TCR_Public/130917.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 17, 2013, Vol. 17, No. 258


                            Headlines

30DC INC: Commences 9th Annual Online Training Program
ACTIVISION BLIZZARD: Moody's Keeps Ratings Over Debt Increase
AGFEED INDUSTRIES: Objections to Proposed Latham Employment Filed
ALASKA COMMUNICATIONS: Moody's Cuts CFR to B2 Over High Leverage
ALLIED SYSTEMS: Car Hauler Jack Cooper Wins New Auction

AMEREN ENERGY: Fitch Keeps 'CC' IDR on Rating Watch Positive
AMERICAN AIRLINES: Merger-Based Plan Wins Judge's Approval
AMERICAN AIRLINES: Can Pay Off Bonds Without Make-Whole Premium
AMERICAN AIRLINES: Court Rejects $20MM Severance Pay for Horton
AMERICAN AIRLINES: Refuses to Pay $640,000 of Dewey's Fees

AMERICAN AIRLINES: Files Periodic Rule 2015.3 Report
APPLIED MINERALS: Mario Concha Appointed to Board of Directors
ARMORWORKS ENTERPRISES: Houlihan Lokey Okayed as Investment Banker
BIOZONE PHARMACEUTICALS: Barry Honig Holds 7.9% Equity Stake
BIOZONE PHARMACEUTICALS: Amends 2012 Form 10-K

BON-TON STORES: James Berylson Held 5.3% Equity Stake at Sept. 6
CASPIAN SERVICES: Hires Haynie & Company as New Accountants
CELL THERAPEUTICS: Sells 15,000 Preferred Shares to Quogue
CHAMPION INDUSTRIES: Incurs $1.1 Million Net Loss in 3rd Quarter
CIRCLE STAR: Incurs $549,000 Net Loss in July 31 Quarter

CIRCLE STAR: Incurs $549K Net Loss in July 31 Quarter
CLEAR CHANNEL: Appoints Julia Brau to Board of Directors
CLEAR CHANNEL: Inks Severance Agreement with Former CFO
COMPETITIVE TECHNOLOGIES: Amends 4.4MM Shares Resale Prospectus
CT TECHNOLOGIES: S&P Assigns B Corp. Credit Rating; Outlook Stable

DEL MONTE: Moody's Affirms 'B2' Corp. Family Rating
DETROIT, MI: Judge Will Consider State Constitutional Issues
DETROIT, MI: Considering Pushing Retirees into Health Exchanges
DETROIT, MI: Ch. 9 Eligibility Objections Set for October
DTS8 COFFEE: Delays Form 10-Q for July 31 Quarter

EASTMAN KODAK: Said to Relist at NYSE; Shareholders Disclose Stake
EASTMAN KODAK: Moses Marx Held 12.6% Equity Stake at Sept. 3
EASTMAN KODAK: George Karfunkel Trust Holds 3.1% Equity Stake
EASTMAN KODAK: Stephen Schwarzman Holds 22.4% Equity Stake
EASTMAN KODAK: BlueMountain Held 19.2 Equity Stake at Sept. 3

EASTMAN KODAK: Contrarian Held 12.1% Equity Stake at Sept. 13
EDISON MISSION: Wants Until Dec. 31 to Decide on Powerton Leases
EDISON MISSION: Parent Fires Back in Probe
ELITE PHARMACEUTICALS: Issues 65.8MM Shares to Epic Investments
EVERGREEN OIL: Bought Out of Bankruptcy by Clean Harbors

EXCEL MARITIME: Akin Gump & Jefferies Hirings Approved
EXCEL MARITIME: Judge Sees Contested Plan Hearing; Urges Talks
FANNIE MAE: Appoints New Chief Operating Officer
FIELD FAMILY: Plan Filing Period Extended Until Dec. 8
FIRST NATIONAL: Annual Meeting of Stockholders Set on Dec. 23

FIRSTPLUS FINANCIAL: Ailing Man Asks To Be Dropped From Mafia Suit
FUNDAMENTAL PROVISIONS: Dist. Ct. Dismisses J. Scott's Action
FURNITURE BRANDS: Offers $5.6 Million in Executive Bonuses
GCI INC: Moody's Lowers Corp. Family Rating to B2; Outlook Stable
GELTECH SOLUTIONS: Peter Cordani Named President

GLOBAL AXCESS: Taps BA Securities as Investment Bankers
GLOBAL AXCESS: Wants to Hire Gordon Silver as Counsel
GLOBAL AXCESS: Kurtzman Carson Tapped as Claims and Noticing Agent
GLOBAL AXCESS: Hires MorrisAnderson as Restructuring Advisor
GREAT LAKES: S&P Lowers Corp. Credit Rating to B-; Outlook Stable

GREYSTONE LOGISTICS: Posts $2.8 Million Net Income in Fiscal 2013
GRUPO ACP: Comments Consent Solicitation From 9.00% Note Holders
GUIDED THERAPEUTICS: Gets Add'l Questions from FDA for LuViva
HAMPTON ROADS: Chief Accounting Officer Quits
HELIOS US: Files For Receivership, Suspends Operations

HIGH MAINTENANCE: Employs Clarion to Provide Financial Services
HOLT DEVELOPMENT: Hearing on Access to Cash Collateral Today
HOLT DEVELOPMENT: Proofs of Claims Due Oct. 25
HOWREY LLP: Trustee Settles Claim Against Paul Hastings
IMH FINANCIAL: Awaits Supreme Court Ruling on Unitholders' Appeal

INTEGRATED HEALTHCARE: Kali Chaudhuri Holds 77% Equity Stake
INTERFAITH MEDICAL: Seeks Approval on $17.8 Million Loan
INTEGRATED HEALTHCARE: Silver Point Holds 27.3% Equity Stake
IZEA INC: CEO Ed Murphy Buys 30,000 Common Shares
JAMES RIVER HOLDING: Incurs $125K Net Loss in Second Quarter

JAMMIN JAVA: Incurs $715K Net Loss in July 31 Quarter
JARDEN: Moody's Rates Proposed $750MM Senior Term Loan 'Ba1'
JBS USA: New $1BB Loan Increase No Impact on Moody's Ratings
JETBLUE AIRWAYS: S&P Ups Corp. Credit Rating to B; Outlook Stable
K-V PHARMACEUTICAL: Plan of Reorganization Declared Effective

KSL MEDIA: Blames Ch. 11 on Alleged Embezzlement Scheme
LAKELAND INDUSTRIES: Posts $4.2-Mil. Net Income in 2nd Quarter
LANDAUER HEALTHCARE: Wins Clearance to Auction Assets This Month
LDK SOLAR: Hires Financial Advisor for Offshore Debt Obligations
LEVEL 3: To Discuss Workforce Reductions at Goldman Conference

LIGHTSQUARED INC: Harbinger et al. Sue GPS Receiver Makers
LITHIUM TECHNOLOGY: Approves Resignations of Two Directors
MACCO PROPERTIES: Court Dismisses Affiliates' Bankruptcy Cases
MACCO PROPERTIES: U.S. Trustee Wants Case Converted to Chapter 7
METEX MFG: Exclusive Plan Filing Period Extended Until Jan. 21

MF GLOBAL: CFTC Consent Decree Approved by Bankruptcy Judge
MI PUEBLO: Can Use Cash Collateral Until Oct. 6
MI PUEBLO: Panel Hires Protiviti Inc. as Financial Advisor
MI PUEBLO: Panel Taps Stutman Treister as Reorganization Counsel
MI PUEBLO: Files Amended Schedules of Assets and Liabilities

MICROVISION INC: Stockholders Approve Common Stock Offering
MOBIVITY HOLDINGS: B. Terker Held 6.5% Equity Stake as of Sept. 11
MONTREAL MAINE: Bankruptcy Panel Sought for Train Disaster Victims
MOSS FAMILY: Oct. 22 Hearing on Adequacy of Plan Outline
MPG OFFICE: Merger Agreement "Outside Date" Extended to Oct. 3

MSD PERFORMANCE: Race-Car Parts Maker Wants Auction in November
NCP FINANCE: Moody's Assigns 'Caa1' CFR & Sr. Term Loan Ratings
NCP FINANCE: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable
NORTHERN BEEF: Committee Taps Robins Salomon as Lead Counsel
NORTHERN BEEF: Dougherty Okayed as Committee's Local Counsel

NORTHERN BEEF: Sept. 26 Final Hearing on White Oak DIP Loan
OCEAN 4660: Case Trustee Can Hire CBRE's Ken Pearson as Broker
OIL PATCH: Court Sends Case to Chapter 7 Liquidation
ORAGENICS INC: Announces Successful Collaboration with Intrexon
PATRIOT COAL: Peabody Wants Healthcare Obligations Terminated

PENN TREATY: Broadbill Says Plan Fails to Address Rate Increase
PINNACLE FOODS: S&P Assigns 'BB-' Rating to $525MM Term Loan H
PLANT INSULATION: Revocable Sale Is Nonetheless Moot If Appealed
PLUG POWER: Hans P. Black Held 6.2% Equity Stake as of Sept. 6
POLYMEDIX: Cellceutix Completes Acquisition of Assets

PONTIAC CITY: Council Challenges Rules Left Behind by Manager
PREFERRED SANDS: May Seek Chapter 11 Protection
R-G PREMIER: Insurer Denies Liability in FDIC Suit Over Collapse
REALOGY CORP: Extends Apple Ridge Facility Until September 2014
REID PARK: Court Enters Final Decree Closing Reorganization Case

RESIDENTIAL CAPITAL: Wins Approval for FGIC Settlement
RESIDENTIAL CAPITAL: Examiner Balks at "Illusory Concern"
RESIDENTIAL CAPITAL: Says PNC Bank Seeking Unprecedented Relief
RESIDENTIAL CAPITAL: Morrison & Foerster Trims $23-Mil. Fees
RESTIVO AUTO: Dist. Ct. Upholds Susquehanna's Rights on 2 Lots

RGR WATKINS: Georgia Office Complex Files Chapter 11 in Tampa
RICHMOND, CA: BlackRock Bid to Block Plan Seen as Premature
ROCKWOOD SPECIALTIES: S&P Raises Unsecured Notes Rating to 'BB+'
SABRE HOLDINGS: S&P Revises Outlook to Neg. & Retains 'B' CCR
SABRE INC: New $300MM Senior Term Loan Gets Moody's B1 Rating

SCHOOL SPECIALTY: Reports Fiscal 2014 First Quarter Results
SCICOM DATA: Has Green Light to Hire Fredrikson & Byron as Counsel
SCOOTER STORE: Guggenheim Securities Okayed as Investment Banker
SHILO INN: Nov. 27 Deadline to Decide on Moses Lake/Rose G. Leases
SKYPORT GLOBAL: Goldman & Craig Sanctioned for Contempt

SORENSON COMMUNICATIONS: S&P Lowers CCR to 'CCC': Outlook Negative
SPRINT CORP: Waives Compliance Test Under Sec. Equipment Facility
STELLAR BIOTECHNOLOGIES: Raises $10MM From Private Placement
STRATUS MEDIA: UTA Capital Held 7.7% Equity Stake at June 25
T-L CHEROKEE: Can Access Cole Taylor Bank Cash Until Sept. 30

T-L CHEROKEE: Bank Says It Will Be Harmed if Plan is Confirmed
THREE SISTERS: Canmore Land Goes Out Of Receivership
TIMOTHY BLIXSETH: Seeks $3.3 Million in Fees From Montana
TMT GROUP: Taiwanese Ship Owner's Case Removed From Bankr. Court
TRIUS THERAPEUTICS: Terminates Securities Offerings

TRIUS THERAPEUTICS: Completes Merger with Cubist Pharmaceuticals
TRIZETTO GROUP: S&P Cuts CCR to 'B-' & $735MM Loans Rating to 'B-'
TRW AUTOMOTIVE: S&P Raises Corp. Credit Rating From 'BB+'
UNILIFE CORPORATION: Incurs $63.2-Mil. Net Loss in Fiscal 2013
VIGGLE INC: Study Finds Second Screen Improves Ad Effectiveness

VUZIX CORP: LC Capital Held 5.3% Equity Stake as of August 5
WACHOVIA BANK 2004-C10: S&P Affirms 'BB-' Rating on Class H Notes
WARNER MUSIC: Amends Report on Parlophone Acquisition
WESTERN ENERGY: Moody's Assigns B3 Rating to $90MM Debt Add-On
WESTERN ENERGY: S&P Affirms 'B+' Senior Unsecured Debt Rating

WPCS INTERNATIONAL: Appoints New Board Member
YSC INC: Has Interim Use of Banks' Cash Collateral Until Sept. 27

* Merrill Lynch Can't Dodge Trusts' RMBS Buyback Suit
* Two Banking Industry Consultants Come Under Scrutiny by New York
* Fitch Says Five Years Post-Crisis, States Stable & Locals Lag

* Moody's Expects Earnings Slump for US Beef Processors
* Calling Wife an 'Escort' Backfires on Former Husband
* Restitution Can Be Collected From Estate Property

* Johnny White to Join Wolf Rifkin Shapiro's Los Angeles Office
* Troutman Sanders Adds Ex-Rutan & Tucker Insolvency Pro

* Large Companies With Insolvent Balance Sheets

                            *********

30DC INC: Commences 9th Annual Online Training Program
------------------------------------------------------
30DC, Inc.'s annual "Thirty Day Challenge" is underway for 2013.
The Challenge is a free, comprehensive e-commerce training program
for both new and experience web entrepreneurs, with over 205,000
participants since inception, making it one of the longest running
e-commerce training programs on the web.  The program has been
specifically retooled to include up to date strategies for
reaching mobile customers, as people are spending more time on
mobile platforms.

While techniques and strategies have changed since 2005 as the
nature of the Internet has evolved, The Challenge now enables
participants to take full advantage of the current trends in
eCommerce and social media.  The Challenge was developed from
within 30DC's online community of digital entrepreneurs through
crowd sourcing, and makes use of the latest and most updated
techniques for traffic generation and online success.

The program's main goals are to show participants how to create a
digital information product within a niche market that can be sold
within 30 days, and how to become an influencer or market leader
in a niche or hobby that participants are passionate about.  The
Challenge is the first experience with 30DC for many participants.
Management believes that over time a good number of participants
will become long term subscribers and paying customers for 30DC's
product offerings.

Within its ongoing 30-day format, each program week is six days
(with a time commitment of as little as a half hour per day) plus
one day's rest (which program participants can use to catch up if
needed).  Via the seven-module approach, program participants are
taught cutting-edge tools and techniques through short videos with
action steps, with absolutely no pre-requisites required.  Topics
of interest for the 2013 edition of The Challenge include:

-- Market research and finding a suitable business niches

-- Traffic and conversion strategies

-- Digital information product creation, distribution, and
    selling strategies

-- Using social media to build a tribe

-- Mind mapping, free writing, outsourcing and ghostwriting

-- Setting up an authors website

-- Affiliate programs

-- List building

- The psychology of selling

- Generating ratings and reviews

- Paid advertisement including Facebook and Google Adwords

- Measuring performance via analytics

Perspective online entrepreneurs and content creators worldwide
interested in learning about creating digital information
products quickly and easily that people are will to pay for are
encouraged to sign up for the 2013 Challenge.

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC's annual report for the fiscal year ended June 30, 2012,
shows net income of $32,207 on $2.91 million of total revenue as
compared with a net loss of $1.44 million on $1.89 million of
total revenue the year before.  As of Sept. 30, 2012, the Company
had $2.25 million in total assets, $2.41 million in total
liabilities and a $166,465 total stockholders' deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2012.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of June
30, 2012.


ACTIVISION BLIZZARD: Moody's Keeps Ratings Over Debt Increase
-------------------------------------------------------------
Moody's Investors Service said Activision Blizzard's plan to
upsize its 8-year unsecured notes by $500 million, 10-year
unsecured notes by $250 million and 7-year senior secured term
loan B by $250 million and eliminate the originally proposed $1
billion 7-year secured notes, will not impact its Ba1 Corporate
Family Rating and assigned debt ratings.

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. Consolidated revenue for
the twelve months ended June 30, 2013 was around $5 billion.


AGFEED INDUSTRIES: Objections to Proposed Latham Employment Filed
-----------------------------------------------------------------
BankruptcyData reported that AgFeed Industries official committee
of equity security holders filed with the U.S. Bankruptcy Court an
objection to the Debtor's motion for authorization to employ and
retain Latham & Watkins as attorney.

The committee explains, "The Equity Committee has concerns over
the scope of L&W's retention and the costs going forward. L&W has
represented the Special Committee, the Debtors and their directors
and officers at different points in time. L&W's retention needs to
be clarified as to whom they represent and in which matters. The
SEC Investigation has now resulted in the issuance of the Wells
Calls to the Debtors and the directors and officers. The Wells
Calls highlight the Equity Committee's concern over the scope of
L&W's retention as there are likely to be conflicts between the
Debtors and the individuals as well as between the individuals
themselves. Moreover, the Derivative Action and the Securities
Class Action against the company have been stayed by virtue of the
Debtors' bankruptcy petition and therefore L&W should not be
retained with respect to those matters. Accordingly, the scope of
L&W's retention must be limited."

Separately, official committee of equity security holders also
filed a joinder to the motion.

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.


ALASKA COMMUNICATIONS: Moody's Cuts CFR to B2 Over High Leverage
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Alaska
Communications Systems Holdings, including the company's corporate
family rating to B2 from B1, the company's probability of default
rating to B2-PD from B1-PD, and ACSH's senior secured term loan
and senior secured revolver ratings to B1 from Ba3 based on
Moody's belief that the company will remain highly leveraged
despite using the majority of the proceeds from the closing of the
Alaska Wireless Network transaction (a joint venture with GCI,
Inc.) and most of its future modest levels of free cash flow for
debt reduction.

