.  The Debtor is represented by Scott A. Stichter,
Esq., at Stichter, Riedel, Blain & Prosser, P.A., as counsel.

The Debtor disclosed $11,117,091 in assets and $11,121,374 in
liabilities as of the Chapter 11 filing.


VAIL LAKE: Sec. 341 Creditors' Meeting Continued to Oct. 22
-----------------------------------------------------------
The U.S. Trustee will convene a continued meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Vail Lake
Rancho California, LLC et al., on Oct. 22, 2013, at 1:00 p.m.  The
meeting will be held at 402 W. Broadway, Emerald Plaza Building,
Suite 660 (B), Hearing Room B, San Diego, California.

                          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.


VAIL LAKE: Can Employ E3's Hebrank as Chief Restructuring Officer
-----------------------------------------------------------------
Vail Lake Rancho California LLC and its affiliates sought and
obtained permission from the U.S. Bankruptcy Court to employ
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

Mr. Hebrank will, among other things, provide these services:

   a. provide overall leadership in the Chapter 11 reorganization
      process, including working with wide range of stakeholders,
      together with existing management;

   b. prepare, analyze and monitor historical, current and
      projected financial affairs, including assisting with
      preparation of the petition, statement of financial
      affairs, schedules and other regular reports required by the
      Court and the United States Trustee; and

   c. assist the Debtors in communications and negotiations with
      various parties in interest, including creditors, employees,
      vendors, and customers.

To address and handle the above responsibilities on behalf of the
Debtors, the CRO may be assisted by additional personnel at E3,
all of whom have a wide range of skills and abilities related to
this type of assignment.

The firm's rates are:

     Professional                 Hourly Rates
     ------------                 ------------
     Mr. Hebrank                      $275
     Managing Director                $235
     Director                         $200
     Associate Director               $150
     Accountant                       $100
     Administrative                    $75

Mr. Hebrank -- thebrank@ethreeadvisors.com -- attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                          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.


VALENCE TECHNOLOGY: Files Copy of Plan & Disclosure Statement
-------------------------------------------------------------
Valence Technology, Inc., filed its proposed plan of
reorganization and related disclosure statement on Aug. 21, 2013.

The Plan provides for the resolution of outstanding claims against
the Debtor.  Among other things, the Plan provides that:

   (i) each holder of an allowed Priority Non-Tax Claim, an
       allowed DIP Claim, an allowed Convenience Claim or an
       allowed general unsecured claim of $500 or less will be
       paid in full;

  (ii) Berg & Berg Enterprises, LLC, the holder of pre-petition
       secured indebtedness of the Debtor, will extend the
       maturity date of part of its pre-petition secured claim
       under a new promissory note secured by a first priority
       lien against all of the reorganized Debtor's assets, and
       receive, in exchange for its remaining pre-petition secured
       claim in the amount of $50 million, 100 percent of the
       shares of New Valence Stock, representing 100 percent of
       the reorganized Debtor's issued and outstanding shares of
       capital stock on the effective date;

(iii) holders of certain classes of unsecured claims will receive
       payment in full over time;

  (iv) holders of pre-petition equity interests in the Debtor,
       including, without limitation, any shares of the Debtor's
       preferred stock, common stock, and any option, warrant or
       right to acquire any ownership interest in the Debtor, will
       receive no distribution; and

   (v) all pre-petition equity interests in the Debtor will be
       canceled on the effective date of the Plan.

Under the terms of the Plan, the Pre-petition Secured Lender will
provide exit financing to the Debtor by entering into a new loan
agreement in the amount of $20 million with the reorganized Debtor
on the effective date of the Plan.  The New Loan will have a 5-
year term and simple accrued interest at the rate of 5 percent per
annum, and will be secured by a first priority lien against all of
the reorganized Debtor's assets.  Payment of the New Loan will be
subordinated to payment of claims of a number of junior classes,
including, without limitation, the general unsecured creditors.
The proceeds from the New Loan will be used to pay claims under
the Plan and to fund the reorganized Debtor's working capital and
general corporate needs.

A full-text copy of the Plan is available at:

                        http://is.gd/XkpDDs

A full-text copy of the Disclosure Statement is available at:

                        http://is.gd/RTirPx

                       About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4 percent of the shares.  ClearBridge Advisors LLC owns 5.5
percent.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Sabrina L. Streusand at Streusand, Landon &
Ozburn, LLP with respect to bankruptcy matters.  The petition was
signed by Robert Kanode, CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VERTIS HOLDINGS: Settlement with ACE Companies Approved
-------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Vertis Holdings' motion to enter into a settlement agreement
between Vertis Holdings and the ACE Companies, pursuant to
Bankruptcy Rule 9019(a), and authorizing, pursuant to Sections 105
and 363 of the Bankruptcy Code, entry into a certain loss
portfolio transfer agreement and the purchase of a certain
contractual liability policy.

As previously reported, "Under the settlement, $11,400,518 and a
paid loss deposit fund of $452,677 (with a service fee of
$46,805), which is a total of premium amount $11.9 million, will
be deemed transferred to and retained by the insurer and the
insured authorizes ACE Companies to draw an amount equal to the
cash ($11.4 million) due for the policy under the letters of
credit."

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis agains filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of
$97 million for current assets that are in excess of normalized
working capital requirements.


VILLAGE AT NIPOMO: Gets Final Approval to Use Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
in a final order dated Aug. 16, authorized The Village at Nipomo,
LLC's use of cash collateral until Dec. 30, 2013, or confirmation
of a Chapter 11 Plan.

The Court said the Debtor's authorization to use cash collateral
is subject to, among other things:

   1. payment of $250,000 to Coastline RE Holdings Corp., from
      the prepetition rents -- certain rents which the Debtor
      collected during the period from January 2013 to its
      bankruptcy petition date;

   2. the use Coastline's cash collateral will be solely for the
      purpose of funding ordinary and necessary costs of operating
      and maintaining the Debtor's real property and limited to
      the amounts;

   3. payment of adequate protection payments to Coastline in the
      amount of $40,000 per month;

   4. replacement liens in all categories of assets of the
      Debtor's estate in which Coastline holds valid and perfected
      prepetition liens of the same kind and type, subject only
      to valid, existing prepetition liens, including both
      existing and after-acquired property, to the fullest extent
      necessary to realize all cash collateral actually expended
      by the Debtor pursuant to the Court's Order.

As reported in the Troubled Company Reporter on Aug. 20, 2013,
Coastline Re objected to the proposed final order authorizing the
Debtor to use cash collateral because the proposed order contains
errors and terms not approved by the Court, and fails to include
the specificity necessary and appropriate with respect to certain
terms of cash collateral use.

Coastline is the current holder of a loan the Debtor obtained from
Pacific Western Bank, which loan is secured by the Debtor's single
real property asset.

Coastline is represented by A. Kenneth Hennesay, Jr., Esq. --
khennesay@allenmatkins.com -- at Allen Matkin Leck Gamble Mallory
& Natsis LLP, in Irvine, California.

                     About Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  The Debtor disclosed $11,802,970 in
assets and $9,645,558 in liabilities as of the Chapter 11 filing.
The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I.
Fogel & Associates.


VS FOX: Court Converts Bankr. Cases into Chapter 7 Proceedings
--------------------------------------------------------------
Judge Joel T. Marker ordered the conversion of the jointly
administered Chapter 11 cases of VS Fox Ridge, LLC, and its owners
Stephen Lamar and Victoria Ann Christensen into proceedings under
Chapter 7 of the Bankruptcy Code.

In an Aug. 22, 2013 order, the judge concluded that the conversion
of each of the Bankruptcy Cases is in the best interests of the
estates and their creditors.

The Office of the U.S. Trustee is directed to immediately appoint
an interim Chapter 7 Trustee to administer the cases.

As previously reported by The Troubled Company Reporter on Aug.
13, 2013, David L. Miller, the Chapter 11 trustee of VS Fox Ridge,
et al., sought the conversion of the Debtors' cases into Chapter 7
proceedings.  The Trustee believed the case conversion is best for
the estates as he has sold the vast majority of the Debtors'
assets and thus, there is little to no additional positive revenue
that can be generated for either estate.

                      About VS Fox Ridge

VS Fox Ridge, LLC, filed a Chapter 11 petition (Bankr. D. Utah
Case No. 12-28001) in Salt Lake City on June 20, 2012.  Alpine,
Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Ray Quinney & Nebeker P.C. serves as general bankruptcy and
litigation counsel for David L. Miller, the duly appointed trustee
of the jointly-administered Chapter 11 bankruptcy estates of VS
Fox Ridge, LLC, and Stephen Lamar Christensen and Victoria Ann
Christensen.

Judge Joel T. Marker presides over the case.  The petition was
signed by Stephen Christensen, manager.


WAFERGEN BIO-SYSTEMS: Closes Stock Split & Capital Restructuring
----------------------------------------------------------------
WaferGen Bio-systems, Inc., announced a 1-for-99.39 reverse stock
split of its outstanding common stock and the completion of a
capital restructuring of its Series A-1 Convertible Preferred
Stock, convertible promissory notes and warrants issued in May
2011.  The Company completed the reverse stock split and capital
restructuring as part of its efforts to improve its capital
structure and raise additional capital.

Reverse Stock Split

The reverse stock split became effective at 1:01 p.m. Pacific Time
on Aug. 27, 2013.  WaferGen's common stock will begin trading on a
split adjusted basis on the OTCBB when the market opens on
Aug. 28, 2013.  The common stock will have a new CUSIP number,
93041P 209, and will trade for 20 days under the temporary trading
symbol, "WGBSD," with the "D" added to signify that the reverse
stock split has occurred.

As a result of the reverse stock split, every 99.39 shares of
issued WaferGen common stock will be combined into one share of
common stock.  In lieu of issuing fractional shares in connection
with the reverse stock split, the Company will round fractional
shares up to the next whole share.

The reverse stock split reduced the number of issued and
outstanding shares of Wafergen common stock, prior to the capital
restructuring, from approximately 41.7 million to approximately
420,000.  The reverse stock split did not change the authorized
number of shares of common stock or preferred stock of the Company
or the par value of the Company's common stock or preferred stock,
but it did result in a proportionate adjustment to the per share
exercise price and the number of common shares issuable upon the
exercise of outstanding warrants and stock options, and the number
of shares of common stock eligible for issuance under the
Company's 2008 Stock Incentive Plan.

Stockholders who hold their shares in brokerage accounts or
"street name" will not be required to take any action to effect
the exchange of their shares.  Holders of share certificates will
receive instructions from the Company's transfer agent,
Continental Stock Transfer & Trust Company, regarding the process
for exchanging their shares.  Continental Stock Transfer & Trust
Company can be reached at (917) 262-2378.

Capital Restructuring

After giving effect to the reverse stock split, Wafergen issued
new shares of common stock, Series 1 convertible preferred stock
and warrants to purchase common stock to existing investors in
exchange for all of the Company's outstanding shares of Series A-1
convertible preferred stock, promissory notes convertible into
shares of Series A-2 convertible preferred stock and warrants that
were originally issued in May 2011.  As a result of the exchange,
the Company retired approximately $17.1 million of convertible
notes, shares of Series A-1 preferred stock with an aggregate
liquidation preference of approximately $17.1 million and warrants
to purchase an aggregate of 565,180 shares of post-split common
stock at an exercise price of $61.62 per share.  In the exchange,
the Company issued 2,987 shares of Series 1 convertible preferred
stock (with a liquidation preference of $2.99, convertible into
7,513,372 shares of common stock), 1,067,317 shares of common
stock, and warrants for 2,369,000 shares of common stock at an
exercise price of $2.60 per share.

In connection with the exchange, the Company also agreed to file a
registration statement under the Securities Act for the resale of
the common shares issued in the exchange and the common shares
underlying the Series 1 convertible preferred stock and warrants.

In connection with the capital restructuring, the Company also
issued promissory notes in favor of its Malaysian subsidiary,
WaferGen Biosystems (M) Sdn. Bhd.  The notes were issued in
consideration for the subsidiary's cancellation of the Company's
obligations under an outstanding $5.3 million loan.  The new notes
have a seven-year term and require a single balloon payment of
$6.6 million at the end of the seven-year term.

Additional information is available for free at:

                       http://is.gd/hAYE2E

                    About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

The Company's balance sheet at March 31, 2013, showed $7.1 million
in total assets, $9.3 million in total liabilities, and a
stockholder's deficit of $2.2 million.