While the company eliminated common stock dividends and is
strongly focused on paying down debt, Moody's anticipates that the
projected dividends from the wireless joint venture (which it
considers as EBITDA) and wireline EBITDA will not lead to a
material reduction in leverage during the next two years. Moody's
upgraded the company's speculative grade liquidity ("SGL") rating
to SGL-1 from SGL-3, indicating very good liquidity position. The
outlook is stable.

Moody's has taken the following rating actions:

Issuer: Alaska Communications Systems Holdings, Inc.

Downgrades:

Corporate Family Rating, Downgraded to B2 from B1

Probability of Default Rating, Downgraded to B2-PD from B1-PD

Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3,
37%) from Ba3 (LGD3, 39%)

Upgrades:

Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-3

Outlook Actions:

Outlook, Changed To Stable From Rating Under Review

Rating Rationale:

ACSH's B2 CFR reflects the company's relatively high leverage, the
secular challenges confronting its legacy wireline business and
the significant risks associated with the operation of a wireless
joint venture during a period of rapidly increasing competitive
challenges in Alaska. Verizon Wireless recently entered the Alaska
market, turning on its 4G LTE network in May, and is likely to be
a significant future threat to all Alaskan wireless operators.
Although Moody's recognizes the strategic rationale and potential
synergies from the formation of AWN (including creating an
operator with a robust spectrum portfolio and greater scale), the
threat to market share, revenues and earnings from Verizon's
market entry remains substantial, even if the joint venture
executes crisply and does not encounter any strategic conflicts,
which remains to be seen.

Supporting ACSH's rating is the company's state-of-the-art
MPLS/VPLS network, good service reputation, an expected $190
million of preferred distributions distributed to ACSH over the
first 4 years of AWN's operations and Moody's expectation of
modest annual free cash flow generation, in the range of about 5%
of total debt. The rating assumes that ACSH maintains at least an
adequate amount of wireless connections to receive its full amount
of distributions from AWN, and that wireline EBITDA averages about
$45 million annually over the next two years.

ACSH's SGL-1 speculative grade liquidity rating reflects Moody's
view that the company will have ample liquidity due to the cash
received from the sale transaction, future preferred dividends
from the JV, as well as very modest unlevered free cash flow
generated by the remaining wireline operations. That, in
combination with cash and short-term investments of $21 million as
of June 31, 2013, full access to an undrawn $30 million committed
revolving credit facility maturing in October 2015 and no
meaningful near term debt maturities (other than scheduled debt
amortizations which Moody's anticipates will be set at a level
that preserves adequate cash on the balance sheet), liquidity
arrangements through the end of 2014 are deemed to be sufficient.
Annual wireline capital spending is expected to average about $45
million with interest expense falling over time as the company is
expected to pay down debt with free cash flow.

The rating outlook is stable, reflecting Moody's expectations that
over the rating horizon, ACSH will remain committed to
deleveraging. Nonetheless, Moody's expects leverage (Debt to
EBITDA) to average around 4.5 times through 2015.

Upward ratings pressure may develop if ACSH's (and AWN's)
operating performance exceeds Moody's expectations and the company
is able to generate more free cash flow (and reduce more debt)
than Moody's currently expects. Specifically, if Debt/EBITDA
(Moody's adjusted) trends below 4.0x and is maintained in that
range, a ratings upgrade is likely.

If the ability to reduce debt is impacted because the wireline
operations struggle to generate expanding EBITDA or if ACSH does
not maintain an adequate number of wireless subscribers resulting
in lesser distributions from AWN, the ratings could be lowered.
Specifically, if Debt/EBITDA moves above 5.0x on a sustained
basis, rating pressure is likely to develop. Negative ratings
pressure could also develop in the event of adverse liquidity
developments.

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


ALLIED SYSTEMS: Car Hauler Jack Cooper Wins New Auction
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when the reopened auction for Allied Systems Holdings
Inc. concluded on Sept. 12, auto hauler Jack Cooper Holdings Corp.
emerged as the winning bidder with an offer of $135 million.

According to the report, there will be a hearing in the Delaware
bankruptcy court on Sept. 17 for approval of the sale.  Jack
Cooper, based in Kansas City, Missouri, will pay $125 million in
cash and a $10 million senior secured note paying interest at 9.25
percent.

The report notes that the buyer has the right to pay off the note
at any time with accrued interest.  Jack Cooper refers to itself
as the largest truck-based auto hauler in the U.S.  It is
acquiring substantially all of the assets except for some real
property the lenders are taking over.  At the first auction in
August, Allied declared the lenders to be the winning bidder with
an offer of $105 million, consisting of $40.5 million cash and a
credit bid of $64.5 million where the lenders would have paid with
secured debt rather than cash.  A flurry of objections ensued. The
bankruptcy judge decided to reopen the auction.

The report relates that Allied was in bankruptcy before.  The new
reorganization began after lenders Black Diamond Capital
Management LP and Spectrum Group Management LLC filed an
involuntary Chapter 11 petition.  Allied consented to being in
bankruptcy reorganization in June 2012, with financing originally
from an affiliate of majority owner Yucaipa Cos.  Allied emerged
from a prior Chapter 11 reorganization in May 2007, 70 percent-
controlled by Yucaipa.

The report discloses that Allied's debt includes $244 million
owing on a first-lien loan and $30 million on a second-lien
obligation.  Yucaipa said it has $134.8 million of the senior debt
and $20 million of the second-lien loan.  The loans were in
default since 2009.  Allied's reorganization in 2007 gave
creditors $265 million in first-lien debt plus $50 million on a
second-lien obligation.

                       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. first 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 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.


AMEREN ENERGY: Fitch Keeps 'CC' IDR on Rating Watch Positive
------------------------------------------------------------
Fitch Ratings maintains Ameren Energy Generating Company's (Genco)
'CC' long-term Issuer Default Rating (IDR) on Rating Watch
Positive, pending approval of Genco's acquisition by Illinois
Power Holdings LLC (IPH), a subsidiary of Dynegy Inc. (Dynegy).
Fitch placed Genco's ratings on Watch Positive on March 15, 2013,
following the announcement by Ameren Corp. (AEE), Genco's ultimate
parent company, that it had entered into a definitive agreement to
divest its merchant generation business, Ameren Energy Resources
Company (AER), to Dynegy.

Fitch expects to resolve the Rating Watch Positive once all
necessary regulatory approvals are obtained. The transaction is
expected to close in the fourth quarter of 2013.

The credit ratings of AEE and its regulated utility subsidiaries
are unaffected by today's rating action.

Key Rating Drivers:

The Watch Positive on Genco's ratings reflects Fitch's view that,
under Dynegy's ownership, the risk of significant loss from
carrying Genco's debt has been reduced for Genco's bond holders.
AEE had stated in past announcements that it had considered
restructuring of Genco's debt a possibility, which could have
negatively impacted bond holders.

Fitch expects the transaction to provide incremental liquidity to
Genco that should allow the firm to meet its financial obligations
in the near term and minimize pressure on cash flows. Genco's
expected liquidity at closing amounts to $203 million in cash,
including the greater of $133 million or asset fair value from the
exercise of the put option agreement between AEE and an affiliate,
and approximately $70 million for general corporate purposes.

Further supporting Genco's liquidity is net working capital at
closing estimated at $160 million. At June 30, 2013, Genco had $25
million of cash and cash equivalents.

As additional financial support, AEE has committed to provide
guarantees and collateral support for various Genco's financial
contracts secured by AER assets for up to 24 months, and supported
by a $25 million guarantee from Dynegy.

Genco's cash flows also stand to benefit from the expected sale by
AEE of three natural-gas fired plants which AEE is to acquire from
Genco as part of the put option agreement. Should the assets be
sold within two years of the divestiture closing, Genco will
receive the after-tax proceeds realized in excess of the cash
already paid by AEE to Genco. The transfer of the natural gas
plants to AEE and the subsequent sale of those plants by AEE to a
third-party buyer are both subject to FERC approval.

Fitch's rating concerns also revolve around the capacity of Genco
to fund capex related to the installation of pollution control
equipment at the Newton plant, which is expected to ramp up
starting in 2018. Dynegy estimates the total cost of the project
to be approximately $500 million. Approximately $240 million was
spent as of Dec. 31, 2012.

Another rating concern relates to the ability of Genco to
repay/refinance $300 million of long-term debt that matures in
2018. A significant recovery in power prices will be critical for
Genco to successfully address its capex and debt obligations, in
Fitch's view.

The Dynegy transaction is subject to approval by FERC. In April
2013, AER and Dynegy filed with the FERC to request approval of
the merchant divestiture, as well as the approval of the transfer
of the natural gas plants from Genco to AEE.

In July 2013, IPH filed with the Illinois Pollution Control Board
(IPCB) to be granted a variance to the Illinois Multi-Pollutant
Standard (MPS) under the same terms as the one originally granted
to AER in September 2012. The variance delays compliance with the
Illinois MPS from 2015 to 2020. A decision on this matter is
expected by late November 2013. The approval from the IPCB is a
condition to closing of the Dynegy transaction.

Successful closing of the transaction under the terms as currently
stipulated would likely lead to an upgrade of Genco's IDR to the
'CCC' rating category and a two-to-three notch upgrade of its
senior unsecured debt.

Fitch notes that the merchant divestiture does not provide
immediate cash benefits to AEE, and the firm retains some level of
financial exposure in the near term to Genco, mainly due to
various guarantees and other form of financial support AEE has
committed to provide as part of the transaction. AEE will continue
to retain existing pension obligations of AER, estimated at
approximately $75 million pre-tax.

Recovery Analysis:
The unsecured debt ratings are notched above or below the IDR, as
a result of the relative recovery prospects in a hypothetical
default scenario. Fitch values the power generation assets that
support the entity level debt using a net present value analysis.
The generation asset net present values vary significantly based
on future gas price assumptions and other variables, such as the
discount rate and heat rate forecasts.

For the net present valuation of generation assets used in Fitch's
recovery valuation case, Fitch uses the plant valuation provided
by its third-party power market consultant, Wood Mackenzie, as an
input as well as Fitch's own gas price deck and other assumptions.

Genco's senior unsecured debt is rated 'CCC-/RR3'. The 'RR3'
rating reflects a one-notch positive differential from the 'CC'
IDR and indicates that Fitch estimates recovery of 51%-70% in the
event of bankruptcy.

Rating Sensitivities:

Positive Rating Action: Successful completion of the transaction
under the terms as currently stipulated would likely lead to an
upgrade of Genco's IDR to the 'CCC' rating category.

Negative Rating Action: A negative rating action is unlikely given
Genco's current rating levels and the placement of ratings on
Watch Positive.

Fitch has taken the following ratings actions:

The following ratings remain on Rating Watch Positive:

Ameren Energy Generating Company
-- IDR at 'CC';
-- Senior unsecured debt at 'CCC-/RR3'.


AMERICAN AIRLINES: Merger-Based Plan Wins Judge's Approval
----------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York has confirmed the Chapter 11 plan of
reorganization of AMR Corp. and its debtor affiliates.

The Plan centers on a merger with US Airways Group.  The merger
is valued at $11 billion.  The merger agreement gives 28 percent
of the stock of the combined company to US Airways shareholders,
with the remaining 72 percent going AMR creditors, unions,
certain employees and shareholders.

"There can be no dispute that the plan is feasible if the merger
succeeds," Bloomberg News quoted Judge Lane as saying at the
Sept. 12 hearing in Manhattan.

Judge Lane confirmed the Plan despite the lawsuit filed by the
U.S. Department of Justice and several states' attorney general
complaining that the merger violates antitrust laws.

The Wall Street Journal pointed out that approval from Judge
Lane means that if AMR and US Airways win the Justice Department
lawsuit or settle with the government, the merger plan can go
into effect.  According to Bloomberg, Judge Lane said the Plan
would be put at "unnecessary risk if confirmation is delayed" and
divert AMR's resources away from the antitrust lawsuit.

According to Bloomberg, the bankruptcy judge last month hinted at
his ruling.  At an Aug. 29 hearing, he said arguments in favor of
confirming the plan were "fairly persuasive" but declined to
confirm the Plan in light of the antitrust suit, which the
Justice Department state AGs said would leave four airlines
controlling more than 80% of U.S. air traffic and drive up
prices.  The Justice Department and the state AGs argued that AMR
can emerge from bankruptcy and compete on its own without the
merger.

AMR and US Airways defended the deal in court papers filed
Sept. 10, arguing that the merger would benefit passengers by
giving them more choices and would generate more than $500
million a year in benefits.  The carriers also said the antitrust
suit showed a lack of the Government's knowledge of the airline
industry.

U.S. District Judge Colleen Kollar-Kotelly in Washington has
scheduled the antitrust case to go to trial beginning Nov. 25.
If the Government is successful in blocking the merger, AMR will
have to develop a new plan to exit bankruptcy protection.  The
Michigan attorney general recently joined in the case and the
parties filed an amended complaint to include the Michigan AG as
one of the plaintiffs.

The antitrust case is U.S. v. US Airways Group Inc., 13-cv-01236,
U.S. District Court, District of Columbia (Washington).

                       Paragraph 59

AMR Corp. meanwhile asked the U.S. Bankruptcy Court in Manhattan
to overrule the objection by American Airlines Inc.'s customers to
a provision in the proposed order confirming its Chapter 11
reorganization plan.

The customers are opposing Paragraph 59 of the proposed order,
which resolves their previous objection to the restructuring
plan.  The group on August 6 lodged an antitrust lawsuit to block
the $11 billion merger of American Airlines and US Airways Group
Inc.

Paragraph 59 specifically provides that Sections 10.2 and 10.3 of
the plan do not apply to the claims asserted by the customers in
their complaint, and will only apply to any other claims of the
group.

The provision also states that Sections 10.5 and 10.6 of the plan
do not apply to the group solely with respect to its pursuit of
the complaint in the bankruptcy court but will apply in any other
court or forum.

In an objection filed on Sept. 4, the group's lawyer, David Cook,
Esq., at Cook Collection Attorneys PLC, in California, said the
proposed language is "incorrect and misstates the record."  He
said that the parties did not agree on the record that the carve
out would be limited only to the lawsuit.

In a reply to the group's Sept. 4 objection, AMR pointed out that
the parties agreed, on the record at the August 15 hearing, to a
resolution of the group's objection to the plan, which was
memorialized in Paragraph 59 of the proposed order.

"For some reason, Mr. Cook and his colleagues believe that the
procedural rules of this court and the integrity of the judicial
process do not apply to them, and that they can simply cavalierly
walk away from agreements they have made before this court," said
AMR lawyer, Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP,
in New York.

Separately, Richard Golden, an AMR creditor and trustee for the
Elsie Z. Golden Trust, dropped his bid to temporarily allow his
claims for the purpose of voting on the company's restructuring
plan.

Mr. Golden said he voted for the plan through the beneficial
ownership ballot, and that further voting in his individual
capacity would result in duplicate votes.

                    Results Unlikely to Sway DOJ

Law360 reports that as AMR Corp. battles the federal government's
efforts to block its proposed merger with US Airways Group Inc.,
the airline could try to use Thursday's court approval of its
bankruptcy plan to pressure the government into a settlement, but
experts say it's unlikely to gain much leverage.

The U.S. Department of Justice is going to focus its efforts to
block the proposed $11 billion merger on the impact it would have
on a market already consolidated by the mergers that produced the
present-day Delta Air Lines.

          USAir FAs Applaud Decision to Expedite Trial

US Airways Flight Attendants, represented by the Association of
Flight Attendants-CWA (AFA), praised a federal judge for
scheduling an expedited trial date for the antitrust suit.

"We applaud the court decision for a November 25 trial start date
and we are optimistic that the judge will agree that the benefits
of this merger, for both workers and consumers alike, will help
to create a stronger aviation system," AFA US Airways President
Roger Holmin said.

"US Airways Flight Attendants are ready to make the most out of
the opportunities available through the creation of the world's
largest airline, which will provide real competition for Delta
and United and a positive outlook for workers," he said.

The Association of Flight Attendants is the world's largest
flight attendant union.  Nearly 60,000 flight attendants come
together to form AFA, part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

The antitrust case is U.S. v. US Airways Group Inc., 13-cv-01236,
U.S. District Court, District of Columbia (Washington).

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Can Pay Off Bonds Without Make-Whole Premium
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., the parent of American Airlines, won
victories Sept. 12 in two Manhattan courts.

According to the Bloomberg report, U.S. Bankruptcy Judge Sean Lane
said he would approve the airline's Chapter 11 reorganization plan
based on a merger with US Airways Group Inc.  Earlier that day,
and of significance for corporate bankruptcies generally, the U.S.
Court of Appeals handed down an opinion saying AMR can pay off
what was originally $1.2 billion in aircraft bonds without paying
a "make-whole" premium for doing so before the bonds' maturity.

The report notes that the opinion by U.S. Circuit Judge Debra Ann
Livingston upholds a January ruling by Judge Lane and contains
important pronouncements about the effect of bankruptcy when loan
documents contain provisions similar to those in AMR's aircraft
financings.

The report relates that Judge Livingston's ruling also sheds light
on Section 1110(a) of the Bankruptcy Code, giving special
protections to aircraft owners or lenders with mortgages on
aircraft.  The opinion was important for AMR because it allows the
company to refinance debt at lower interest rates.  When the
controversy began last year, AMR said refinancing without the
make-whole would save $200 million.

The report states that a make-whole is a provision in a loan
agreement compensating a lender for losses if the debt is repaid
before maturity, forcing the lender to reinvest at lower interest
rates.  Judge Livingston, rejecting the bondholders' arguments,
based her decision largely on a reading of the loan documents,
which she called "unambiguous."  First, she said the loan
agreements made AMR's bankruptcy an automatic event of default.
Next she quoted from the documents to show how the parties agreed
the make-whole isn't owed if the debt is automatically accelerated
as the result of bankruptcy.  Judge Livingston said the so-called
automatic stay in bankruptcy prohibits bondholders from de-
accelerating the debt because AMR would lose contract rights in
the process.  With the bankruptcy default therefore still
outstanding, AMR could repay without a make-whole, she reasoned.
The bondholders argued there was no automatic acceleration of the
debt in view of what's called an ipso facto clause in Section
365(e) of the Bankruptcy Code prohibiting the loss of certain
rights simply as the result of a bankruptcy filing.

According to the report, Judge Livingston said the automatic-
acceleration clause doesn't fall within that section and therefore
is permitted despite bankruptcy.  In that regard, the opinion is
important because it's a pronouncement that automatic debt
acceleration doesn't violate bankruptcy law, which could have
broad implications.  Other parts of Judge Livingston's opinion
would only control in other cases if the language in the loan
documents were similar to AMR's.  Judge Livingston also rejected
bondholders' arguments under Section 1110(a) where AMR agreed to
pay interest throughout bankruptcy and thereby retain possession
of the aircraft.

The report notes that the bondholders pointed to part of Section
1110(a) compelling AMR to "perform all obligations" under the loan
documents.  They contended, without success, that AMR was
therefore compelled to abide by the provisions calling for make
whole payments.  Judge Livingston rejected that argument because
the loan documents themselves don't require a make-whole when the
debt was accelerated automatically by bankruptcy.  Important for
other bankruptcies, Judge Livingston interpreted Section 1110(a)
by itself as not requiring full payment of a debt if the loan
documents include an automatic acceleration.

The report relates that the loans being paid early call for
interest at rates of 8.6 percent to 13 percent.  AMR has said the
new debt would bear interest comparable to the 4 percent to 4.75
percent other major airlines have recently negotiated.  With the
bankruptcy court's permission, AMR conducted a tender offer in
which holders of 26.7 percent of the bonds involved in the appeal
agreed by the August deadline to take more than par, although less
than would have been owed were the make-whole enforceable.

The report states that Sept. 12 ruling means bondholders who
didn't tender will receive par, not the premium AMR was offering
in the tender offer.  At a hearing in August, Judge Lane said he
needed to decide whether confirming the plan was proper in light
of the U.S. Justice Department's antitrust suit seeking to bar the
merger.  Judge Lane said in court Sept. 12 that he will approve
the plan, although it can't be implemented until the airlines beat
back the government suit.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-01236,
U.S. District Court, District of Columbia.

                      About American Airlines

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

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

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

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

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

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest.

The U.S. U.S. Department of Justice, however, has launched an
antitrust challenge to the proposed merger.

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


AMERICAN AIRLINES: Court Rejects $20MM Severance Pay for Horton
---------------------------------------------------------------
Judge Sean Lane rejected the proposed $19.9 million severance
payment to be paid to Tom Horton, departing chief executive
officer of AMR Corp., calling it an "impermissible" provision to
the Chapter 11 Plan, the Wall Street Journal reported.

"I hope this decision sends a message to other companies and
lawyers in future bankruptcy cases to respect Congressional
restrictions on paying bonuses to executives and insiders," said
Clifford J. White III, director of the U.S. Trustee Program, WSJ
cited.

The U.S. Trustee has repeatedly objected to the proposed
severance payment, complaining that the proposed severance
violates bankruptcy law.  Tracy Davis Hope, the U.S. Trustee for
Region 2, argued that severance payments to CEOs cannot be more
than 10 times the average severance pay for non-management
employees during the year in which the payment is going to be
made.

Judge Lane has denied approval of the $19.9 million severance
payment for the AMR CEO when he approved the merger plan between
AMR and US Airways.  In his April 11 ruling, Judge Lane said the
severance payment is not allowed under the federal bankruptcy
code, referring to Section 503(c) that was added to the
Bankruptcy Code in 2005 to limit executive compensation.

AMR's lawyers during the April hearing on the merger deal had
defended the proposed payment, saying it wouldn't be paid until
the closing of the merger, and that it is the new company and not
AMR which would pay the chief executive.

Judge Lane, however, wasn't convinced at that time.  "Of course,
the Debtors are correct in noting that the payment technically
will not come from the Debtors' estate.  But that is somewhat of
a legal fiction," he said in the 20-page order.

"It is clear that the severance payment relates to Mr. Horton's
employment at AMR, where he currently serves as CEO, and not from
Newco, which does not yet exist and where Mr. Horton will take on
a new position only after the merger is finalized and the
proposed severance is paid," the judge said.

A copy of Judge Lane's April 11 order is available without charge
at http://bankrupt.com/misc/AMR_MemoMerger041113.pdf

Under the merger deal, US Airways Chief Executive Doug Parker
will run the combined company as CEO while AMR CEO Tom Horton
will serve as chairman through the first annual meeting of
shareholders.

WSJ related that a lawyer for AMR relayed to Judge Lane during
the Sept. 12 hearing that Mr. Horton will recommend to the AMR
board of directors that his payment be removed from the proposal.
Judge Lane appreciated it, WSJ said.  According to the WSJ report,
Mr. Horton could still receive the severance payment, but it would
have to be approved by the company board after the merger is
completed.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Refuses to Pay $640,000 of Dewey's Fees
----------------------------------------------------------
AMR Corp. and its affiliates asked the U.S. Bankruptcy Court in
Manhattan to deduct $642,796 from the $4.6 million it owes Dewey &
LeBoeuf LLP for fees and expenses.

AMR said Dewey billed the company for work performed by one of
its lawyers, which is unnecessary to the cases it filed against
travel agencies, and that the firm violated a policy statement
when it billed the company for work performed by first-year
associates.

Dewey, which sought bankruptcy protection in early 2012, billed
$4.57 million to AMR before the firm collapsed.  AMR wants the
fees reduced by $584,000 for 1,650 hours spent by first-year
associates.  AMR points to a pre-bankruptcy agreement where the
parent of American Airlines Inc. told its lawyers not to charge
for time of first-year lawyers.

AMR also doesn't want to pay for $57,200 run up by a partner in
"getting up to speed," Bill Rochelle, the bankruptcy columnist
for Bloomberg News, said.  AMR says the partner at the time was
negotiating to join another law firm and left Dewey before he
could perform any beneficial services.

AMR wants Dewey's fees reduced by $642,000. The official fee
examiner negotiated a $250,000 reduction by Dewey.

The Debtors also asked the Court to disallow $226,793 in fees
requested by Jenner & Block LLP, which it earned from preparing
court documents in connection with the briefing on the motion for
summary judgment filed by the company's regional carrier in a
case it lodged against a group representing retired workers.

AMR said the hours spent by the firm preparing those court
documents "were unreasonable and unnecessary" and provided no
benefit to its bankruptcy estate.

                    D&L Trustee, et al., React

The secured lender trustee for Dewey asked the court to overrule
AMR's objection for lack of evidence.

In a Sept. 10 filing, the secured lender trustee said the company
did not provide evidence that the bankrupt law firm was bound by
the policy statement.

The trustee said none of the court documents filed in connection
with Dewey's employment with AMR "reference the policy statement
or reflect the alleged extraordinary agreement by Dewey & LeBoeuf
to waive its right to be compensated for the work of first-year
associates."

The secured lender trustee also said that all issues regarding
the fees earned by a Dewey partner whose work was questioned by
AMR were already addressed by the fee examiner.

Mr. Keach echoed the same position, saying he can't find any
reference to Dewey being bound in documents related to its
employment with AMR, and that the firm has agreed to cut its fees
to resolve the issues regarding the fees earned by a Dewey
partner.

Meanwhile, Jenner, the retiree committee's legal counsel, said
AMR's objection to its requested fees is baseless and should be
overruled.  Had the firm not filed the court documents, AMR would
have argued that the company was entitled to summary judgment by
default, the law firm said.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Files Periodic Rule 2015.3 Report
----------------------------------------------------
AMR Corp. and its affiliated debtors filed a periodic report
regarding the value, operations and profitability of entities in
which they hold a substantial or controlling interest under Rule
2015.3 of the Federal Rules of Bankruptcy Procedure.

AMR Chief Financial Officer Isabella Goren noted that the basis
for the valuation of each entity is the net book value calculated
as total liabilities of each entity subtracted from its total
assets as of June 30, 2013.

The non-debtor entities and their corresponding net book value
are:

                                    Interest
                                    of the          Net Book
  Entity                            Estate          Value
  ------                            --------        --------
Avion Assurance Ltd.                  100%        $9,012,340

Aerodespachos Colombia S.A.
AERCOL S.A. (Columbia)               100%        $2,288,092

Caribbean Dispatch Services
Limited (St. Lucia)                  100%        $6,511,017

American Airlines Division de
Servicios Aeroportuarios (R.D.)
S.A. (Dominican Republic)            100%        $1,982,285

International Ground Services S.A.
de C.V. (Mexico)                     100%        $1,591,233

AA 2002 Class C Certificate Corp.     100%      $108,605,000

AA 2003-1 Class C Certificate Corp.   100%              $100

AA 2004-1 Class B Note Corp.          100%       $42,031,000

AA 2002 Class D Certificate Corp. I   100%                $0

AA 2003-1 Class D Certificate Corp.   100%              $100

AA 2005-1 Class C Certificate Corp.   100%      $103,464,203

American Airlines de Mexico S.A.      100%          ($17,778)

American Airlines de Venezuela S.A.   100%                $0

Aerosan Airport Services S.A./
Aerosan S.A.                          50%        $6,742,972

AMR Merger Sub Inc.                   100%                $0

The periodic report also contains separate reports on the
valuation, profitability and operations of each non-debtor
entity.

The periodic report does not include information for five non-
debtors in which a debtor maintains a joint venture or minority
interest, and is bound by confidentiality obligations from
publicly disclosing their financial statements.  These entities
are:

                                     Interest
                                     of the
  Entity                             Estate
  ------                             --------
Texas Aero Engine Services LLC          50%
oMC Venture LLC                         50%
oneworld Alliance LLC                 25.6%
oneworld Management Company Inc.      25.6%
Aerolineas Pacifico Atlantico SA        25%

A full-text copy of the periodic report dated September 4, 2013,
is available for free at http://is.gd/TobcJj

                      About American Airlines

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

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

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

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

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

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

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

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


APPLIED MINERALS: Mario Concha Appointed to Board of Directors
--------------------------------------------------------------
Applied Minerals, Inc., appointed Mario Concha, former president
of the Chemical Division of Georgia Pacific, Inc., to its Board of
Directors.  The appointment of Mr. Concha expands the board to
five directors and the number of independent directors to three.

Since 2005, Mr. Concha has been the president of Mario Concha &
Associates, LLC, a firm providing consulting services to senior
executives and members of boards of directors in the chemicals and
plastics industries.  He has served as a Director for The Plaza
Group, a $200 million specialty chemical marketer, Arclin Ltd., an
$800 million manufacturer of specialty resins, and Auro Resources
Corporation, a minerals exploration company with holdings in
Colombia's gold region.  Additionally he's provided consulting
services to Georgia Pacific Corporation and Ontario Teachers'
Pension Plan.

Mr. Concha served as the president of the Chemical Division of
Georgia Pacific Corporation from 1998 until 2005 where he was
responsible for a division with annual revenues of $950 million,
1,300 employees, and 17 plants located in the U.S. and six
operating locations abroad.  From 1992 until 1998 he served as
President of the International Division of GS Industries, a
manufacturer of specialty steel.  As President of the
International Division, Mr. Concha was responsible for the
management of an operation that generated $425 million in annual
revenues, had facilities located in Canada, Latin America, Europe
and the Far East, and employed 2,000 people.  Mr. Concha partook
in the formation of GS Industries through a leveraged buyout of
Armco's Worldwide Grinding Systems Division.

From 1985 until 1992 Mr. Concha served as a vice president for
Occidental Chemical Corporation, where he focused on the
turnaround of the company's international business.  While at Oxy-
Chem he grew annual revenues from $250 million to $1 billion,
increased profitability and cash flow, reduced debt and
established a number of joint ventures in Latin America, Europe
and the Far East.  From 1964 until 1985 Mr. Concha served in a
number of senior management positions at Union Carbide.  His last
position there was as Business Director for a $100 million
specialty polyethylene business.  Mr. Concha graduated from
Cornell University with a B.S. in Chemical Engineering.

"We are very pleased to welcome Mario to the Applied Minerals
Board," said John F. Levy, chairman of the Board.  "Mario not only
has deep experience in the chemical business but also has proven
success as a senior executive.  His significant industry knowledge
and management expertise will be very valuable to the Board and
the Company."

"I am excited to join the board of a company with such great
potential and one that has assembled such a talented team of
professionals," said Mario Concha.  "I look forward to working
with the Company as it commercializes its unique line of
products."

                   Annual Meeting Set on Dec. 5

Applied Minerals will hold its 2013 Annual Meeting of Shareholders
on Thursday, Dec. 5, 2013, at 3:00 p.m. Eastern at the Concierge
Conference Center located at 780 Third Avenue, New York.  The
record date for the meeting will be Oct. 11, 2013.  For
shareholders or other interested parties who cannot attend in
person, the meeting will be webcast at
http://www.virtualshareholdermeeting.com/AMNL2013

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

Applied Minerals incurred a net loss of $9.73 million in 2012 as
compared with a net loss of $7.43 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $10.52 million in total
assets, $2.75 million in total liabilities, and $7.77 million in
total stockholders' equity.

                        Bankruptcy Warning

"The Company has had to rely mainly on cash flow generated from
the sale of stock and convertible debt to fund its operations.  If
the Company is unable to fund its operations through the
commercialization of its minerals at the Dragon Mine, it may have
to file bankruptcy, as there is no assurance of the foregoing,"
the Company said in its annual report for the year ended Dec. 31,
2012.


ARMORWORKS ENTERPRISES: Houlihan Lokey Okayed as Investment Banker
------------------------------------------------------------------
ArmorWorks Enterprises, LLC, and affiliate TechFiber LLC ask the
U.S. Bankruptcy Court for permission to employ Houlihan Lokey
Capital, Inc. as investment banker and sale agent to pursue a sale
of the company and its subsidiaries.

Ryan O'Toole attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

Upon the consummation of any Sale Transaction, the Debtors will
pay Houlihan Lokey a Sale Transaction Fee equal to:

      i. For a Transaction Value up to $25.0 million:
         $1.0 million, plus

     ii. For a Transaction Value from $25.0 million to
         $35.0 million: 5.0% of such incremental value, plus

    iii. For a Transaction Value in excess of $35.0 million:
         7.0% of such incremental value; or

Upon the Effective Date of a Plan of Reorganization pursuant to
which there is any change in the ownership of the equity interests
in the Debtors, the Debtors will pay Houlihan Lokey a Plan
Transaction Fee of $1 million.

Hearing on the engagement is set for Oct. 4, 2013, at 10:00 a.m.
at 230 N. First Ave., 6th Floor, Courtroom 602, in Phoenix.

Attorneys for the Debtor can be reached at:

         John R. Clemency, Esq.
         Todd A. Burgess, Esq.
         Lindsi M. Weber, Esq.
         Janel M. Glynn, Esq.
         GALLAGHER & KENNEDY, P.A.
         2575 East Camelback Road
         Phoenix, AZ 85016-9225
         Tel: (602) 530-8000
         Fax: (602) 530-8500
         Email: john.clemency@gknet.com
                todd.burgess@gknet.com
                lindsi.weber@gknet.com
                janel.glynn@gknet.com

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.  The Plan would resolve the
ongoing dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40% minority interest, or alternatively, allow C Squared
to purchase the 60% majority interest of AWI.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


BIOZONE PHARMACEUTICALS: Barry Honig Holds 7.9% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Barry Honig disclosed that as of Sept. 11, 2013, he
beneficially owned 5,542,654 shares of common stock of Biozone
Pharmaceuticals, Inc., representing 7.91 percent based on
70,111,325 shares outstanding as of that date.  A copy of the
regulatory filing is available for free at http://is.gd/G8Ffyj

                   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.


BIOZONE PHARMACEUTICALS: Amends 2012 Form 10-K
----------------------------------------------
Biozone Pharmaceuticals, Inc., amended its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2012, for the purpose
of correcting certain beneficial ownership information in Part
III, Item 12.  A copy of the Form 10-K/A is available for free at:

                        http://is.gd/Z94zBZ

                   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: James Berylson Held 5.3% Equity Stake at Sept. 6
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, James Berylson and his affiliates disclosed that as of
Sept. 6, 2013, they beneficially owned 933,163 shares of common
stock of The Bon-Ton Stores, Inc., representing 5.32 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/yWJUsZ

                        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.  The Company's balance sheet at
Aug. 3, 2013, showed $1.58 billion in total assets, $1.53 billion
in total liabilities and $49.70 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.


CASPIAN SERVICES: Hires Haynie & Company as New Accountants
-----------------------------------------------------------
Caspian Services, Inc., engaged Haynie & Company, P.C., as its
independent registered public accounting firm.  The decision to
engage Haynie was approved by the Company's board of directors.
During the fiscal years ended Sept. 30, 2012, and 2011 and during
any subsequent interim period preceding the date of engagement,
neither the Company, nor anyone acting on its behalf, consulted
with Haynie regarding:

   * the application of accounting principles to a specified
     transaction, either completed or proposed, or the type of
     audit opinion that would have been rendered on the Company's
     financial statements, and no written report was provided to
     the Company nor was oral advice rendered that was an
     important factor considered by the Company in reaching a
     decision as to the accounting, auditing or financial
     reporting issue; or

   * any matter that was either the subject of a disagreement.

Effective Sept. 1, 2013, Hansen, Barnett and Maxwell, P.C.,
resigned as the independent registered public accounting firm of
the Company.