As reported in the TCR on April 11, 2013, SingerLewak LLP, in San
Jose, California, expressed substantial doubt about WaferGen Bio-
systems' ability to continue as a going concern, citing the
Company's operating losses and negative cash flows since
inception.


WAFERGEN BIO-SYSTEMS: Offering $17.2 Million Worth of Units
-----------------------------------------------------------
WaferGen Bio-systems, Inc., has commenced a private placement to
accredited investors of up to $17.25 million of units consisting
of shares of common stock, shares of Series 1 convertible
preferred stock and warrants to purchase shares of common stock.

At the initial closing of the offering on Aug. 27, 2013, the
Company sold $13,668,500 of units for net proceeds of
approximately $12,300,000, which the Company intends to use for
product development and sales initiatives and for working capital.

Each unit is being sold for $50,000 and consists of (i) either
25,000 shares of common stock or 9.9390 shares of Series 1
convertible preferred stock (each 9.9390 shares having a
liquidation preference of $0.01 and convertible into 25,000 shares
of common stock), and (ii) warrants to purchase 12,500 shares of
common stock.  At the initial closing, the Company issued a total
of 5,209,250 shares of common stock, 646.0351 shares of Series 1
convertible preferred stock (convertible into a total of 1,625,000
shares of common stock) and warrants to purchase 3,417,129 shares
of common stock.

The warrants have a term of five years and an exercise price of
$2.60 per share.  Each share of Series 1 convertible preferred
stock is convertible at any time into 2,515.34 shares of common
stock and has a liquidation preference of $0.001, plus the amount
of any declared but unpaid dividends.  The Series 1 convertible
preferred stock does not have voting rights.

The Company engaged a placement agent to facilitate the offering.
The placement agent received a cash fee based on a percentage of
the gross proceeds raised in the initial closing and warrants to
purchase units equal to a percentage of the number of units
issued.

Additional information is available for free at:

                        http://is.gd/rGubDr

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

The Company's balance sheet at March 31, 2013, showed $7.1 million
in total assets, $9.3 million in total liabilities, and a
stockholder's deficit of $2.2 million.

As reported in the TCR on April 11, 2013, SingerLewak LLP, in San
Jose, California, expressed substantial doubt about WaferGen Bio-
systems' ability to continue as a going concern, citing the
Company's operating losses and negative cash flows since
inception.


WARNER SPRINGS: Sept. 19 Hearing on Amended Plan Outline
--------------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California will convene a hearing on
Sept. 19, 2013, at 10:30 a.m., to consider the adequacy of the
Disclosure Statement explaining Warner Springs Ranchowners
Association's Chapter 11 Plan.  Objections, if any, are due
Sept. 5.

According to the Disclosure Statement, the Plan is a liquidating
plan.  Through the Plan, Debtor will complete the liquidation of
Debtor's assets that were not sold and distribute the proceeds
from the sale and liquidation of all of Debtor's assets.

The Plan provides for (i) the creation of a liquidating trust that
will administer and liquidate all of Debtor's assets and (ii) the
allocation and the distribution of the proceeds from the sale of
all of the Debtor's assets to Holders of Allowed Claims and Co-
Owners. The Debtor will be dissolved, its affairs wound-up and all
assets transferred to the Liquidating Trust.  An Oversight
Committee will be formed to select the Liquidating Trustee and
provide input, oversight and guidance to the Liquidating Trust.

Under the Plan, all Holders of Allowed Claims will be paid in full
and Co-Owners will receive one or more Distributions from the
remaining proceeds from the liquidation of Debtor's assets and
Debtor's UDI Proceeds.

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

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Cal. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Megan Ayedemo, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The improvements on the Property
include 250 cottage style hotel rooms, an 18 hole golf course,
service/gasoline station, tennis courts, an aquatics center, an
equestrian center, an airport, a spa, and two restaurants.


WORLD IMPORTS: Can Employ Braverman Kaskey as Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized World Imports, Ltd., et al., to employ Braverman
Kaskey, P.C., as the Debtors' bankruptcy counsel.

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.


WORLD IMPORTS: Can Access Banks Cash Collateral Until Sept. 13
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved on Aug. 21, 2013, the First Final Stipulation entered
into by and among World Imports, LTD., et al., and PNC Bank,
National Association, and PNC Equipment Finance, LLC, authorizing
the Debtor to use cash collateral of the Banks to pay only the
Approved Expenses set forth in the Budget until 5:00 p.m. on
Sept. 13, 2013, unless earlier terminated due to the occurrence of
an Event of Default.

A further hearing to consider whether the Debtors' use of cash
collateral can be extended beyond Sept. 13, 2013, will be held on
Sept. 11, 2013, at 1:30 p.m.

A copy of the First Final Stipulation and Order is available at:

          http://bankrupt.com/misc/worldimports.doc82.pdf

Counsel for the Debtors can be reached at:

         John E. Kaskey, Esq.
         BRAVERMAN KASKEY, P.C.
         1650 Market Street, 56th Floor
         Philadelphia, PA 19103
         Tel: (215) 575-3910
         E-mail: Jkaskey@braverlaw.com

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.


WORLD SURVEILLANCE: Inks Teaming Pact to Commercialize Argus One
----------------------------------------------------------------
World Surveillance Group Inc. has signed a teaming agreement with
three other companies to establish a consortium to further develop
and commercialize its Argus One lighter-than-air unmanned aerial
vehicle.  As part of the agreement, the Argus One development
program will be relocated to Springfield, Ohio, from its current
location in Easton, Maryland.  The parties will also assist the
Ohio/Indiana UAS Test Center by fostering the growth of Ohio as a
preeminent aerospace and UAS center.

In addition to World Surveillance Group, the initial partners in
the consortium are: The Trident Group, Ltd., based in Dublin,
Ohio, EWA Government Systems, Inc., based in Herndon, VA, and with
an office in Dayton, Ohio, and Advanced Virtual Engine Test Cell,
Inc., based in Springfield, Ohio.  Additional partners are
expected to join the consortium in the future.

Glenn D. Estrella, president and CEO of World Surveillance Group,
stated, "The creation of this consortium is a vital step in the
continuing development of the Argus One airship.  Via the
consortium, we will be able to reap the benefits of our partners'
technical expertise in moving this project forward.  Another
benefit of the relocation of the Argus One program is the close
proximity to Wright-Patterson Air Force Base and various major
defense contractors and research institutes that are located in
the surrounding area.  Meanwhile, it will also allow World
Surveillance to maintain an in-house focus on our Blimp in a BoxTM
aerostat system and various other projects."

"Trident's confidence in the Ohio LTA UAS Consortium is based on
the Consortium's proven and strong credentialed team members, and
the dedication of all members to create a low, mid, and high-
altitude lighter than air UAS industry in Ohio," said Drew West,
CEO and president of The Trident Group, Ltd.

Doug Armstrong, president and CEO of EWA GSI stated, "We made a
strategic decision to invest in Ohio to support the Air Force and
the Ohio/Indiana UAS Test Center and we are pleased to be involved
in the Ohio LTA UAS Research, Development and Commercialization
Consortium."

Greg Carter, Director of Air Force Programs at EWA GSI added, "Our
participation in the Consortium will be a great opportunity to
support WSGI with engineering and test expertise as well as
advance Ohio as a UAS leader."

"Avetec is eager to explore the possibility of using our core
competency of modeling and simulation to assist WSGI with their
goal of developing unmanned stratospheric airships in Ohio,"
stated James Mainord, Avetec Business Development and Legal
Director.

The Argus One LTA UAV is designed to operate at mid-altitudes
(10,000 to 20,000 foot) and represents a unique patent pending
airship design.  The airship is designed to be equipped with a
stabilization system that autonomously controls the level of
rigidity of the airship in flight with an integrated payload bay
designed to be capable of initially carrying high-technology
sensors, cameras or electronics packages.

As part of the agreement, Trident is responsible for the transfer
of the Argus One airship and all related equipment to the new Ohio
facility.

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance disclosed a net loss of $3.36 million on
$272,201 of net revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $1.12 million on $19,896 of net
revenues in 2011.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed $3.60 million
in total assets, $16.93 million in total liabilities, all current
and $13.33 million total stockholders' deficit.

                        Bankruptcy Warning

"Our indebtedness at June 30, 2013 was $16,938,962.  A portion of
such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

  * make it difficult for us to make payments on this debt and
    other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company said
     in the quarterly report for the period ended June 30, 2013.


WESTINGHOUSE SOLAR: License to Use Westinghouse Trademark Ends
--------------------------------------------------------------
Westinghouse Solar, Inc., received formal written notice of the
termination of its License Agreement and Trade Name Agreement with
Westinghouse Electric Corporation.  The Company does not believe
that the termination of the license agreement will have a material
adverse effect on its future business.  While the Westinghouse
trademark is an important, world-wide brand, the Company believes
the most important competitive factors relating to its products
are their effectiveness, efficiency and consumer cost, i.e., price
point, and ultimately to the extent the cost of the Westinghouse
license becomes prohibitive, it negatively impacts the Company's
cost of goods.

As previously disclosed, on July 22, 2013, the Company had
received a breach of contract notice due to non-payment of past
due license fees to Westinghouse.  The Company is currently past
due for license fees of $382,500 related to 2012 and $500,000 for
the first half of 2013 and was unable to make payment for the past
due license fees within the 30-day cure period provided for by the
terminated License Agreement.

                         About Westinghouse

Campbell, Cal.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

Westinghouse Solar disclosed a net loss of $8.62 million on
$5.22 million of net revenue in 2012, as compared with a net loss
of $4.63 million on $11.42 million of net revenue in 2011.

As of June 30, 2013, the Company had $3.04 million in total
assets, $5.30 million in total liabilities, $247,761 in series C
convertible redeemable preferred stock, $545,000 in series D
convertible redeemable preferred stock, and a $3.05 million total
stockholders' deficit.


XTREME GREEN: Files Chapter 11 Bankruptcy for Protection
--------------------------------------------------------
Xtreme Green Products Inc. filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code (Bankr. D.
Nev. Case No. 13-17266) on Aug. 22, 2013.  It is expected that the
Company will continue to operate its businesses as "debtor-in-
possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code.

The petition was signed by Neil Roth as president.  The Debtor
disclosed assets of $253,585 and liabilities of $5,210,832.
Lenard E. Schwartzer, Esq., at SCHWARTZER & MCPHERSON LAW FIRM
-- bkfilings@s-mlaw.com  -- serves as the Debtor's counsel.  Judge
Mike K. Nakagawa presides over the case.

North Las Vegas, Nev.-based Xtreme Green Products Inc. has
developed a line of electric powered products such as personal
mobility vehicles, light trucks (UTVs) and (ATVs), motor cycles
and scooters.  The Company's product line is based on its
proprietary "green" energy management system and electric
propulsion system.  These products have the power and ability of
gas powered engines, but without the particulate pollution or
noise pollution.


YANKEE CANDLE: Jarden Deal No Impact on Moody's 'Caa1' Rating
-------------------------------------------------------------
Moody's Investors Service reports that YCC Holdings LLC's ratings
are unaffected by the September 3, 2013 announcement that its
parent company, Yankee Candle Investments LLC, has agreed to be
acquired by Jarden Corporation in a transaction valued at
approximately $1.75 billion in cash.

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

YCC Holdings LLC is headquartered in South Deerfield,
Massachusetts. Operating through its indirect operating
subsidiary, The Yankee Candle Company, Inc., YCC designs,
manufactures, and distributes premium scented candles in the U.S.
Revenue for the twelve months ended June 29, 2013 was $863
million. The company is owned by affiliates of Madison Dearborn
Partners, LLC and members of management.

On June 12, 2013, Moody's assigned a Caa1 rating to The Yankee
Candle's proposed $450 million senior unsecured notes due 2018.

Proceeds from the notes along with Yankee Candle's proposed $950
million secured term loan due 2020 rated B1 will be used to
refinance all of the company's existing debt ($842 million), repay
a $315 million payment-In-kind note at YCC Holdings, LLC., and pay
a $187 million dividend to Madison Dearborn Partners, LLC. Madison
Dearborn owns YCC which in turn owns Yankee Candle.

The Caa1 rating on Yankee Candle's proposed senior unsecured notes
considers its pro forma junior position to the company's $175
million asset-based loan revolver (not-rated) and proposed $950
million secured term loan.