                      About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

The Company's balance sheet at June 30, 2013, showed $81.44
million in total assets, $88.63 million in total liabilities and a
$7.19 million total deficit.

                        Bankruptcy Warning

In September 2011, the Company executed an agreement to
consolidate and restructure certain outstanding loans in the total
aggregate amount of $35,246 with an otherwise unrelated
individual.  Closing of the Loan Restructuring Agreement is
subject to a number of closing conditions, including among other
things, the Investor reaching agreement with the European Bank for
Reconstruction and Development to restructure certain EBRD
financing agreements with the Company.  Until the closing of the
Loan Restructuring Agreement, the restructured loans will be
treated as current liabilities.

The Company funded a portion of the construction of its marine
base through a combination of debt and equity financing with EBRD
pursuant to which EBRD provided $18,600 of debt financing and made
an equity investment in the marine base in the amount of $10,000
in exchange for a 22 percent equity interest in Balykshi.

"Should EBRD accelerate its loan or its put option or should the
Loan Restructuring Agreement with Investor not close, we would
have insufficient funds to satisfy our obligations to EBRD and or
to Investor, collectively or individually.  If we are unable to
satisfy those obligations, EBRD and/or Investor could seek any
legal remedy available to obtain repayment, including forcing the
Company into bankruptcy, or foreclosing on the loan collateral,
which, in the case of EBRD includes the marine base and other
assets and bank accounts of Balykshi and CRE, and in the case of
Investor includes other assets of the Company," the Company said
in its quarterly report for the period ended June 30, 2013.

"The ability of the Company to continue as a going concern is
dependent upon, among other things, its ability to successfully
negotiate and conclude restructured financing agreements with EBRD
and Investor and its ability to generate sufficient revenue from
operations, or to identify a financing source that will provide
the Company the ability to satisfy its repayment and guarantee
obligations under the restructured financing agreements.
Uncertainty as to the outcome of these factors raises substantial
doubt about the Company's ability to continue as a going concern,"
the Company added.


CELL THERAPEUTICS: Sells 15,000 Preferred Shares to Quogue
----------------------------------------------------------
Cell Therapeutics, Inc., has agreed to sell 15,000 shares of its
Series 18 Preferred Stock directly to Quogue Capital LLC and an
affiliate of Perceptive Advisors LLC in a registered direct
offering conducted without an underwriter or placement agent for
gross proceeds of approximately $15 million.  The net proceeds
from the Offering, after deducting estimated offering expenses,
will be approximately $14.8 million.

Each share of Series 18 Preferred Stock will have a stated value
of $1,000 per share and will be convertible at the option of the
holder, at any time prior to the automatic conversion of those
shares in certain circumstances, into a total of 15 million shares
of registered common stock at a conversion price of $1.00 per
share of common stock.  Shares of the Series 18 Preferred Stock
will receive dividends in the same amount as any dividends
declared and paid on shares of common stock, but would be entitled
to a liquidation preference over the common stock in certain
liquidation events.  The Series 18 Preferred Stock will have no
voting rights on general corporate matters.

CTI plans to use the net proceeds from the Offering to continue
Phase 3 trials of pacritinib and to support the commercialization
of PIXUVRI(R) (pixantrone) in Europe as well as for general
corporate purposes, which may include, among other things, funding
research and development, preclinical and clinical trials, the
preparation and filing of new drug applications and general
working capital.  The Offering is expected to close on or about
Sept. 18, 2013.

The securities are being offered by CTI pursuant to a shelf
registration statement previously filed with the Securities and
Exchange Commission, which the SEC declared effective on Nov. 1,
2011.

                      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.


CHAMPION INDUSTRIES: Incurs $1.1 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Champion Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.08 million on $17.96 million of total revenues for
the three months ended July 31, 2013, as compared with a net loss
of $592,960 on $22.32 million of total revenues for the same
period during the prior year.

For the nine months ended July 31, 2013, the Company reported a
net loss of $5.45 million on $54.51 million of total revenues as
compared with a net loss of $21.69 million on $67.45 million of
total revenues for the same period last year.

As of July 31, 2013, the Company had $26.51 million in total
assets, $33.35 million in total liabilities and a $6.83 million
total shareholders' deficit.

Marshall T. Reynolds, chairman of the Board and chief executive
officer of Champion, said, "Our results continue to be impacted by
various non-cash events but we continue to generate positive cash
flow from operating activities and continue to reduce our interest
bearing debt at an accelerated rate.  We have expended
considerable effort to effectuate the myriad of restructuring and
asset sales activities required by our Secured Lenders and feel we
have substantially accomplished our goals and requirements in this
regard.  We intend to work with our secured creditors and advisors
to address our debt maturities and liquidity to the best of our
ability and, if successful, in stabilizing our funding platform
going forward, we believe our core business has the opportunity to
improve."

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

                        http://is.gd/JEtCpx

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  Champion reported a $3.5 million net loss for the
quarter ended Jan. 31 on revenue of $22.6 million.


CIRCLE STAR: Incurs $549,000 Net Loss in July 31 Quarter
--------------------------------------------------------
Circle Star Energy Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $549,286 on $298,888 of total revenues for the three
months ended July 31, 2013, as compared with a net loss of $1.93
million on $150,604 of total revenues for the same period last
year.

The Company's balance sheet at July 31, 2013, showed $3.38 million
in total assets, $5.77 million in total liabilities, and a
$2.38 million total stockholders' deficit.

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

                        http://is.gd/877F5M

                         About Circle Star

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns royalty, leasehold, operating, net revenue, net profit,
reversionary and other mineral rights and interests in certain oil
and gas properties in Texas.  The Company's properties are in
Crane, Scurry, Victoria, Dimmit, Zavala, Grimes, Madison,
Robertson, Fayette, and Lee Counties.

D'Arelli Pruzansky, P.A, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has incurred net losses and used cash in
operating activities of $10,812,694 and $1,359,795, respectively,
for the year ended April 30, 2013, and the Company had an
accumulated deficit and stockholders' deficit of $22,061,177 and
$2,317,347, respectively, and a working capital deficit of
$4,167,097 at April 30, 2013.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


CIRCLE STAR: Incurs $549K Net Loss in July 31 Quarter
-----------------------------------------------------
Circle Star Energy Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $549,286 on $298,888 of total revenues for
the three months ended July 31, 2013, compared with a net loss of
$1.9 million on $150,604 of total revenues for the three months
ended July 31, 2012.

The Company's balance sheet at July 31, 2013, showed $3.4 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $2.4 million.

"At July 31, 2013, we had cash and cash equivalents of $66,460 and
a working capital deficit of $4,138,505.  For the three months
ended July 31, 2013, we had a net loss of $549,286 and an
operating loss of $306,724 and cash provided by operations
amounted to $10,884.  As of July 31, 2013 our $2,750,000 10%,
Feb. 8, 2013 notes payable had matured, the principal and accrued
interest remain outstanding.

"Given that we have not achieved profitable operations to date,
our cash requirements are subject to numerous contingencies and
risks beyond our control, including operational and development
risks, competition from well-funded competitors, and our ability
to manage growth.  We can offer no assurance that the Company will
generate cash flow sufficient to achieve profitable operations or
that our expenses will not exceed our projections.  Accordingly,
there is substantial doubt as to our ability to continue as a
going concern for a reasonable period of time."

A copy of the Form 10-Q is available at http://is.gd/877F5M

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns a variety of non-operated working interests and overriding
royalty interests in approximately 73 producing wells in Texas.
The interests range from less than 1% up to approximately 5% in
each well.  The wells are located in the following areas:  Permian
Basin, Eagle Ford Shale, Pearsall Field, Giddings Field & the
Woodbine Field.  The wells are operated by Apache (Permian),
Chesapeake (Eagle Ford Shale), CML (Giddings, Pearsall & Permian),
Leexus (Giddings) and Woodbine Acquisitions (Woodbine).   As of
April 30, 2013, the Company had approximately 430 net leased acres
in Texas.

The Company also operates 2 wells in Kansas.  The Company owns a
25% working interest (approximately 20% net revenue interest)
before payout and a 43.75% working interest (approximately 35% net
revenue interest) after payout in both wells which are located in
Trego County.  As of July, 31, 2013, the Company had approximately
9,838 net leased acres in Kansas.  Approximately 1,480 are located
in Trego County and approximately 8,358 are located in Sheridan
County.  There are multiple potential pay zones of interest with
the primary zones of interest being the Arbuckle, Marmaton &
Lansing-Kansas City ranging from approximately 3,200 feet to
approximately 4,300 feet in depth.


CLEAR CHANNEL: Appoints Julia Brau to Board of Directors
--------------------------------------------------------
Pursuant to the Amended and Restated By-Laws, as amended, of Clear
Channel Communications, Inc., the Board of Directors of the
Company increased the size of the Board from 12 to 13 and
appointed Julia E. C. Brau as a member of the Company's Board of
Directors to fill the vacancy created by the increase in the size
of the Board of Directors.

Ms. Brau is a vice president at Thomas H. Lee Partners, L.P.  Ms.
Brau rejoined THL in 2010 after attending Harvard Business School
and working as an Associate at the firm from 2006 to 2008.  Prior
to THL, Ms. Brau worked at Morgan Stanley & Co. Incorporated in
the Investment Banking Division.  Ms. Brau currently serves on the
board of directors of Agencyport Software Ltd., a provider of
software systems to the insurance industry, as well as the board
of directors or the board of managers, as applicable, of the
Company's indirect parent entities, CC Media Holdings, Inc., and
Clear Channel Capital I, LLC.  Ms. Brau holds a B.A. in Economics
from Stanford University and an M.B.A. from Harvard Business
School.

Ms. Brau will not receive any compensation for her service on the
Company's Board of Directors.  She will receive the same form of
Indemnification Agreement as the other members of the Company's
Board of Directors.  At this time, the Board of Directors does not
intend to appoint Ms. Brau as a member of any of the committees of
the Board of Directors.

The Company is an indirect subsidiary of CCMH.  Entities
controlled by Bain Capital Partners, LLC, and THL and their
respective affiliates collectively own all of the outstanding
shares of CCMH's Class B common stock and Class C common stock.
These shares represent in the aggregate approximately 69 percent
of the equity of CCMH.  In addition, seven members of the
Company's Board of Directors (including Ms. Brau) are employees of
Bain or THL.

In connection with the 2008 merger pursuant to which CCMH acquired
the Company, CCMH and its subsidiaries entered into a number of
agreements with the Sponsors and certain of their affiliates,
including (1) a management agreement pursuant to which the
Sponsors provide management and financial advisory services to
CCMH and its wholly owned subsidiaries until 2018, at a rate not
greater than $15 million per year, plus reimbursable expenses, (2)
a stockholders agreement relating to voting in elections to the
Board of Directors of CCMH and the transfer of certain shares and
(3) an affiliate transactions agreement with respect to the entry
into certain transactions between CCMH or its subsidiaries, on the
one hand, and the Sponsors or their respective affiliates, on the
other hand.  In addition, as a result of CCMH's worldwide reach,
the nature of its business and the breadth of investments by the
Sponsors, it is not unusual for CCMH and its subsidiaries to
engage in ordinary course of business commercial transactions with
entities in which one or both of the Sponsors directly or
indirectly owns a greater than 10 percent equity interest.

                About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

As of June 30, 2013, the Company had $15.29 billion in total
assets, $23.58 billion in total liabilities and a $8.28 billion
total shareholders' deficit.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


CLEAR CHANNEL: Inks Severance Agreement with Former CFO
-------------------------------------------------------
In connection with the termination of employment of Thomas W.
Casey as executive vice president and chief financial officer of
CC Media Holdings, Inc., and its subsidiaries Clear Channel
Capital I, LLC, Clear Channel Communications, Inc., and Clear
Channel Outdoor Holdings, Inc., on July 29, 2013, CCU and Mr.
Casey entered into a Severance Agreement and General Release
pursuant to which CCU agreed to pay Mr. Casey:

   (1) $198,000, representing the amount previously earned by Mr.
       Casey pursuant to a supplemental incentive plan with
       respect to 2012 performance; and

   (2) as provided in Mr. Casey's previous Employment Agreement
       dated Dec. 15, 2009, and in exchange for the Agreement and
       Mr. Casey's release of claims and provided that Mr. Casey
       does not revoke the Agreement: (a) a prorated annual bonus
       with respect to the days he was employed during 2013,
       calculated as provided in the Employment Agreement; (b) an
       "equity value preservation payment" equal to $5,000,000;
       and (c) a $2,700,000 severance payment paid over 18 months.

However, if Mr. Casey violates the non-compete provision of
Section 7 of the Employment Agreement during the 18-month period,
the $2,700,000 severance payments will cease.

                About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

As of June 30, 2013, the Company had $15.29 billion in total
assets, $23.58 billion in total liabilities and a $8.28 billion
total shareholders' deficit.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


COMPETITIVE TECHNOLOGIES: Amends 4.4MM Shares Resale Prospectus
---------------------------------------------------------------
Competitive Technologies, Inc., has amended its registration
statement relating to the resale of shares of the Company's common
stock, par value $0.001 per share, by Southridge Partners II, LP,
of up to 4,450,000 Put Shares that the Company will put to
Southridge Partners II L.P., pursuant to the an Equity Purchase
Agreement between the Company and Southridge.

The Equity Purchase Agreement with Southridge provides that
Southridge is committed to purchase up to $10,000,000 of the
Company's common stock.  The Company may draw on the facility from
time to time, as and when the Company determines appropriate in
accordance with the terms and conditions of the Equity Purchase
Agreement.

This offering will terminate 24 months after the effective date of
the Equity Purchase Agreement.  Southridge will pay the Company 90
percent of the lowest closing price of the Company's common stock
reported by Bloomberg Finance L.P. for the ten trading day
immediately following the closing date of each put of shares.

The Company will not receive any proceeds from the sale of the
shares of common stock offered by the Selling Security Holder.
The Company may receive proceeds from the sale of its Put Shares
under the Equity Purchase Agreement.  The proceeds will be used
for working capital or general corporate purposes.  The Company
will bear all costs associated with this registration.

The Company's common stock is registered under Section 12(g) of
the Securities Exchange Act of 1934 and quoted on the OTCQX
maintained by OTC Markets Group under the symbol "CTTC."  On
Sept. 10, 2013, the last reported sale price for the Company's
common stock as reported on the OTCQX was $0.20 per share.

A copy of the Amended Form S-1 is available for free at:

                        http://is.gd/TBZoaH

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  As of June 30, 2013, the Company had
$4.47 million in total assets, $9.78 million in total liabilities
and a $5.31 million total shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), 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 incurred operating losses since fiscal year
2006.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


CT TECHNOLOGIES: S&P Assigns B Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to Alpharetta, Ga.-based CT Technologies
Intermediate Holdings Inc.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $250 million first-lien term loan due 2019 and
$25 million revolving credit facility due 2018.  The '2' recovery
rating indicates S&P's expectation for substantial (70% to 90%)
recovery in the event of payment default.  S&P also assigned a
'CCC+' issue-level rating to the proposed $115 million second-lien
term loan due 2020.  The '6' recovery rating indicates S&P's
expectation for negligible (0% to 10%) recovery in the event of
payment default.

The company plans to use the proceeds to refinance existing
indebtedness, pay a distribution to shareholders, and pay
associated fees and expenses.

"The ratings reflect HealthPort's highly leveraged financial risk
profile, with adjusted leverage in the high-8x area (treating
series A equity as debt), as well as its weak business risk
profile, resulting from its niche focus on a highly fragmented
market with regulated pricing," said Standard & Poor's credit
analyst Christian Frank.

These factors are partially offset by the company's leading market
position, high recurring revenue, and diverse customer base.  S&P
expects HealthPort to grow revenue organically in the low- to mid-
single digit area and maintain EBITDA margins in the low-20% area.
However, S&P believes that leverage will remain elevated in the
near term, as it expects the company will continue to use free
cash flow for tuck-in acquisitions and business investments, and
as the paid-in-kind yield accretes on its series A equity shares.

The stable outlook reflects the company's good market position,
predictably recurring revenue, and S&P's expectation for continued
solid profitability.  Given current leverage levels and expected
uses of free cash flow to fund growth, an upgrade is unlikely over
the next one to two years.

Conversely, S&P could lower the rating if EBITDA declines due to
changing health care market dynamics that disrupt the release of
information industry or adverse regulatory action, resulting in
leverage above the low-10x area on a sustained basis or covenant
cushion below 10%.


DEL MONTE: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------
Moody's Investors Service, Inc. confirmed the long term ratings of
Del Monte Corporation, including the company's B2 Corporate Family
Rating and B2-PD Probability of Default Rating. This concluded the
review for downgrade that was initiated in May 24, 2013 following
the company's announced agreement to acquire Natural Balance Pet
Foods, Inc., the terms of which were undisclosed until recently.
Moody's also upgraded the company's Speculative Grade Liquidity
rating to SGL-1 from SGL-2. The rating outlook is stable.

"Based on our assumption that the $341 million all cash-funded
Natural Balance acquisition will add at least $40 million of
EBITDA and following the recent $75 million mandatory bank debt
reduction, we believe that Del Monte's financial leverage has been
reduced to levels that can be sustained within the bounds of its
B2 rating," commented Brian Weddington, a Moody's Senior Credit
Officer.

Pro forma for the acquisition, Moody's estimates that Del Monte's
debt/EBITDA is around 6.2 times for the twelve month period ended
July 28, 2013. Prior to the announced acquisition last May and the
recent bank debt payment through a free cash flow sweep,
debt/EBITDA was about 8 times.

Ratings Rationale:

The B2 Corporate Family Rating reflects Del Monte's high financial
leverage, deteriorating operating performance in the consumer food
segment, and high risk of future leveraged acquisitions. These
risks are balanced against, solid free cash flow, and expansion of
the pet food franchise that generates high profit margin, faster
growth and favorable product mix.