New rating assigned:

  Yankee Candle $450 million senior unsecured notes due 2018 at
  Caa1 (LGD 5, 87%)

Ratings affirmed:

  YCC Corporate Family Rating at B2

  YCC Probability of Default Rating at B2-PD

  Yankee Candle $950 million senior secured term loan due 2020 at
  B1 (LGD 3, 39%)

Ratings affirmed and to be withdrawn upon transaction completion:

  YCC $315 million senior unsecured notes due 2016 at Caa1 (LGD
  6, 90%)

  Yankee Candle $654 million senior secured term loan due 2019 at
  B1 (LGD 3, 35%)

  Yankee Candle $188 million subordinated notes due 2017 at B3
  (LGD 5, 75%).


YANKEE CANDLE: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
The Yankee Candle Co. Inc., including the 'B' corporate credit
rating, on CreditWatch with positive implications, meaning S&P
could raise or affirm the ratings following the completion of its
review.

Yankee Candle had reported debt outstanding of $1.2 billion as of
June 29, 2013.

The CreditWatch placement follows Jarden Corp.'s announcement that
it will purchase Yankee Candle for approximately $1.75 billion in
cash and up to $55 million in additional cash earn-out payments.
The transaction is expected to close early in the fourth quarter
of 2013, and to be funded with cash on hand, common equity, and a
mix of bank debt and bonds.

"Although financing plans are unknown at this time, the
transaction could improve Yankee Candle's credit metrics by
reducing its leverage," said Standard & Poor's credit analyst
Stephanie Harter.  "Also, Yankee Candle's credit profile would
improve from being acquired by higher-rated Jarden."

Standard & Poor's assesses Yankee Candle's business risk profile
as "weak" and its financial risk profile as "highly leveraged."
Key credit factors include the company's narrow product focus,
significant earnings seasonality, and the discretionary nature of
its products.  S&P also factors in the company's strong market
position and leading brand in the niche premium scented candles
market.  Credit measures are currently within the range of
indicative ratios for a highly leveraged financial risk profile.
We estimate Yankee Candle's ratio of average adjusted debt to
EBITDA for the 12 months ended June 29, 2013, decreased to 6.4x
from 6.8x in the prior-year period.  Adjusted funds from
operations have remained near 8% for the 12 months ended June 29,
2013, similar to the prior-year period.

S&P will resolve the CreditWatch when more information regarding
the transaction and related financing becomes available.


ZALE CORP: Reports $10 Million Net Earnings in Fiscal 2013
----------------------------------------------------------
Zale Corporation reported a net loss of $7.98 million on $417.08
million of revenues for the three months ended July 31, 2013, as
compared with a net loss of $19.74 million on $406.96 million of
revenues for the same period a year ago.

For the 12 months ended July 31, 2013, the Company reported net
earnings of $10.01 million on $1.88 billion of revenues, as
compared with a net loss of $27.31 million on $1.86 billion of
revenues last year.

The Company's balance sheet at July 31, 2013, showed $1.18 billion
in total assets, $1 billion in total liabilities and $185.32
million in total stockholders' investment.

"We are pleased to report another solid quarter with a 5.6 percent
comp and significant improvement to margins.  Importantly, for the
year we achieved a significant milestone by delivering our highest
net income in six years," commented chief executive officer Theo
Killion.  "We intend to build on this momentum as we focus on
driving profitable top-line growth and long-term shareholder
value."

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

                        http://is.gd/XDknrv

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/


ZOGENIX INC: Extends Services Agreement with Patheon to 2016
------------------------------------------------------------
Zogenix, Inc., and Patheon UK Limited entered into an amendment to
their Manufacturing Services Agreement, dated Feb. 28, 2013.
Under the Services Agreement, Patheon will serve as the Company's
exclusive manufacturer for the aseptic capsule assembly, filling
and inspection, final device assembly and packaging of Sumavel(R)
DosePro(R), as well as other manufacturing and support services.
The Services Agreement will replace the Company's prior
manufacturing services agreement with Patheon upon its expiration
on Oct. 31, 2013.

Pursuant to the Amendment, the expiration of the term of the
Services Agreement has been extended from April 30, 2015, to
April 30, 2016.  The parties may mutually agree in writing to
renew the term for additional terms prior to the expiration of the
then-current term.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  As of June 30, 2013,
the Company had $53.39 million in total assets, $69.48 million in
total liabilities and a $16.08 million total stockholders'
deficit.


* Fed, FDIC Provide Resolution Roadmap for Smaller Banks
--------------------------------------------------------
Law360 reported that the Federal Reserve and the Federal Deposit
Insurance Corp. on Sept. 3 gave a blueprint for smaller banks to
follow as they prepare, for the first time, mandatory plans for
how to take them apart.

According to the report, the two federal banking regulators
provided a model template for so-called "tailored resolution
plans" for banks with between $50 billion and $100 billion in
total consolidated assets that are submitting their Dodd-Frank
Act-mandated wind-down plans this year.


* S&P Accuses U.S. of Suing to Avenge Ratings Drop
--------------------------------------------------
Jeanette Neumann, writing for The Wall Street Journal, reported
that Standard & Poor's Ratings Services escalated its legal battle
with the U.S. Justice Department, accusing it of filing its $5
billion lawsuit against S&P in "retaliation" for the company's
downgrade of America's debt in 2011.

According to the report, S&P's defense, made in a court filing on
Sept. 3, shows that the world's largest credit-rating company is
digging in as it fights the Justice Department's Feb. 4 lawsuit,
which accused S&P of misrepresenting its rating process in the
years before the financial crisis.

The Justice Department said that federally insured banks and
credit unions bought debt deals rated highly by S&P because they
thought such top-notch ratings indicated there was less risk than
lower-rated securities, the report related.  But behind the
scenes, the government alleged, S&P was assigning high ratings to
deals in order to please bankers and other clients. S&P has said
such claims are "meritless."

S&P has previously indicated that it believes the U.S. lawsuit was
politically motivated, but the language in the court filing is its
strongest to date, the report said.