The SGL-1 Speculative Grade Liquidity rating reflects strong
internal cash flow and external liquidity, abundant covenant
cushion under the "covenant-lite" senior secured bank facility,
and the mostly-encumbered asset base.

The following rating actions were taken:

Del Monte Corporation (formerly Del Monte Foods Company):

Ratings Upgraded:

  Speculative Grade Liquidity Rating to SGL-1 from SGL-2.

Ratings Confirmed:

  Corporate Family Rating at B2;

  Probability of Default Rating at B2-PD;

  $2.7 billion senior secured term loan due March 2018 at B1
  (LGD 3, 41%);

  $1.3 billion senior unsecured notes due February 2019 at Caa1
  (LGD 5, 87%).

The rating outlook is stable.

The senior secured term loan is secured by a first priority lien
on substantially all the assets of Del Monte Corporation
(excluding collateral pledged to an undrawn $750 million asset-
based facility), and each guarantor; and a second priority lien on
collateral pledged to the $750 million asset-based facility. The
senior unsecured debt is guaranteed by all direct and indirect
subsidiaries.

A rating downgrade could occur if Del Monte is not likely to
sustain debt to EBITDA below 7.0 times, or if either interest
coverage or free cash flow deteriorates materially. Conversely,
Del Monte's ratings could be considered for upgrade if operating
performance improves such that debt to EBITDA approaches 5.5 times
and retained cash flow to net debt rises above 10%.

The principal methodology used in this rating was the Global
Packaged Goods Methodology 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.

Del Monte Corporation, based in San Francisco, California, is a
producer, distributor and marketer of branded consumer and pet
food products for the U.S. retail market. Revenues for the last
twelve months ended July 28, 2013 were approximately $3.8 billion.


DETROIT, MI: Judge Will Consider State Constitutional Issues
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Detroit bankruptcy judge delayed the hearing and
broadened issues to be considered in October when he decides if
the city is eligible for Chapter 9 municipal bankruptcy.

According to the report, in late August U.S. Bankruptcy Judge
Steven W. Rhodes put Detroit's bankruptcy on a fast track by
scheduling a first hearing on Sept. 18 to consider eligibility
objections not raising factual disputes.  He set another hearing
to begin Oct. 23 to deal with objections based on facts in
dispute.  After receiving comments from contending parties, Judge
Rhodes held a hearing last week and modified the schedule.  Most
prominently, he delayed the first hearing on non-factual disputes
until Oct. 15 and 16.

The report notes that in a new schedule on the court's docket
Sept. 12, Judge Rhodes revealed he won't make quick decisions on
non-factual questions.  At the conclusion of the Oct. 16 hearing,
Judge Rhodes said he will only announce whether any of the
supposedly non-factual disputes actually entail factual disputes
requiring consideration at the hearing to begin Oct. 23.

The report relates that originally, Judge Rhodes said he wouldn't
consider whether Detroit is ineligible for bankruptcy because the
state constitution allegedly bars modification of city workers'
pensions.  The judge reasoned that the state constitutional issue
was as yet only theoretical because the city hasn't formally
proposed a plan that modifies pensions.  Judge Rhodes said the
limitation was "imprudent" and will therefore consider the
pension-ban issue.  Although he will hear argument, he still might
rule that the pension issue isn't pertinent on the question of
eligibility.  Judge Rhodes also abrogated a limit he had placed on
factual investigations, saying it too was "imprudent."  At the
non-factual hearing on Oct. 15 and 16, Judge Rhodes is giving each
side 4.5 hours, including rebuttal arguments.  He will hold a
separate hearing on Sept. 19 where individuals can address the
court for three minutes each.  The city will have 30 minutes to
reply.

The report relays that it's unclear whether Judge Rhodes or a
district judge will rule on issues involving state law, the state
constitution and the federal Constitution.  Last week, the
official retirees' committee filed papers asking a federal
district judge to take those questions away from Judge Rhodes.

The report states that the so-called withdrawal-of-the-reference
motion might delay the schedule for hearings in October.  Unlike
corporate reorganizations, municipal bankruptcy law requires the
judge to make a threshold ruling on whether the city is eligible
under state and federal statutes, because not all municipalities
qualify for bankruptcy.  Judge Rhodes is planning to make the
eligibility rulings more quickly than in some Chapter 9 cases
where the issue wasn't resolved for a year or more.

                      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: Considering Pushing Retirees into Health Exchanges
---------------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that Detroit's
emergency manager is considering ending its health insurance
coverage for city retirees under age 65 and giving them a modest
stipend to purchase insurance from the health exchanges being
established under Obamacare, according to a lawyer who represents
two associations of public workers.

Brian O'Keefe, an attorney who represents associations of Detroit
police, firefighters and other city employees, said on Sept. 12
that the emergency manager, Kevyn Orr, is considering offering a
stipend of about $125 a month for retirees under age 65, the
report related.  Those over 65, who now get city-paid health
insurance to supplement their Medicare coverage, would get only
Medicare.

Orr's spokesman, Bill Nowling, said he could not comment on the
specifics of the current proposal, but he said Orr initially spoke
with the city's unions and pension boards in June about the
changes to their healthcare plans, the report added.  At that
time, Nowling said, Orr proposed offering retirees under 65 $110
per month to purchase coverage from a health exchange.

Nowling said it was imperative for the city to quickly reach a
deal with the retirees about their healthcare because the
insurance exchanges being established under the U.S. Affordable
Care Act are scheduled to launch October 1, the report said.

                    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: Ch. 9 Eligibility Objections Set for October
---------------------------------------------------------
Resnick Law, P.C. on Sept. 16 disclosed Judge Steven Rhodes has
set Oct. 15-16 as the new dates for creditors to present their
arguments against Detroit's bankruptcy, forcing a scramble for the
trial.

The Court had originally scheduled Sept. 18 for oral arguments on
creditor objections that raised only legal issues and scheduled a
trial date on Oct. 23, on creditor objections that raised factual
questions that require testimony and other evidence to be
presented, but the Judge pushed the September 18 date back and
allowed for a second day for the unions and other creditors to
make their legal arguments on Detroit's Chapter 9 eligibility.

Nathan Resnick, a Bankruptcy Attorney in Detroit had shared his
opinion on the changes in the schedule:

"The Judge has set a very aggressive trial schedule in this case,
leaving creditors with little time to prepare for trial.  Any
delays, artificial obstacles, or gamesmanship will severely impact
the creditors' ability to prepare their case.  I'm not surprised
that several creditors have already accused the City of Detroit of
refusing to produce Mayor David Bing and other key government
employees for depositions.  I am pleased and not surprised that
the Judge is moving quickly to set expedited hearings."

The aggressive schedule means that challengers to the city's
bankruptcy will have less than three months to submit all evidence
that the city isn't bankrupt.  Creditors stand to lose hundreds of
millions, if not billions, of dollars in obligations.  If you have
questions about Detroit's Chapter 9 Bankruptcy, you can research
frequently asked questions at ResnickLaw.net

"I don't think that anyone would disagree with me that the City of
Detroit moved with great speed in filing their bankruptcy case.
But, they are certainly not the only one moving at great speed.
Judge Steven Rhodes has set a very fast pace of his own and is
moving quickly to remove all obstacles to making his fast track
schedule work.  We will all see very soon whether this historic
bankruptcy case will move forward or stop dead in its tracks,"
Mr. Resnick concluded.

On Sept. 19, the 110 individuals who objected to the city's
eligibility for Chapter 9 bankruptcy will be given time to discuss
their positions in court.  Their arguments will be limited to
three minutes, after which the city will have 30 minutes to
respond.  There will be no rebuttals.

The key dates are set just days apart leading to the opening trial
on Oct. 23.  The final deadline for the City of Detroit is
March 1, 2014 when it has to file a plan of adjustment which will
show its plan to reduce debt.  This plan must be approved by at
least one group of creditors.

                    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.


DTS8 COFFEE: Delays Form 10-Q for July 31 Quarter
-------------------------------------------------
DTS8 Coffee & Tea, Inc., notified the U.S. Securities and Exchange
Commission that its Form 10-Q for the period ended July 31, 2013,
could not be filed within the prescribed time period due to
additional time required to prepare and complete that document.

                         About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

As of April 30, 2013, the Company had $4.60 million in total
assets, $755,882 in total liabilities and $3.84 million in total
shareholders' equity.

Malone & Bailey, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.


EASTMAN KODAK: Said to Relist at NYSE; Shareholders Disclose Stake
------------------------------------------------------------------
Antoine Gara and Joe Deaux, writing for The Street, report that a
source familiar with the matter said Eastman Kodak will re-list
its shares with the New York Stock Exchange, where the company
previously had been listed.

The Street reports Kodak has filed with the Securities and
Exchange Commission to sell its stock by way of a small company
offering and sale of securities without registration.  The company
expects to list on a major exchange shortly.

The Street also reports that Kodak's equity holders disclosed on
Friday their ownership in new shares of the company:

     -- Private-equity giant Blackstone Group, through its
        GSO Capital Partners credit investing arm, reported a
        22.6% stake in Kodak's new shares. GSO also disclosed
        that in August it transferred a portion of its shares to
        Serengeti Asset Management;

     -- Hedge fund BlueMountain Capital Management reported a
        19.2% stake in Kodak shares on Friday;

     -- Moses Marx of United Equities reported a 12.6% stake;

     -- Contrarian Capital reported a 12.1% holding;

     -- George Karfunkel will hold a 3.1% stake.

The Street notes that most of Kodak's new shareholders are secured
creditors who backstopped a $406 million rights offering in June
that converted secured and unsecured creditor claims into new
equity in the company.  Forty million shares were sold overall
through the rights offering.  The Street reports that roughly 75%
of Kodak's new shares will be held among six investors, while 23%
to 24% of the company's remaining shares were distributed to
unsecured creditors who received about 4 cents on the dollar for
their claims when the company emerged from bankruptcy.  Kodak's
old shares were cancelled when it emerged from bankruptcy.

                         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.

The Bankruptcy Court confirmed confirmed Kodak's Plan of
Reorganization on Aug. 20.  The company officially emerged from
Chapter 11 protection on Sept. 3.


EASTMAN KODAK: Moses Marx Held 12.6% Equity Stake at Sept. 3
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Moses Marx disclosed that as of Sept. 3, 2013, he
beneficially owned 4,483,455 shares of common stock of Eastman
Kodak Company representing 12.6 percent of the shares outstanding.
Momar Corporation held 3,139,741 common shares or 8.8 percent
equity stake as of September 3.  Mr. Marx is the president of
Momar.  A copy of the regulatory filing is available for free at
http://is.gd/X9mpNz

                        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.

The company officially emerged from Chapter 11 protection on
Sept. 3.


EASTMAN KODAK: George Karfunkel Trust Holds 3.1% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, The George Karfunkel 2007 Grantor Retained Annuity
Trust #1 and The George Karfunkel 2007 Grantor Retained Annuity
Trust #2 disclosed that as of Sept. 3, 2013, they beneficially
owned 1,094,539 shares of common stock of Eastman Kodak Company
representing 3.1 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/leNXPW

                        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.

The company officially emerged from Chapter 11 protection on
Sept. 3.


EASTMAN KODAK: Stephen Schwarzman Holds 22.4% Equity Stake
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Stephen A. Schwarzman and his affiliates disclosed
that as of Sept. 3, 2013, they beneficially owned 8,001,521 shares
of common stock of Eastman Kodak Company representing 22.4 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/SNifmD

                        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.

The company officially emerged from Chapter 11 protection on
Sept. 3.


EASTMAN KODAK: BlueMountain Held 19.2 Equity Stake at Sept. 3
-------------------------------------------------------------
BlueMountain Capital Management, LLC, and its affiliates disclosed
in a Schedule 13D filing with the U.S. Securities and Exchange
Commission that as of Sept. 3, 2013, they beneficially owned
6,868,500 shares of common stock of Eastman Kodak Company
representing 19.2 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/CtoXs5

                        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.

The company officially emerged from Chapter 11 protection on
Sept. 3.


EASTMAN KODAK: Contrarian Held 12.1% Equity Stake at Sept. 13
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Contrarian Capital Management, L.L.C., disclosed that
as of Sept. 13, 2013, it beneficially owned 4,330,835 shares of
common stock of Eastman Kodak Company representing 12.1 percent of
the shares outstanding.  Contrarian Capital Fund I, L.P.,
beneficially owned 6.4 percent equity stake as of that date.  A
copy of the regulatory filing is available for free at:

                        http://is.gd/ALS8od

                        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.

The company officially emerged from Chapter 11 protection on
Sept. 3.


EDISON MISSION: Wants Until Dec. 31 to Decide on Powerton Leases
----------------------------------------------------------------
On Sept. 19, 2013, at 10:30 a.m., Edison Mission Energy, et al.,
will appear before the Honorable Jacqueline P. Cox of the U.S.
Bankruptcy Court for the Northern District of Illinois to move for
the entry of an order (I) further extending the time to assume or
reject the Powerton and Joliet Leases and Related Agreements to
Dec. 31, 2013, or, alternatively, in the absence of an agreement
on an extension, (ii) authorizing the rejection of the Agreements,
with such rejection being effective as of the entry of the
rejection order.

To the extent that the leases are rejected, MWG intends to
continue operating the Facilities in the ordinary course until the
relevant, applicable required regulatory approvals are obtained to
facilitate the orderly turnover of the Facilities to the owner
lessors.

Any objection to the Debtors' motion must be filed with the
Bankruptcy Court by Sept. 17, 2013, at 4:00 p.m.

On April 11, 2013, the Court entered an order establishing July 1,
2013, as the deadline for debtor Midwest Generation, LLC ("MWG")
to assume or reject the Leases.  On June 27, 2013, the Court
entered an order further extending the deadline for MWG to assume
or reject the Leases through Sept. 30, 2013.  On Oct. 1, 2013,
absent further action by the Debtors, the Leases will be deemed
rejected pursuant to the Original Extension Order.

According to papers filed with the Court, to avoid assumption or
rejection of the Leases pursuant to Section 365(a) of the
Bankruptcy Code at this time, which may impair stakeholder value,
and to enable the Debtors to continue the sale process for
substantially of the Debtors' assets, MWG and EME are prepared to
offer consideration to the Trustee, Certificateholders, and Owner
Lessors in return for an extension of the deadline to assume or
reject the Leases.  Specifically, MWG and EME are prepared to
agree to an extension of the deadline for MWG to assume or reject
the Leases through Dec. 31, 2013, on terms that are substantially
similar to those provided in the Original Extension Order.

A copy of the Motion is available at:

             http://bankrupt.com/misc/EME.doc1176.pdf

                        About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors other than Camino Energy Company are represented by:

          David R. Seligman, Esq.
          Sarah H. Seewer, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200

               - and -

          James H.M. Sprayragen, Esq.
          Joshua A. Sussberg, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900

Counsel to Debtor Camino Energy Company is:

          David A. Agay, Esq.
          Joshua Gadharf, Esq.
          MCDONALD HOPKINS LLC
          300 North LaSalle, Suite 2100
          Chicago, IL 60654
          Telephone: (312) 280-0111
          Facsimile: (312) 280-8232

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at PERKINS COIE LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until
December 2014 to receive benefits from a tax-sharing agreement
with parent Edison International Inc.


EDISON MISSION: Parent Fires Back in Probe
------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that Edison International is firing back in a battle with its
Edison Mission unit over an investigation into whether the power
company siphoned off value from the subsidiary ahead of its
bankruptcy filing.

According to the report, in papers filed Sept. 12 in U. S.
Bankruptcy Court in Chicago, Edison International said it has been
"exceedingly cooperative" with an investigation into its
relationship with Edison Mission, turning over tens of thousands
of documents so far.

The documents that it hasn't, and which Edison Mission and its
creditors want to force the parent to turn over, should be subject
to continuing negotiations, Edison International said, the report
related.

Edison Mission and its creditors recently complained to the
bankruptcy court that Edison International has "improperly refused
to produce thousands of documents... and has instructed its
employees not to answer certain questions in depositions related
to EME," the report further related.  They will ask the court at a
hearing to force Edison International to cooperate, but Edison
International says this request is unfair and premature.

                        About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors other than Camino Energy Company are represented by:

          David R. Seligman, P.C., Esq.
          James H.M. Sprayregen, P.C., Esq.
          Sarah Hiltz Seewer, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200

               - and -

          Joshua A. Sussberg, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900

Counsel to Debtor Camino Energy Company is:

          David A. Agay, Esq.
          Joshua Gadharf, Esq.
          MCDONALD HOPKINS LLC
          300 North LaSalle, Suite 2100
          Chicago, IL 60654
          Telephone: (312) 280-0111
          Facsimile: (312) 280-8232

Perella Weinberg Partners, LP is acting as the Debtors' financial
advisor and McKinsey Recovery & Transformation Services U.S., LLC
is acting as restructuring advisor.  GCG, Inc., is the claims and
notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at PERKINS COIE LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until December
2014 to receive benefits from a tax-sharing agreement with parent
Edison International Inc.


ELITE PHARMACEUTICALS: Issues 65.8MM Shares to Epic Investments
---------------------------------------------------------------
Epic Investments exercised the remaining Series E Convertible
Preferred Stock on Sept. 10, 2012.  Pursuant to the terms of the
Series E Convertible Preferred Stock, 65,843,621 shares of common
stock were issued to Epic Investments upon the conversion.

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.  The
Company's balance sheet at June 30, 2013, showed $10.39 million in
total assets, $16.79 million in total liabilities, and a
$6.40 million total stockholders' deficit.