The Justice Department "commenced this action in retaliation for
[S&P's] exercise of their free speech rights with respect to the
creditworthiness of the United States of America," lawyers for S&P
wrote in court documents filed in the U.S. District Court for the
Central District of California, the report further related.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Ouachita Management, Inc.
   Bankr. W.D. Ark. Case No. 13-72945
     Chapter 11 Petition filed August 27, 2013
         See http://bankrupt.com/misc/arwb13-72945.pdf
         represented by: Marc Honey, Esq.
                         HONEY LAW FIRM, P.A.
                         E-mail: mhoney@honeylawfirm.com

In re DNA, LLC
   Bankr. C.D. Cal. Case No. 13-31450
     Chapter 11 Petition filed August 27, 2013
         See http://bankrupt.com/misc/cacb13-31450.pdf
         represented by: Matthew E. Faler, Esq.
                         LAW OFFICES OF MATTHEW E. FALER
                         E-mail: mfaler@faler-law.com

In re Gerard Bisignano
   Bankr. C.D. Cal. Case No. 13-31502
      Chapter 11 Petition filed August 27, 2013

In re Erlinda Basilio
   Bankr. C.D. Cal. Case No. 13-31522
      Chapter 11 Petition filed August 27, 2013

In re Jonathan Jones
   Bankr. C.D. Cal. Case No. 13-31530
      Chapter 11 Petition filed August 27, 2013

In re Canyon Ranch Tree Farm, LLC
   Bankr. D. Colo. Case No. 13-24619
     Chapter 11 Petition filed August 27, 2013
         See http://bankrupt.com/misc/cob13-24619p.pdf
         See http://bankrupt.com/misc/cob13-24619c.pdf
         represented by: Bonnie Bell Bond, Esq.
                         LAW OFFICE OF BONNIE BELL BOND, LLC
                         E-mail: bonnie@bellbondlaw.com

In re Karen Tollefson
   Bankr. D. Colo. Case No. 13-24681
      Chapter 11 Petition filed August 27, 2013

In re Crescent Beach Plaza, LLC
   Bankr. M.D. Fla. Case No. 13-05205
     Chapter 11 Petition filed August 27, 2013
         See http://bankrupt.com/misc/flmb13-05205p.pdf
         See http://bankrupt.com/misc/flmb13-05205c.pdf
         represented by: Jason A. Burgess, Esq.
                         THE LAW OFFICES OF JASON A. BURGESS, LLC
                         E-mail: jason@jasonaburgess.com

In re Judith Gray
   Bankr. M.D. Fla. Case No. 13-10629
      Chapter 11 Petition filed August 27, 2013

In re Fannie Puckett
   Bankr. N.D. Fla. Case No. 13-50323
      Chapter 11 Petition filed August 27, 2013

In re Remarkable Renovations, LLC.
   Bankr. N.D. Ind. Case No. 13-32507
     Chapter 11 Petition filed August 27, 2013
         See http://bankrupt.com/misc/innb13-32507p.pdf
         See http://bankrupt.com/misc/innb13-32507c.pdf
         represented by: Donald E. Wertheimer, Esq.
                         E-mail: dwertheimer@sbcglobal.net

In re ERN, LLC
   Bankr. D. Kans. Case No. 13-22230
     Chapter 11 Petition filed August 27, 2013
         See http://bankrupt.com/misc/ksb13-22230.pdf
         represented by: Richard C. Wallace, Esq.
                         EVANS & MULLINIX, P.A.
                         E-mail: richard@evans-mullinix.com

In re Bowlodrome, Inc.
   Bankr. W.D. Ky. Case No. 13-40939
     Chapter 11 Petition filed August 27, 2013
         See http://bankrupt.com/misc/kywb13-40939.pdf
         represented by: Jeffrey Allan Sexton, Esq.
                         SEXTON, PLC
                         E-mail: jsexton@jeffsexton.com

In re Karen Isaac
   Bankr. D. Md. Case No. 13-24611
      Chapter 11 Petition filed August 27, 2013

In re Mark Reimer
   Bankr. D. Minn. Case No. 13-34168
      Chapter 11 Petition filed August 27, 2013

In re Blue Skys Adventures, LLC
   Bankr. D. Nebr. Case No. 13-41628
     Chapter 11 Petition filed August 27, 2013
         See http://bankrupt.com/misc/neb13-41628.pdf
         represented by: Trev Peterson, Esq.
                       KNUDSEN BERKHEIMER RICHARDSON ENDACOTT, LLP
                         E-mail: tpeterson@knudsenlaw.com

In re Donald Fuerst
   Bankr. S.D. Ohio Case No. 13-56792
      Chapter 11 Petition filed August 27, 2013

In re Joanne Fuerst
   Bankr. S.D. Ohio Case No. 13-56792
      Chapter 11 Petition filed August 27, 2013

In re Antonio Rivera-Guzman
   Bankr. D.P.R. Case No. 13-06960
      Chapter 11 Petition filed August 27, 2013

In re Hugh Bailey
   Bankr. N.D. Ala. Case No. 13-82645
      Chapter 11 Petition filed August 28, 2013

In re JB Jochum & Associates, LLC
   Bankr. D. Ariz. Case No. 13-14951
     Chapter 11 Petition filed August 28, 2013
         See http://bankrupt.com/misc/azb13-14951.pdf
         represented by: Harold Campbell, Esq.
                         Campbell & Coombs, P.C.
                         E-mail: heciii@haroldcampbell.com

In re Harish Kathuria
   Bankr. C.D. Cal. Case No. 13-24598
      Chapter 11 Petition filed August 28, 2013

In re Michael Rosebar
   Bankr. D. D.C. Case No. 13-535
      Chapter 11 Petition filed August 28, 2013

In re Invsco Employee Services, Inc.
   Bankr. D. Del. Case No. 13-12184
     Chapter 11 Petition filed August 28, 2013
         See http://bankrupt.com/misc/deb13-12184.pdf
         represented by: Ericka Fredricks Johnson, Esq.
                         Matthew P. Ward, Esq.
                         Womble Carlyle Sandridge & Rice, LLP
                         E-mail: erjohnson@wcsr.com
                                 maward@wcsr.com

In re Rubens Taddei
   Bankr. M.D. Fla. Case No. 13-10704
      Chapter 11 Petition filed August 28, 2013

In re Michael Fiorucci
   Bankr. N.D. Ill. Case No. 13-34271
      Chapter 11 Petition filed August 28, 2013

In re Thomas Fee
   Bankr. N.D. Ill. Case No. 13-34230
      Chapter 11 Petition filed August 28, 2013

In re 401 Brook Road LLC
   Bankr. D. Maine Case No. 13-20882
     Chapter 11 Petition filed August 28, 2013
         See http://bankrupt.com/misc/meb13-20882.pdf
         represented by: J. Scott Logan, Esq.
                         Law Office of J. Scott Logan, LLC
                      E-mail: scott@southernmainebankruptcy.com