Demetrius Berkower LLC, in Wayne, 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 has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


EVERGREEN OIL: Bought Out of Bankruptcy by Clean Harbors
--------------------------------------------------------
Clean Harbors, Inc. on Sept. 16 disclosed that it has acquired
Evergreen Oil, Inc. out of bankruptcy through the U.S. Bankruptcy
Court for the Central District of California.  Evergreen Oil is a
California-based environmental services company that is one of the
state's largest collectors of waste oil and runs the only re-
refinery in the state.  Clean Harbors is funding the $60 million
transaction through available cash on its balance sheet.

The acquisition of Evergreen Oil is beneficial to Clean Harbors on
a number of fronts:

-- expands Clean Harbors' geographic footprint in re-refining to
include coverage in the Western U.S. -- complementing its Indiana
facility in the Midwest and Breslau facility in Eastern Canada;

-- provides Clean Harbors with the second-largest collector of
waste oil in California; and

-- provides Clean Harbors with a number of valuable ancillary
waste assets, including a permitted Treatment, Storage and
Disposal Facility (TSDF).

"Our acquisition of Evergreen aligns well with our Safety-Kleen
re-refinery and environmental businesses, and creates multiple
opportunities for profitable growth," said Alan S. McKim, Chairman
and Chief Executive Officer.  "California is an attractive market
for us, and Evergreen has a strong presence in the state.  Given
the financial incentives available in California and that used oil
is designated as hazardous, the addition of Evergreen will
contribute to Safety-Kleen's ongoing initiative to lower its pay-
for-oil (PFO) costs."

"We believe that we are purchasing this asset at a favorable price
for our shareholders," Mr. McKim said.  "While we plan to invest
some capital into the re-refinery to enhance its layout and
productivity, the plant is relatively new, with major portions of
it having been rebuilt following a fire at the facility in 2011.
In addition to the re-refinery, the purchase includes rolling
stock and equipment, a diverse roster of West Coast customer
accounts, an ancillary hazardous waste business and a TSDF in
Carson, California -- a state where stringent permitting
requirements create barriers to entry."

"We are excited about the overall potential for the Evergreen
assets.  Given our acquisition expertise and track record, we are
confident that our integration teams can realize substantial
upside potential from our combined company.  We look forward to
welcoming Evergreen's employees into the Clean Harbors and Safety-
Kleen family," Mr. McKim concluded.

                       About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P.
as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as
special corporate counsel effective; and Cappello Capital Corp. as
exclusive investment banker.

The Debtors disclosed $83,739,748 in assets and $89,302,759 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Alan I. Nahmias, Esq., at Mirman, Bubman & Nahmias, LLP represents
the Committee.

Bank of the West is represented by William B. Freeman, Esq., at
Katten Muchin Rosenman LLP.


EXCEL MARITIME: Akin Gump & Jefferies Hirings Approved
------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Excel Maritime Carriers' official committee of unsecured
creditors' motions to retain:

   * Akin Gump Strauss Hauer & Feld as counsel at the following
     hourly rates: partner at $515 to $1,220, senior counsel and
     counsel at 455 to 880, associate at $365 to $700 and
     paraprofessional at $145 to $325; and

   * Jefferies as investment banker for a monthly fee of $125,000
     and a transaction fee of $1,250,000 under consummation of any
     transaction.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.


EXCEL MARITIME: Judge Sees Contested Plan Hearing; Urges Talks
--------------------------------------------------------------
Bankruptcy Judge Robert Drain issued a modified bench ruling dated
Sept. 13 explaining why he declined the invitation of the official
committee of unsecured creditors to terminate Excel Maritime
Carriers Ltd., et al.'s exclusive periods under Section 1121 of
the Bankruptcy Code to file and obtain confirmation of a Chapter
11 plan at this time.  The Committee's request is supported by the
trustee for the unsecured debt.

The case is still within the debtors' initial exclusive periods
under the Bankruptcy Code to file and solicit vote on a plan, and
the debtors have filed a Chapter 11 plan and disclosure statement
and have a hearing on the adequacy of the disclosure statement
scheduled at the end of September.

According to Judge Drain, Excel's case "is not a case where it
appears to me that the debtors' plan is a plan that's DOA or one
that is obviously not in good faith, which is another way of
saying it is not DOA. On the other hand, it is a plan that at
least is premised upon a transaction that involves insiders,
through the Ivory Shipping transaction, obtaining a significant
amount of equity in either the reorganized debtor under the plan
or as a consequence of the plan."

Judge Drain noted that from the few hearings that he's heard in
the case, some of which have been contested. "From the record of
those hearings, it appears to me that the debtors engaged in a
prolonged period of negotiations with their senior lender group
prepetition. It appears to me that those negotiations were
difficult. It appears to me that I cannot say today whether the
debtors because of the difficulty of those negotiations and their
own -- the exigencies of their own financial problems -- were
effectively precluded from negotiating with the remaining
unsecured creditors during the prepetition period."

"In any event, even if the debtors filed this case with the full
support of their senior lender group, it was clearly with a plan
that was not at all attractive on an objective basis to the
unsecured creditor group, unless the unsecured creditor group
accepted the valuation assumptions of the plan as well as the
structure of the plan.

"Therefore, it appears to me that while this case is on a fast
track and that track is generally something that courts and
Congress approve of, some facts argue for placing a limit on the
exclusive periods. Thus, there is some danger here that if I
denied the committee's motion, the debtors would simply continue
on their present track -- and this is an important fact -- get to
confirmation sometime in October or early November with a
contested confirmation hearing and at least the prospect of the
Court not approving confirmation, at which time the debtor would
have very little cash on hand, and someone would have to pay the
bill thereafter to get to a plan that would be confirmed.

"The testimony at the prior hearing that I mentioned on cash
collateral is that there would be roughly four or five million
dollars of cash left in the debtors at that time. So the committee
has argued and the indenture trustee has argued that really there
is a need at this point to open up the playing field because the
alternatives are so bleak that either they will lose a significant
amount of the value in the debtors by further delay of opening up
their ability to file a plan, or, alternatively, they will be
coerced into voting for a plan without any meaningful
negotiations. Those factors all argue strongly for terminating
exclusivity, notwithstanding the strong arguments that I began
with for keeping exclusivity in place.

"A couple of facts have come out and been confirmed on the record
that are in addition relevant to the resolution of the problem.
First, it is clear that the restructuring support agreement with
the senior lenders that underpins the debtors' plan, as well as
the cash collateral order that is in place, do not prohibit the
debtors or the senior lender group from negotiating a plan and
considering plan proposals, including proposals supported by
third-party investment or by the committee. The debtors have a
clear fiduciary "out," which has been reaffirmed by their counsel
today, and the lenders recognize that "out" and recognize that
there's no limitation on their talking and negotiating with third
parties regarding alternative plans to the plan on the table. If
that had not been the case, I believe the balance would have been
tipped to terminating exclusivity so those negotiations could take
place. But that's not required.

"On the other hand, it is clear that if exclusivity is terminated,
that fact in and of itself will not trigger a default under the
cash collateral order or the restructuring support agreement,
either.

"However, it does appear to me to be clear -- and this is based
upon my experience reviewing fee applications and both reviewing
pre-trial discovery, as well as contested plan confirmation
hearings, and, frankly, having done both of those things before I
went on the bench, that the cost, the added cost, to the estate of
terminating exclusivity and having a prompt filing of an
alternative Chapter 11 plan, which I have no doubt would happen
(the committee has been very upfront about that) would be large
here. As things stand, there will already be a significant cost to
litigating confirmation of the debtors' plan that's on file today.
However, I think that cost would increase dramatically if I
terminated exclusivity and the parties engaged, as I trust they
would, in the pursuit of not one, but two contested Chapter 11
plans."

Judge Drain said he's reviewed the committee's proposed backstop
agreement and the exhibits to it, including the plan summary, and
heard counsel for the senior lenders as well as counsel for the
debtors on it.  According to Judge Drain, "I have no doubt that
there are sufficient difficult issues pertaining to confirmation
of a plan that would be premised upon the structure in those
documents to warrant a significant confirmation fight on issues
that are not limited simply to legal determinations based on
agreed facts, but, instead, issues based upon feasibility and
projections pertaining to the reorganized debtors that would
emerge under the committee's plan, which, at this point, I have no
assurance would be the same type of reorganized debtors that would
emerge under the debtors' plan."

According to Judge Drain, "It seems to me that, and maybe this is
just like saying I like apple pie and milk, the parties' time is
better served without going down the path of two competing plans,
but, instead, in appreciating that there'll be no high fives at
the end of this process unless they negotiate and see if they can
reach an agreement that gets over the problems in the plan that
have been identified by the committee.

A copy of Judge Drain's ruling is available at http://is.gd/xWKV21
from Leagle.com.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.


FANNIE MAE: Appoints New Chief Operating Officer
------------------------------------------------
Fannie Mae, formally, the Federal National Mortgage Association,
appointed Terence W. Edwards, age 58, as executive vice president
and chief operating officer of the company, effective as of
Sept. 13, 2013.

Prior to becoming Fannie Mae's executive vice president and chief
operating officer, Mr. Edwards served as Fannie Mae's executive
vice president -- Credit Portfolio Management, a position he held
since September 2009, when he joined Fannie Mae.  As chief
operating officer, Mr. Edwards has responsibility for overseeing
the execution of Fannie Mae's key strategic initiatives and also
has retained responsibility for the credit portfolio management
organization.  Prior to joining Fannie Mae, Mr. Edwards served as
the president and chief executive officer of PHH Corporation, a
leading outsource provider of mortgage and fleet management
services, from January 2005 to June 2009.  Mr. Edwards was also a
member of the Board of Directors of PHH Corporation from January
2005 through June 2009.

PHH Corporation is a Fannie Mae counterparty, and Mr. Edwards
continued to receive compensation from PHH Corporation following
his separation from the company until March 2012.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

As of June 30, 2013, Fannie Mae had $3.28 trillion in total
assets, $3.26 trillion in total liabilities and $13.24 billion in
total equity.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  Fannie Mae has not
received funds from Treasury since the first quarter of 2012.  The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008.  For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion.  Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws.  Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.

In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount.  The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.

The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.


FIELD FAMILY: Plan Filing Period Extended Until Dec. 8
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
extended Field Family associates, LLC's exclusive periods to file
and obtain acceptances of a Plan until Dec. 8, 2013, and Feb. 6,
2014, respectively.

The Debtor's First Amended Plan dated Aug. 20, 2013, contemplates
the reorganization of the Debtor and the satisfaction of all
outstanding Claims against the Debtor over time.  The Plan will be
funded from cash on hand, cash from future operations, and a loan
in the approximate amount of $2 million from The Field Family
Trust, an affiliate of the Debtor.  All Claims will be satisfied
by cash payments or the issuance of cash flow notes to be issued
by the Debtor.  Existing LLC interests in the Debtor will be
preserved in the Reorganized Debtor.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/FIELD_FAMILY_1ds.pdf

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FIRST NATIONAL: Annual Meeting of Stockholders Set on Dec. 23
-------------------------------------------------------------
The Board of First National Community Bancorp, Inc., approved
Dec. 23, 2013, as the date for an Annual Meeting of Shareholders
of the Company for 2013 to be held at the First National Community
Bank Exeter Branch located at 1625 Wyoming Avenue, Exeter,
Pennsylvania 18643.  The Board also approved Nov. 12, 2013, as the
record date for the Annual Meeting.  Only shareholders of record
at the close of business on that date may attend and vote at the
meeting or any adjournment thereof.

Because the Company did not hold an Annual Meeting of Shareholders
in 2011 or 2012, the Company has set a new deadline for the
receipt of any shareholder proposals submitted pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended, for
inclusion in the Company's proxy materials for the Annual Meeting.
Those proposals must be delivered to the Corporate Secretary at
102 E. Drinker Street, Dunmore, PA 18512 no later than the close
of business on Sept. 23, 2013, to be considered timely, which the
Company has determined to be a reasonable time before the Company
begins to print and send proxy materials.  The Company recommends
that those proposals be sent by certified mail, return receipt
requested.  Those proposals must also comply with the rules of the
Securities and Exchange Commission regarding the inclusion of
shareholder proposals in proxy materials and may be omitted if not
in compliance with applicable requirements.

In accordance with the Company's Amended and Restated Bylaws,
proposals of shareholders made outside of Rule 14a-8 under the
Exchange Act must be received not earlier than the close of
business on Sept. 13, 2013, and not later than the close of
business on Sept. 23, 2013, in order to be considered at the
Annual Meeting.  Those proposals must be delivered to the
Corporate Secretary at 102 E. Drinker Street, Dunmore, PA 18512
and must also comply with all other requirements set forth in the
Company's Amended and Restated Bylaws and other applicable laws.

                       About First National

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.

First National disclosed a net loss of $13.71 million on $37.02
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $335,000 on $42.93 million of total
interest income in 2011.  The Company's balance sheet at June 30,
2013, showed $938.25 million in total assets, $906.71 million in
total liabilities and $31.53 million in total shareholders'
equity.

                        Regulatory Matters

The Bank is under a Consent Order from the Office of the
Comptroller of the Currency dated Sept. 1, 2010.  The Company is
also subject to a Written Agreement with the Federal Reserve Bank
of Philadelphia dated Nov. 24, 2010.

The Bank, pursuant to a Stipulation and Consent to the Issuance of
a Consent Order dated Sept. 1, 2010, without admitting or denying
any wrongdoing, consented and agreed to the issuance of the Order
by the OCC, the Bank's primary regulator.  The Order requires the
Bank to undertake certain actions within designated timeframes,
and to operate in compliance with the provisions thereof during
its term.  The Order is based on the results of an examination of
the Bank as of March 31, 2009.  Since the examination, management
has engaged in discussions with the OCC and has taken steps to
improve the condition, policies and procedures of the Bank.
Compliance with the Order is monitored by a committee of at least
three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of
any such person.  The Committee is required to submit written
progress reports on a monthly basis to the OCC and the Agreement
requires the Bank to make periodic reports and filings with the
Federal Reserve Bank.  The members of the Committee are John P.
Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone.

Banking regulations also limit the amount of dividends that may be
paid without prior approval of the Bank's regulatory agency.  At
Dec. 31, 2012, the Company and the Bank are restricted from paying
any dividends, without regulatory approval.


FIRSTPLUS FINANCIAL: Ailing Man Asks To Be Dropped From Mafia Suit
------------------------------------------------------------------
Law360 reported that a Florida man asked a New Jersey federal
judge to sever him from a racketeering and securities fraud
prosecution due to poor health and because he has no Mafia ties,
unlike his fellow defendants accused in a scheme to plunder $12
million from a bankrupt Texas mortgage company.

According to the report, an attorney for William L. Handley filed
a notice with U.S. District Court Judge Robert B. Kugler saying
he'll soon motion for Handley's severance from the ongoing
prosecution of defendants connected with FirstPlus Financial
Group.

The case is USA v. SCARFO et al., Case No. 1:11-cr-00740 (D.N.J.).

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FUNDAMENTAL PROVISIONS: Dist. Ct. Dismisses J. Scott's Action
-------------------------------------------------------------
District Judge Kristi K. Dubose lifted the stay on the action
JACQUELINE SCOTT, Plaintiff v. FUNDAMENTAL PROVISIONS LLC, dba
Popeye's Chicken, Defendant, Civil Action No. 10-0019-KD-N (S.D.
Ala.), and dismissed the action without prejudice.

The action was stayed on notice of the Defendant's involuntary
Chapter 11 bankruptcy petition.  However, on the Court's directive
for a response, the Plaintiff stated she cannot provide any
grounds to oppose dismissal of the action.

The Court says it finds no reason why a sua sponte dismissal
without prejudice should not be allowed as well.  "Because
dismissal of this action would relieve Defendant from the expense
of litigation and preserve to all creditors any assets that would
be subject to a potential recovery in this action, lifting the
stay to allow for dismissal of this action without prejudice is
not inconsistent with the purposes of the automatic stay," the
judge said.

Plaintiff Jacqueline Scott is represented by Henry Brewster, Esq.
of Henry Brewster, LLC & Temple DeAnna Trueblood, Esq. --
ttrueblood@wcqp.com -- of Wiggins, Childs, Quinn, and Pantazis,
LLC.  Mr. Brewster's business address is 205 N Conception St.,
Mobile, AL 36603, with contact number  (+1)251-338-0630.

Defendant Fundamental Provisions is represented by Thomas P.
Ollinger, Jr.

A copy of the District Court's Aug. 12, 2013 Order is available at
http://is.gd/N52beRfrom Leagle.com.


FURNITURE BRANDS: Offers $5.6 Million in Executive Bonuses
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Furniture Brands International Inc. submitted papers
two days after its Chapter 11 petition seeking permission to
institute incentive- and retention-bonus programs for 55
executives.  If both programs are approved, the total cost could
be about $5.6 million.

According to the report, for the top seven executives of the St.
Louis-based furniture maker, there would be an award of
$1.7 million for exceeding cash-flow targets in the $140 million
loan package financing the reorganization begun Sept. 9.  The same
seven executives would qualify for an additional $1.7 million on a
sliding scale if the company is sold for more than the $166
million contract already signed by Oaktree Capital Management LP.

The report notes that it's not possible to judge how successful
the eventual sale must be before bonuses are awarded because the
threshold sales prices are deleted from the publicly filed version
of the papers.  Similarly, the cash-flow targets are redacted.

The report relates that another 48 executives and managers would
get bonuses averaging $40,600 each by staying on the job
throughout the sale process.  The total cost would be about $2.2
million.  Individual bonuses would range from 15 percent to 30
percent of a year's base salary.  There will be an Oct. 2 hearing
for approval of the bonus programs.  The bankruptcy court last
week gave interim approval for $115 million from a $140 million
loan provided by Oaktree.  At the financing hearing, KPS Capital
Partners LP appeared and offered to finance the bankruptcy and buy
the business on better terms than Oaktree's.  An increase in the
sale price wouldn't be a surprise, given a Sept. 9 report from
KeyBanc Capital Markets Inc. saying the furniture industry is
"benefiting from pent-up demand."  On the other hand, KeyBanc's
Bradley Thomas said in the report that competitors might gain
market share from Furniture Brands' bankruptcy.