In re Last Resort Holdings, LLC
   Bankr. D. Maine Case No. 13-10720
     Chapter 11 Petition filed August 28, 2013
         See http://bankrupt.com/misc/meb13-10720.pdf
         represented by: Robert E. Girvan III, Esq.
                         Law Offices of Carl D. McCue
                         E-mail: bankruptcy@mccuelawoffice.com

In re Pat Bombard
   Bankr. N.D.N.Y. Case No. 13-31479
      Chapter 11 Petition filed August 28, 2013

In re Meli Spring Street Corp.
   Bankr. S.D.N.Y. Case No. 13-12827
     Chapter 11 Petition filed August 28, 2013
         See http://bankrupt.com/misc/nysb13-12827.pdf
         represented by: Lawrence Morrison, Esq.
                         E-mail: morrlaw@aol.com

In re Millville Gas and Convenient Inc.
        fdba Millville Food Mart
   Bankr. S.D. Ohio Case No. 13-14061
     Chapter 11 Petition filed August 28, 2013
         See http://bankrupt.com/misc/ohsb13-14061.pdf
         represented by: Carl D. Ferris, Esq.
                         E-mail: FerrisLawOffice@aol.com

In re JJJ Concrete, LP
   Bankr. S.D. Tex. Case No. 13-35265
     Chapter 11 Petition filed August 28, 2013
         See http://bankrupt.com/misc/txsb13-35265.pdf
         represented by: David L. Venable, Esq.
                         E-mail: david@dlvenable.com

In re J and J Enterprises LLC
        dba MLT Liquor and Wine
   Bankr. W.D. Wash. Case No. 13-17784
     Chapter 11 Petition filed August 28, 2013
         See http://bankrupt.com/misc/wawb13-17784.pdf
         represented by: Emily A. Jarvis, Esq.
                         Jeffrey B. Wells, Esq.
                         Law Offices of Jeffrey B Wells
                         E-mail: emily@wellsandjarvis.com
                                 paralegal@wellsandjarvis.com
In re Numbers LLC
   Bankr. M.D. Ala. Case No. 13-81229
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/almb13-81229p.pdf
         See http://bankrupt.com/misc/almb13-81229c.pdf
         Filed as Pro Se

In re Robert McGarey
   Bankr. D. Ariz. Case No. 13-15074
      Chapter 11 Petition filed August 29, 2013

In re Gillette Investments, LLC
   Bankr. D. Ariz. Case No. 13-15091
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/azb13-15091.pdf
         represented by: Kevin J. Rattay, Esq.
                         KEVIN J. RATTAY, PLC
                         E-mail: kjr@rattaylaw.com

In re Tom Kramford
   Bankr. C.D. Cal. Case No. 13-17330
      Chapter 11 Petition filed August 29, 2013

In re Global Liquidation Company
        dba Khyber Pass
        fka ABC Carpet and Home
   Bankr. C.D. Cal. Case No. 13-31715
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/cacb13-31715.pdf
         represented by: Matthew E. Faler, Esq.
                         LAW OFFICES OF MATTHEW E. FALER
                         E-mail: mfaler@faler-law.com

In re Michael D. Quasha, DMD, P.A.
   Bankr. S.D. Fla. Case No. 13-30626
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/flsb13-30626.pdf
         represented by: Philip J. Landau, Esq.
                         SHRAIBERG, FERRARA, & LANDAU, P.A.
                         E-mail: plandau@sfl-pa.com

In re Scott Helton
   Bankr. N.D. Ga. Case No. 13-22445
      Chapter 11 Petition filed August 29, 2013

In re AMW Properties LLC
   Bankr. N.D. Ind. Case No. 13-12645
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/innb13-12645.pdf
         represented by: Frederick W. Wehrwein, Esq.
                         E-mail: wehrweinPC@aol.com

In re MMD Stone, LLC
   Bankr. E.D. Mo. Case No. 13-10896
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/moeb13-10896.pdf
         represented by: Erica Dawn Koetting, Esq.
                         O'LOUGHLIN, O'LOUGHLIN & KOETTING, L.C.
                         E-mail: ericak@oloughlinlawfirm.com

In re Richard Cecere
   Bankr. D.N.J. Case No. 13-28893
      Chapter 11 Petition filed August 29, 2013

In re Jersey City Bistro, LLC
   Bankr. D.N.J. Case No. 13-28953
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/njb13-28953.pdf
         represented by: Robert B. Davis, Esq.
                         GOODSON LAW OFFICES
                         E-mail: rdavis@goodsonlawoffices.com

In re Ortho-Bionics Laboratory, Inc.
   Bankr. E.D.N.Y. Case No. 13-45309
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/nyeb13-45309.pdf
         represented by: Ronald D. Weiss, Esq.
                         RONALD D. WEISS, P.C.
                         E-mail: weiss@ny-bankruptcy.com

In re Chung Dai
   Bankr. D. Utah Case No. 13-29947
      Chapter 11 Petition filed August 29, 2013

In re Sawyer House of Yakima Property and Business Partners, LLC
        dba SHOYPBP, LLC
   Bankr. E.D. Wash. Case No. 13-03457
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/waeb13-03457.pdf
         represented by: Roger William Bailey, Esq.
                         BAILEY & BUSEY, LLC
                         E-mail: roger.bailey.attorney@gmail.com

In re Florence Prasad
   Bankr. W.D. Wash. Case No. 13-17866
      Chapter 11 Petition filed August 29, 2013

In re James Alexander
   Bankr. W.D. Wash. Case No. 13-45593
      Chapter 11 Petition filed August 29, 2013

In re Bauernfeind Warehouse Properties, LLC
   Bankr. W.D. Wis. Case No. 13-14308
     Chapter 11 Petition filed August 29, 2013
         See http://bankrupt.com/misc/wiwb13-14308.pdf
         represented by: James T. Runyon, Esq.
                         RUNYON LAW OFFICES, LLC
                         E-mail: jtrunyon@runyonlawoffices.com

In re Eric Shepard
   Bankr. D. Ariz. Case No. 13-15215
      Chapter 11 Petition filed August 30, 2013

In re Eric Shepard, Inc.
   Bankr. D. Ariz. Case No. 13-15221
     Chapter 11 Petition filed August 30, 2013
         See http://bankrupt.com/misc/azb13-15221.pdf
         represented by: Dennis J. Wortman, Esq.
                         Dennis J. Wortman, P.C.
                         E-mail: djwortman@azbar.org

In re Shawn Zimmer
   Bankr. W.D. Ark. Case No. 13-73001
      Chapter 11 Petition filed August 30, 2013

In re Elaine Ng
   Bankr. C.D. Cal. Case No. 13-31793
      Chapter 11 Petition filed August 30, 2013

In re Inc. M & M Associates
   Bankr. C.D. Cal. Case No. 13-24780
     Chapter 11 Petition filed August 30, 2013
         See http://bankrupt.com/misc/cacb13-24780.pdf
         represented by: Gordon L. Dayton, Esq.
                         Law Offices of Gordon Dayton
                         E-mail: gdayton@gldlawoffice.com

In re PSL Associates, Corp.
        dba Kiddie Academy of Port St. Lucie
   Bankr. S.D. Fla. Case No. 13-30862
     Chapter 11 Petition filed August 30, 2013
         See http://bankrupt.com/misc/flsb13-30862.pdf
         represented by: Jacqueline Calderin, Esq.
                         E-mail: jc@ecclegal.com

In re Christopher Mohr
   Bankr. S.D. Ga. Case No. 13-11606
      Chapter 11 Petition filed August 30, 2013

In re Denny Ryerson
   Bankr. D. Idaho Case No. 13-1795
      Chapter 11 Petition filed August 30, 2013

In re Denny Ryerson
   Bankr. D. Idaho Case No. 13-20876
      Chapter 11 Petition filed August 30, 2013

In re Talesha Bertrand
   Bankr. W.D. La. Case No. 13-20791
      Chapter 11 Petition filed August 30, 2013

In re Gary Zavoral
   Bankr. W.D. Mich. Case No. 13-6961

In re Patricia Zavoral
   Bankr. W.D. Mich. Case No. 13-6961
      Chapter 11 Petition filed August 30, 2013

In re Z-Brite Metal Finishing, Inc.
   Bankr. W.D. Mich. Case No. 13-06964
     Chapter 11 Petition filed August 30, 2013
         See http://bankrupt.com/misc/miwb13-6964p.pdf
         See http://bankrupt.com/misc/miwb13-6964c.pdf
         represented by: Kerry D. Hettinger, Esq.
                         Kerry Hettinger, PLC
                         E-mail: khett57@hotmail.com

In re Daniel Bruce Carpenter
   Bankr. D. Mont. Case No. 13-61192
      Chapter 11 Petition filed August 30, 2013

In re Noe Cuautle
   Bankr. D. Nev. Case No. 13-17527
      Chapter 11 Petition filed August 30, 2013

In re Ginger Gore
   Bankr. E.D.N.C. Case No. 13-5480
      Chapter 11 Petition filed August 30, 2013

In re Edgardo Lebron Vagu
   Bankr. D.P.R. Case No. 13-7199
      Chapter 11 Petition filed August 30, 2013

In re PM&R Medical Diagnostics PSC
   Bankr. D.P.R. Case No. 13-07132
     Chapter 11 Petition filed August 30, 2013
         See http://bankrupt.com/misc/prb13-7132.pdf
         Represented by: Jose Ramon Cintron, Esq.
                         E-mail: jrcintron@prtc.net

In re Wheet Enterprises, LLC
   Bankr. D. S.C. Case No. 13-05091
     Chapter 11 Petition filed August 30, 2013
         Filed pro se

In re Britco Uniforms, LLC
        dba The Scrub Shop
   Bankr. M.D. Tenn. Case No. 13-07624
     Chapter 11 Petition filed August 30, 2013
         See http://bankrupt.com/misc/tnmb13-7624.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In re Douglas Herr
   Bankr. M.D. Tenn. Case No. 13-7627
      Chapter 11 Petition filed August 30, 2013

In re Newberry Apartments, LLC
   Bankr. N.D. Tex. Case No. 13-43942
     Chapter 11 Petition filed August 30, 2013
         See http://bankrupt.com/misc/txnb13-43942.pdf
         represented by: Craig Douglas Davis, Esq.
                         Davis, Ermis & Roberts, P.C.
                         E-mail: davisdavisandroberts@yahoo.com

In re DMR Enterprises LLC
   Bankr. S.D. Tex. Case No. 13-35368
     Chapter 11 Petition filed August 30, 2013
         See http://bankrupt.com/misc/txsb13-35368.pdf
         Filed pro se

In re Mary Sanches
   Bankr. W.D. Tex. Case No. 13-11654
      Chapter 11 Petition filed August 30, 2013

In re Jim Downs
   Bankr. D. Utah Case No. 13-30011
      Chapter 11 Petition filed August 30, 2013

In re Best Days Family Homes Inc.
   Bankr. W.D. Wash. Case No. 13-17899
     Chapter 11 Petition filed August 30, 2013
         Filed pro se

In re James Greeley
   Bankr. W.D. Wis. Case No. 13-14352
      Chapter 11 Petition filed August 30, 2013

In re Gregory Kuisel
   Bankr. M.D. Fla. Case No. 13-5339
      Chapter 11 Petition filed August 31, 2013

In re Judy Kersey
   Bankr. M.D. Ga. Case No. 13-52327
      Chapter 11 Petition filed August 31, 2013

In re Wendell Kersey, Sr.
   Bankr. M.D. Ga. Case No. 13-52327
      Chapter 11 Petition filed August 31, 2013
In re Elie Marciano
   Bankr. C.D. Cal. Case No. 13-31989
      Chapter 11 Petition filed September 1, 2013

In re Alfred V. Fraumeni Jr., Inc.
   Bankr. D. Mass. Case No. 13-15239
     Chapter 11 Petition filed September 2, 2013
         See http://bankrupt.com/misc/mab13-15239.pdf
         represented by: George J. Nader, Esq.
                         Riley & Dever, P.C.
                         E-mail: nader@rileydever.com

In re Luleza Developers, Inc.
   Bankr. D.P.R. Case No. 13-07282
     Chapter 11 Petition filed September 2, 2013
         See http://bankrupt.com/misc/prb13-7282.pdf
         represented by: Juan Carlos Bigas Valedon, Esq.
                         Juan C Bigas Law Office
                         E-mail: juancbigaslaw@gmail.com






                            *********

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, Valerie Udtuhan, 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.


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