According to BankruptcyData, the motion explains, "The KEIP
provides incentive payments to seven senior management employees,
including insiders (the 'KEIP participants'), based on two
performance metrics: (a) a successful sale or sales of the
Debtors' lines of business at a range of price levels, and (b)
preservation and enhancement of the Debtors' financial condition
measured by meeting liquidity targets. The KEIP participants have
control and oversight of the Sale Process. Incentivizing their
performance will ensure that the Sale Process take place
efficiently and quickly. The participants are not guaranteed any
payments and must meet specific targets."

The motion goes on to explain, "The KERP provided retention
payments to 48 non-insider employees (the KERP Participants)
constituting 15, 25 or 30% of annual base salary of each
Participant. An additional $225,000 is allocated to a
discretionary pool for employees who may be added to participate
in the pool. It is essential to the Debtors that the KERP
Participants remain employed until the Sale Date. The KERP
Participants include employees from various functions, including,
but not limited to business development, sale/marketing, finance,
human resources, legal, IT, supply chain, and operations. Without
payments under the proposed KERP, the KERP participants are likely
to seek alternative employment, harming the value of the estates
and affecting the efficiency of the Sale Processes."

The Bloomberg report states that there will be an Oct. 2 for
approval of auction and sale procedures testing whether Oaktree's
is the best offer.

                       About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the 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.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.


GCI INC: Moody's Lowers Corp. Family Rating to B2; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of GCI, Inc.,
including the company's corporate family rating to B2 from B1, the
company's probability of default rating to B2-PD from B1-PD, and
GCI's senior unsecured notes ratings to B3 from B2 based on
Moody's belief that the company will remain highly leveraged
primarily because of the increase of debt associated with the
formation of the Alaska Wireless Network, a joint venture with
Alaska Communications Systems Holdings. Moody's expects the
company will utilize most of its future modest levels of free cash
flow for share repurchases rather than debt reduction. Moody's
affirmed the company's speculative grade liquidity rating of SGL-
2, indicating a good liquidity position. The outlook is stable.

GCI drew an additional $100 million on its term loan (unrated) to
acquire select wireless assets from ACSH concurrent with the
formation of AWN, 66.7% owned by GCI with ACSH owning the
remaining 33.3%. ACSH is entitled to receive up to $190 million of
preferred distributions , paid out monthly, from AWN over the
first four years of AWN's operations, $50 million annually the
first two years and $45 million annually the remaining two years.
Moody's treats AWN's preferred distributions to ACSH as debt-like
on GCI's balance sheet, and when factoring in the $100 million
drawn on GCI's term loan to acquire ACSH's select wireless assets,
increases debt by $290 million. As ACSH receives its preferred
distributions from AWN, leverage will decrease over time. Up to
about $22 million of the total distributions are subject to be
lowered if ACSH does not maintain certain wireless connection
counts that were agreed upon by GCI and ACSH. After the first four
years of AWN's operations, GCI will receive distributions from AWN
proportionate to its two-third share thereafter.

Verizon Wireless recently entered the Alaska market, turning on
its 4G LTE network in May, and is likely to be a significant
future threat to all Alaskan wireless operators. Although Moody's
recognizes the strategic rationale and potential synergies from
the formation of AWN (including creating an operator with a robust
spectrum portfolio and greater scale), the threat to market share,
revenues and earnings from Verizon's market entry remains
substantial, even if the joint venture executes crisply and does
not encounter any strategic conflicts, which remains to be seen.

Moody's has taken the following rating actions:

Issuer: GCI, Inc.

Downgrades:

Corporate Family Rating, Downgraded to B2 from B1

Probability of Default Rating, Downgraded to B2-PD from B1-PD

Senior Unsecured Regular Bond/Debenture, Downgraded to B3(LGD4,
61%) from B2(LGD4, 61%)

Outlook Actions:

Outlook, Changed To Stable From Rating Under Review

Affirmations:

Speculative Grade Liquidity Rating, Affirmed SGL-2

Rating Rationale:

GCI's B2 CFR reflects the company's high leverage, small scale and
the highly competitive environment in which it operates as well as
the capital intensity of the business. The rating also recognizes
the company's shareholder friendly financial policy and its
reliance upon universal service subsidies for a little over 5% of
its revenues. GCI's rating is supported by its base of recurring
revenues from its position as a leading communications provide in
the Alaskan market with significant market shares in each of its
"quad-play" bundled product offerings and its majority ownership
of Alaska's largest wireless network. The rating reflects Moody's
expectation that large prior investment, including the most
extensive wireless network in the state, coupled with solid
execution will lead to a steady increase in revenues and earnings
over the next couple of years. Moody's expects GCI to generate
modest free cash flow, but however it expects the bulk of excess
cash to be directed to share repurchases rather than debt
reduction. As a result, GCI's absolute debt level is likely to
remain largely unchanged.

The stable outlook reflects Moody's expectation that over the
rating horizon, the majority of free cash flow will be directed to
shareholders and that GCI's Debt/EBITDA (all ratios are Moody's
adjusted) will remain above 4.25x and FCF/TD below 5%.

Upward ratings pressure may develop if Debt/EBITDA leverage drops
below 4.0 times and FCF/TD improves to 5%. Maintenance of a strong
liquidity position would also be a prerequisite.

The ratings may face downward pressure if GCI were to turn FCF
negative or if the company is involved in further material debt-
financed acquisition activity or in the event of adverse liquidity
developments. Specifically, if Debt/EBITDA moves above 5.0x (which
would likely result from a deterioration in performance of GCI's
wireline operations and/or AWN wireless market share declines from
heightened competition) a ratings downgrade would be likely.

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


GELTECH SOLUTIONS: Peter Cordani Named President
------------------------------------------------
GelTech Solutions, Inc., appointed Mr. Peter Cordani as its
president.  Mr. Cordani has been GelTech's chief technology
officer since inception and a director since July 3, 2007.
Additionally, Mr. Cordani is the inventor of all of GelTech's
products.  As previously reported, in February 2013, Mr. Cordani
purchased 246,379 shares of common stock from GelTech for
$143,050.  Mr. Cordani is the brother of Mr. Michael Cordani,
GelTech's chief executive officer and chairman of the Board.  Mr.
Cordani is 52 years old.

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.06 million on $206,880 of sales, as compared with a
net loss of $4.04 million on $304,361 of sales for the same period
a year ago.  The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $3.31 million in total liabilities
and a $1.83 million total stockholders' deficit.


GLOBAL AXCESS: Taps BA Securities as Investment Bankers
-------------------------------------------------------
Global Axcess Corp., et al., ask the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Golding & Company
Inc., and BA Securities, LLC, as successor to the original
engagement letter of Golding as investment bankers nunc pro tunc
to the Petition Date.

BA Securities will provide investment banking services, including
marketing the Debtors' assets and consummating the sale or sales
of the Debtors' assets.

The Debtors anticipate that the investment bankers will continue
to provide investment banking services in the Chapter 11 cases,
which may include, but are not limited to:

   a) conduct investigation and analysis of operations of
      the Debtors and of the industry and markets which
      they serve;

   b) make contacts with potential purchasers approved by
      the Debtors and perform services to develop potential
      purchasers' interest in the Debtors;

   c) assist in maintaining an online due diligence data room
      with information on the Debtors' business; and

   d) arrange and participate in visits to the facilities by
      potential purchasers and otherwise make introductions
      and perform services as recommended to develop potential
      purchasers' interest in the Debtors.

The Debtors seek to continue paying the investment bankers
pursuant to the retention agreements, among other things:

   -- a non-refundable monthly work fee of $7,500; and

   -- a transaction fee at closing equal to 3.0% of the aggregate
      transaction value, subject to a minimum transaction fee of
      $300,000, fees already paid in excess of $45,000 will be
      creditable against the transaction fee.

The Debtors will make the payment to BA Securities.

To the best of their knowledge, the investment bankers do
not (a) have any present connection with the Debtors, the Debtors'
creditors, or other parties-in-interest or (b) hold or represent
any interest adverse to the estate.

                        About Global Axcess

Jacksonville, Fla.-based Global Axcess Corp., through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.
Affiliate Nationwide Ntertainment Services Inc. has 323 DVD
rental kiosks, mostly on military bases.

Global Axcess along with affiliates sought Chapter 11 protection
(Bankr. D. Nev. Case No. 13-51562) in Reno, Nevada on Aug. 5.

Gabrielle A. Hamm, Esq., at Gordon Silver, serve as counsel.
Brian P. Hall, Esq., at Smith, Gambrell & Russell, LLP is the
co-counsel.  Morris Anderson is the financial advisor, and Mayer
Hoffman McCann, P.C., is the tax consultant.  Kurtzman Carson
Consultants LLC serves as the official claims and noticing agent.

Global Axcess disclosed assets of $9.2 million and debt totaling
$19.3 million.

The U.S. Trustee appointed four creditors to serve in the Official
Committee of Unsecured Creditors.  Samuel A. Schwartz, Esq., at
The Schwartz Law Firm, Inc., represents the Committee.


GLOBAL AXCESS: Wants to Hire Gordon Silver as Counsel
-----------------------------------------------------
Global Axcess Corp., et al., ask the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Gordon Silver as
attorneys to perform the legal services that will be necessary
during their Chapter 11 cases.

Prior to the Petition Date, Debtors paid GS a retainer of $50,000
for legal services rendered in connection with its restructuring.
The Debtors also paid an additional sum of $10,000 to be utilized
for the up-front costs of the filing of the petitions and pro hac
vice applications filed by out-of-state co-counsel.

The compensation of GS's attorneys and paraprofessionals are
proposed at varying rates ranging from $135 per hour to $190 per
hour for paraprofessionals, ranging from $200 per hour to $360 per
hour for associates, and from $360 per hour to $740 per hour for
shareholders of GS.

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

                        About Global Axcess

Jacksonville, Fla.-based Global Axcess Corp., through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.
Affiliate Nationwide Ntertainment Services Inc. has 323 DVD
rental kiosks, mostly on military bases.

Global Axcess along with affiliates sought Chapter 11 protection
(Bankr. D. Nev. Case No. 13-51562) in Reno, Nevada on Aug. 5.

Gabrielle A. Hamm, Esq., at Gordon Silver, serve as counsel.
Brian P. Hall, Esq., at Smith, Gambrell & Russell, LLP is the
co-counsel.  Morris Anderson is the financial advisor, and Mayer
Hoffman McCann, P.C., is the tax consultant.  Kurtzman Carson
Consultants LLC serves as the official claims and noticing agent.

Global Axcess disclosed assets of $9.2 million and debt totaling
$19.3 million.

The U.S. Trustee appointed four creditors to serve in the Official
Committee of Unsecured Creditors.  Samuel A. Schwartz, Esq., at
The Schwartz Law Firm, Inc., represents the Committee.


GLOBAL AXCESS: Kurtzman Carson Tapped as Claims and Noticing Agent
------------------------------------------------------------------
Global Axcess Corp., et al., ask the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Kurtzman Carson
Consultants LLC as the official claims and noticing agent.

The Debtors require a well-qualified and experienced noticing and
claims agent because they have approximately 6,000 creditors and
parties-in-interest and are seeking a number of expedited
timelines.

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

                        About Global Axcess

Jacksonville, Fla.-based Global Axcess Corp., through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.
Affiliate Nationwide Ntertainment Services Inc. has 323 DVD
rental kiosks, mostly on military bases.

Global Axcess along with affiliates sought Chapter 11 protection
(Bankr. D. Nev. Case No. 13-51562) in Reno, Nevada on Aug. 5.

Gabrielle A. Hamm, Esq., at Gordon Silver, serve as counsel.
Brian P. Hall, Esq., at Smith, Gambrell & Russell, LLP is the
co-counsel.  Morris Anderson is the financial advisor, and Mayer
Hoffman McCann, P.C., is the tax consultant.  Kurtzman Carson
Consultants LLC serves as the official claims and noticing agent.

Global Axcess disclosed assets of $9.2 million and debt totaling
$19.3 million.

The U.S. Trustee appointed four creditors to serve in the Official
Committee of Unsecured Creditors.  Samuel A. Schwartz, Esq., at
The Schwartz Law Firm, Inc., represents the Committee.


GLOBAL AXCESS: Hires MorrisAnderson as Restructuring Advisor
------------------------------------------------------------
Global Axcess Corp., et al., ask the U.S. Bankruptcy Court for the
District of Nevada for permission to employ MorrisAnderson &
Associates, Ltd., to provide advisory restructuring and management
services and of David M. Bagley as chief operating officer.

The firm will, among other things:

   a) assist the Debtors and counsel in preparing a sale or all
      or substantially of the Debtors' assets;

   b) assist the Debtors and counsel in preparing a plan
      of reorganization or liquidation;

   c) prepare financial schedules and analyses in support of
      the plan of reorganization; and

   d) develop supporting schedules for various court filings.

The hourly rates of the firm's personnel are:

         Mr. Bagley               $395, capped at $16,000 per week
         Consultants and Managers $250 - $250
         Managing Directors       $350 - $400
         Principals               $425 - $525
         Administrative            $75 - $100

MorrisAnderson provided services and incurred expenses in
connection with the preparation of the Debtors' Chapter 11 cases
totaling $200,779.  Thus, prior to the Petition Date,
MorrisAnderson received payments in the total sum of $$200,779
from the Debtors for services rendered and expenses incurred.

To the best of their knowledge, MorrisAnderson nor Mr. Bagley are
"disinterested person[s]" as that term is defined in section
101(14) of the Bankruptcy Code.

                        About Global Axcess

Jacksonville, Fla.-based Global Axcess Corp., through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.
Affiliate Nationwide Ntertainment Services Inc. has 323 DVD
rental kiosks, mostly on military bases.

Global Axcess along with affiliates sought Chapter 11 protection
(Bankr. D. Nev. Case No. 13-51562) in Reno, Nevada on Aug. 5.

Gabrielle A. Hamm, Esq., at Gordon Silver, serve as counsel.
Brian P. Hall, Esq., at Smith, Gambrell & Russell, LLP is the
co-counsel.  Morris Anderson is the financial advisor, and Mayer
Hoffman McCann, P.C., is the tax consultant.  Kurtzman Carson
Consultants LLC serves as the official claims and noticing agent.

Global Axcess disclosed assets of $9.2 million and debt totaling
$19.3 million.

The U.S. Trustee appointed four creditors to serve in the Official
Committee of Unsecured Creditors.  Samuel A. Schwartz, Esq., at
The Schwartz Law Firm, Inc., represents the Committee.


GREAT LAKES: S&P Lowers Corp. Credit Rating to B-; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Great Lakes Dredge & Dock Corp. to 'B-'
from 'B'.  The outlook is stable.  At the same time, S&P lowered
the issue-level ratings on Great Lakes' unsecured notes to 'B-'
from 'B'.  The recovery rating remains '4', which indicates S&P's
expectation for average (30%-50%) recovery of principal in the
event of a default.

"The downgrade reflects S&P's view that Great Lakes' credit
measures and free cash flow are weaker than its assumptions for
the 'B' rating due to weaker-than-expected operating performance,"
said Standard & Poor's credit analyst Robyn Shapiro.  "The firm's
EBITDA and EBITDA margins have declined as a result of cost
overruns in its demolition business and due to lower fleet
capacity utilization in its dredging business."  Furthermore, S&P
now views Great Lakes' liquidity as "less than adequate," since
the company potentially faces another financial covenant
violation.  The headroom under the company's maximum leverage
covenant has declined significantly, increasing the potential for
a financial covenant violation in 2013.

The rating on Great Lakes reflects S&P's assessment of the
company's "highly leveraged" financial risk profile and "weak"
business risk profile, characterized by some cyclicality and high
customer concentration within the U.S. federal government,
particularly the U.S. Army Corps of Engineers.  S&P's forecast
assumes that operating performance will improve somewhat in the
second half of 2013 as the company executes on its growing backlog
of projects in its dredging business and increases fleet
utilization.

The outlook is stable.  "We expect Great Lakes' operating
performance to improve somewhat during the second half of 2013 as
the company executes on its growing backlog of projects in its
dredging business and increases fleet utilization," said Ms.
Shapiro.

S&P could lower the rating further if the company's liquidity
continues to deteriorate.  S&P estimates this could occur if, for
example, the company were to violate a financial covenant under
its revolving credit facility again--though S&P expects ongoing
covenant tightness--or if the revolver availability declines
meaningfully as the company continues to incur costs on projects
and invest working capital in projects while payments related to
these projects are delayed.

S&P could raise the rating if domestic dredging demand remains
healthy even as the economic recovery remains gradual and if the
company's credit measures, cash flow, and liquidity improve.  This
would likely mean that total debt to EBITDA would decline and
remain at about 5x and FFO to total debt would be about 15% on
average.  However, over the next year, an upgrade is unlikely,
given the issues the company is facing in its demolition segment.


GREYSTONE LOGISTICS: Posts $2.8 Million Net Income in Fiscal 2013
-----------------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $2.79 million on $24.08 million of sales for the year
ended May 31, 2013, as compared with net income of $2.49 million
on $24.15 million of sales during the prior fiscal year.

As of May 31, 2013, the Company had $12.04 million in total
assets, $16.08 million in total liabilities and a $4.03 million
total deficit.

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

                       http://is.gd/XeHcMF

                     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.


GRUPO ACP: Comments Consent Solicitation From 9.00% Note Holders
----------------------------------------------------------------
Grupo ACP Inversiones y Desarrollo on Sept. 13 disclosed that it
has commenced a solicitation of consents from holders of record as
of September 12, 2013 of its outstanding $85.0 million aggregate
principal amount of 9.00% Notes due 2021 (ISIN XS0611909291,
Common Code: 061190929) for the purposes of obtaining waivers, for
certain defaults under the Indenture, dated as of March 30, 2011,
as amended by the first supplemental indenture, dated as of
March 21, 2013, by and among Grupo ACP, as issuer, Citibank, N.A.,
London Branch, as trustee, registrar and paying agent, and Dexia
Banque Internationale a Luxembourg, societe anonyme, as Luxembourg
transfer agent and paying agent, governing the Notes.

The purpose of the Consent Solicitation is to obtain consents to
the Proposed Waivers in order to waive: (i) the default in the
Maximum Debt Ratio, for the 12-month period from June 30, 2013
until June 30, 2014 (for the avoidance of doubt, compliance will
be required to be measured based on the financial statements as of
June 30, 2014); and (ii) the anticipated default in the Dividend
to Financial Expense Ratio as of December 31, 2013 (for the
avoidance of doubt, annual compliance will be required to be
measured based on the financial statements as of and for the 12
months ended December 31, 2014).  The Company believes that the
default in the Maximum Debt Ratio and the Dividend to Financial
Expense Ratio will be cured after giving effect to a primary and
secondary equity offering of Grupo ACP Corp. that is currently in
process.

The Proposed Waivers require the consent of Holders as of the
Record Date of a majority in aggregate principal amount of the
Notes outstanding.  Grupo ACP will pay a consent fee of US$2.50 in
cash for each US$1,000 principal amount of Notes for which
consents are properly delivered and not revoked on or prior to
5:00 p.m., Central Europe time, on September 26, 2013, unless it
is extended by Grupo ACP, in its sole discretion.

The Consent Solicitation is conditioned upon receipt of consents
from holders of at least a majority in aggregate principal amount
of the outstanding Notes.  The Proposed Waivers will become
effective and binding on all Holders of Notes as of the
Record Date on the date of receipt of the Requisite Consents
pursuant to the Consent Solicitation by the information and
tabulation agent.

The terms and conditions of the Consent Solicitation are described
in a consent solicitation statement dated September 13, 2013,
which is being sent to all Holders of record as of 5:00 p.m.
Central Europe time, on September 12, 2013.  Any questions
regarding the Consent Solicitation or requests for assistance in
delivering Consents or requests for additional copies of the
Consent Solicitation Statement or other related documents should
be directed to Bondholder Communications Group, LLC., the
information and tabulation agent, at: +44 (0) 20 7382-4580
(London) or +1 (212) 809-2663 (New York); or to Citigroup Global
Markets Inc., the Solicitation Agent at (800) 558-3745 (U.S. toll
free) or (212) 723-6108 (collect), Attn: Liability Management
Group.

                          About Grupo ACP

Grupo ACP is a financial services holding company focused on micro
businesses in Peru, Mexico, Brazil and other Latin American
countries.  It is organized as an asociacion civil sin fines de
lucro (not-for-profit association) headquartered in Lima, Peru.


GUIDED THERAPEUTICS: Gets Add'l Questions from FDA for LuViva
-------------------------------------------------------------
Guided Therapeutics, Inc., received additional questions from the
U.S. Food and Drug Administration regarding the pre-market
approval application for the LuViva(R) Advanced Cervical Scan.
FDA advised the company the PMA was not yet approvable in its
current form and that the company needed to address these
questions in order to place the PMA in approvable form.

The new questions, received in a letter dated Sept. 6, 2013,
pertain to the cleaning and disinfection of the LuViva device, the
optics of the system and a new analysis on specific subsets of the
patient population.  The Company believes it has on hand
information to successfully answer the cleaning and optical
questions and plans to work with FDA to resolve any remaining
questions pertaining to the analysis of the clinical data.

While the company plans to work with FDA to address the
outstanding issues, it is also focused on its international launch
of LuViva, with a meeting later this week with the Ministry of
Health in Mexico in conjunction with our current distribution
partner, the placement of devices with the Ministry of Health in
Turkey and in servicing of devices in Canada, Africa and Europe.

"While we are disappointed with the FDA's latest response, we feel
we have made progress by responding to more than 100 questions
during the review process," said Mark L. Faupel, president and CEO
of Guided Therapeutics.  "We continue to believe that the U.S.
will be a viable market for the product and that we will
ultimately receive home country approval.  At the same time, we
also believe that the international market provides tremendous
opportunity for growth."

"We have received regulatory approval to sell LuViva in Europe
with the Edition 3 CE mark, and marketing approvals from Health
Canada and Singapore Health Sciences Authority and are in the
process of filing for approval in Mexico," said Dr. Faupel.
"Additionally, we continue to aggressively expand our markets in
the Middle East, Asia, Africa and Latin America."

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.  The Company's
selected balance sheet data at June 30, 2013, showed $4.39 million
in total assets and $1.74 million in stockholders' equity.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the second quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta license agreement and additional
NCI, NHI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company said in its
annual report for the year ended Dec. 31, 2012.


HAMPTON ROADS: Chief Accounting Officer Quits
---------------------------------------------
Lorelle L. Fritsch notified Hampton Roads Bankshares, Inc., of her
resignation as senior vice president, controller and chief
accounting officer of the Company effective Sept. 10, 2013.  The
Company expects that Ms. Fritsch will remain employed by the
Company through November 2013 to assist with the transition.

Also on Sept. 10, 2013, the Company appointed Myra Langston as
senior vice president, controller and chief accounting officer of
the Company, effective immediately.  Ms. Langston, age 37, has
served as senior vice president and director of Internal Audit of
the Company since December 22, 2009.  Previously, she served as
vice president and Internal Audit Manager of the Company beginning
in September, 2002.  In connection with her appointment, Ms.
Langston received a $23,000 increase in her annual base salary to
$145,000.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.  The Company's balance
sheet at June 30, 2013, showed $2 billion in total assets, $1.82
billion in total liabilities and $179.23 million in total
shareholders' equity.


HELIOS US: Files For Receivership, Suspends Operations
------------------------------------------------------
Thomas Content at JSOnline reports that Milwaukee solar panel
manufacturer Helios USA has suspended operations and filed for
receivership, a state court proceeding similar to bankruptcy.

The manufacturer of solar panels opened in the Milwaukee's
Menomonee River Valley July 2010 and had 36 full-time employees
earlier this year.

Milwaukee County Court Judge Paul Van Grunsven approved an order
appointing Michael Polsky as the receiver to oversee the
receivership process, according to JSOnline.  "At the present
time, Helios USA, LLC has temporarily suspended operations,"
Polsky's office said in a statement Sept. 12, the report notes.

"The receiver is in the process of attempting to borrow the funds
necessary to continue operations and is in the process of
marketing the assets of the business to going concern buyers," the
statement added.

The report relates that Helios and other domestic solar companies
have been battling to be competitive in the face of declining
prices of solar panels that have come into the U.S. market from
offshore suppliers.

The report says that Helios has been part of a coalition of
domestic solar manufacturers that challenged Chinese imports in
trade disputes.  The U.S. manufacturers sought the tariffs
alleging that the Chinese manufacturers were flooding the U.S.
market with panels that were being sold at less than they cost to
produce - a violation of fair-trade laws, the report relates.

The report notes that the Commerce Department had imposed tariffs
on panels imported from China, but SolarWorld USA and Helios were
disappointed in the ruling because it left open loopholes that
allowed them to skirt the duties.

The report discloses that in an appeal filed with the U.S. Court
of International Trade in New York, SolarWorld claimed that dozens
dozens of Chinese solar manufacturers failed to show they were
free of Chinese government ownership and control.  As a result
they should have been subject to the most stringent duties imposed
by the United States ? 250%, the report says.

The report notes that SolarWorld has also cut jobs in Oregon, and
its Germany-based parent company recently completed a financial
restructuring.

The report relays that in Milwaukee, venture capital raised by
Successful Entrepreneur Investors, Silicon Pastures and others
provide US$1.3 million to support Helios' initial startup.

The report relates that taxpayer support also assisted Helios when
it opened its highly automated solar panel factory, in a nearly
40,000-square-foot factory, including robotics at 1207 W. Canal
St.

According to the report, Helios received a US$500,000 loan from
the Milwaukee Economic Development Corp. and a $1 million state
loan through a program funded by the federal American Recovery and
Reinvestment Act.

The report notes that in addition, Helios last year received
another loan, of US$652,079, from the Northwest Side Community
Development Corp., to support the purchase of equipment that aimed
to enable it to add a third shift at the factory.

The report relates that Milwaukee area solar industry consultant
Carl Siegrist said he was disappointed to learn of Helios' filing,
given the jobs Helios has created in Milwaukee to produce solar
panels made in Wisconsin.

The report discloses that the suspension of operations comes as
the solar market continues to grow ? but Wisconsin is lagging
states that are leading in solar development.  Solar installations
nationally expanded 15% in the second quarter, compared with the
first quarter, and the price of installed systems has dropped
about 11% in the past year, the report notes.


HIGH MAINTENANCE: Employs Clarion to Provide Financial Services
---------------------------------------------------------------
High Maintenance Broadcasting, LLC asks the U.S. Bankruptcy Court
for permission to employ Reagan Stewart of Clarion Financial
Services LLC to provide financial services.

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

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

   a. prepare budgets, financial statements and other reports as
      requested by the Debtors, such that the Debtor may comply
      with all financial reporting obligations, including the
      preparation of monthly operating reports and financial
      reports to the Debtors' lenders.

   b. assist the Debtors in providing reports and information to
      creditors or other parties in interest; and

   c. investigate pre-bankruptcy transactions.

Mr. Stewart's rate is $275 per hour.

                       About High Maintenance

On June 17, 2013, an involuntary petition for relief (Bankr.
S.D. Tex. Case No. 13-20270) was filed against High Maintenance
Broadcasting, LLC by Robert Behar, Estrella Behar, Leibowitz
Family, Pedro Dupouy, Latin Capital, Pan Atlantic Bank & Trust,
Ltd., Sumit Enterprises, LLC, Jose Rodriguez, Leon Perez, Jays
Four, LLC, Benjamin J. Jesselson, Jesselson Grandchildren, Joseph
Kavana, Sawicki Family, Shpilberg Mgmt, Saby Behar Rev, Morris
Bailey pursuant to section 303 of the Bankruptcy Code.

Proposed attorneys for the Debtors can be reached at:

         Patrick J. Neligan Jr., Esq.
         John D. Gaither, Esq.
         NELIGAN FOLEY LLP
         325 N St. Paul, Suite 3600
         Dallas, TX 75201
         Tel: (214) 840-5300
         Fax: (214) 840-5301


HOLT DEVELOPMENT: Hearing on Access to Cash Collateral Today
------------------------------------------------------------
On Sept. 12, 2013, the U.S. Bankruptcy Court for the Middle
District of Tennessee entered an agreed interim order authorizing
Holt Development Co., LLC, to use cash collateral of Secured
Lender Heritage Bank through the date of the final hearing on the
joint motion which is scheduled for Sept. 17, 2013, at 9:00 a.m.,
pursuant to the Approved Budget.  A 10% variance on any line item
expenditure in the budget will be allowed.

To secure the use of Cash Collateral, the Lender will have and is
valid and perfected Replacement Liens in and upon all of the
existing and future assets and properties of Debtor, whether
acquired prior to, concurrently with or after the filing of the
petition commencing Debtor's Chapter 11 case, to the same extent
that Lender's pre-petition liens and security interests secured
the Indebtedness and encumbered the Lender Collateral and/or the
Cash Collateral.

A copy of the Agreed Interim Order is available at:

      http://bankrupt.com/misc/holtdevelopment.doc46.pdf

As reported in the TCR on Aug. 22, 2013, Holt Development Co.,
LLC, and secured creditor Heritage Bank ask the Bankruptcy Court
to enter an agreed interim order authorizing the Debtor to use
cash collateral of Heritage Bank through Sept. 17, 2013, the date
on which a final hearing on the use of cash collateral may be
conducted by the Court.  According to papers filed with the Court
August 18, the Debtor and Heritage hope to have a more permanent
agreement in place by the time of the final hearing.

As of the Petition Date, Heritage asserts a valid and allowable
claim against the Debtor in the principal amount of not less than
$8,723,286, plus continuing and accruing interest, fees and
expenses, arising from loans made by Heritage to the Debtor.

                      About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  Gullett, Sanford, Robinson &
Martin, PLLC, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.


HOLT DEVELOPMENT: Proofs of Claims Due Oct. 25
----------------------------------------------
The bar date for the filing of proofs of claim in the bankruptcy
case of Holt Development Co., LLC, is Oct. 25, 2013.  The deadline
to file government proofs of claim is Jan. 12, 2014.

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  Gullett, Sanford, Robinson &
Martin, PLLC, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.

The Debtor is in the business of developing improved and
unimproved properties in Pleasant View, Cheatham County,
Tennessee.


HOWREY LLP: Trustee Settles Claim Against Paul Hastings
-------------------------------------------------------
Law360 reported that the Chapter 11 trustee in Howrey LLP's
bankruptcy on Sept. 12 asked a California bankruptcy judge to
approve a $10,000 settlement with Paul Hastings LLP in a suit
alleging that it, among other firms, never delivered on payments
made by Howrey.

According to the report, Howrey's liquidation trustee asked the
bankruptcy judge in May to let him pursue a $21,000 claim against
Paul Hastings for "unfinished business." The trustee, Allan B.
Diamond of Diamond McCarthy LLP, also brought actions against
Dewey & LeBoeuf LLP, Cooley LLP, and Morrison & Foerster LLP.

                         About Howrey LLP

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

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

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

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

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

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


IMH FINANCIAL: Awaits Supreme Court Ruling on Unitholders' Appeal
-----------------------------------------------------------------
IMH Financial Corporation sent a letter to its shareholders on
Sept. 13, 2013, containing, among other things, a brief summary of
recent events in the class action lawsuit captioned In re IMH
Secured Loan Fund Unitholders Litigation pending in the Delaware
Court of Chancery.

Following the fairness hearing, on July 26, 2013, the Court
entered a Final Order and Judgment, which is virtually identical
to the terms of the Settlement.  The following is an excerpt from
the Final Order and Judgment:

     "The Settlement, including the Notes and Rights Offerings, is
      found to be fair, reasonable, adequate, and in the best
      interests of the Class, and is hereby approved pursuant to
      Delaware Court of Chancery Rule 23(e).  The parties to the
      Stipulation are hereby bound by such terms and authorized
      and directed to comply with and to consummate the Settlement
      in accordance with its terms and provisions, and the
      Register in Chancery is directed to enter and docket this
      Final Order and Judgment in the Action."

Subsequent to the Court's entry of the Final Order and Judgment,
two of the three objecting parties filed additional motions; one
to reargue and amend the judgment and one to amend the terms of
the judgment.  These motions were each promptly denied by the
Court.  After these denials, there began a period of 30 days,
during which each of the three objecting parties was afforded the
right to file an appeal of the Final Order and Judgment.  In late
August 2013, two of the three objecting parties filed appeals.

Prior to the appeals being filed, the Company had hoped that Final
Approval would be received by mid-September and that the two
offerings referenced in the Settlement would commence in mid-
October.  However, these appeals have now required the Company to
recast the estimated timeline associated with gaining Final
Approval of the Settlement and commencement of the offerings.  The
appeals will be heard by the Supreme Court of the State of
Delaware, which can affirm, reverse, or modify the Final Order and
Judgment.  The appeal process could take six to nine months.

The appeal process is now subject to a new Scheduling Order
established by the Supreme Court.  Briefs from the two appealing
parties are due in the Supreme Court by mid-October, with
responses due by mid-November.

A copy of the letter to shareholders is available for free at:

                        http://is.gd/bL73Bd

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

IMH Financial disclosed a net loss of $32.19 million in 2012, a
net loss of $35.19 million in in 2011, and a net loss of $117.04
million in 2010.  The Company's balance sheet at June 30, 2013,
showed $255.27 million in total assets, $130.62 million in total
liabilities and $124.65 million in total stockholders' equity.


INTEGRATED HEALTHCARE: Kali Chaudhuri Holds 77% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kali P. Chaudhuri, M.D., disclosed that as of
Sept. 11, 2013, he beneficially owned 437,601,334 shares of common
stock of Integrated Healthcare Holdings, Inc., representing 77.55
percent of the shares outstanding.  On that date, KPC Resolution
Company, LLC, held 139,000,000 shares.

Chaudhuri, et al., previously disclosed that they intend to
acquire ownership of up to 100 percent of the outstanding shares
of common stock of the Integrated Healthcare.  Dr. Chaudhuri has
now reached an understanding as to the principal terms of a
proposed transaction in which Dr. Chaudhuri or his affiliate will
acquire an aggregate of 100,110,430 shares of common stock of the
Company held by Orange County Physicians Investment Network, LLC
(73,798,430 shares), Dr. Anil V. Shah (19,812,000 shares) and Hari
S. Lal (6,500,000 shares).  However, none of Chaudhuri, et al.,
have entered into binding or enforceable agreements to purchase
any of the Shares.  That agreement will arise only upon the
execution and delivery of one or more definitive agreements
pertaining to the proposed acquisition of the Shares.

In the event the proposed acquisition of the Shares by one or more
of Chaudhuri, et al., is consummated, Chaudhuri, et al., also
intend to acquire all of the remaining outstanding shares of
common stock of the Company that are not already held by
Chaudhuri, et al.

Chaudhuri, et al., intend that all or a portion of the purchase
price for the purchase of the Shares will come from funds that are
borrowed for that purpose.  Dr. Chauhduri is currently negotiating
the terms and conditions of a first lien term loan from affiliates
of Silver Point Capital, L.P., to fund the purchase price, but has
not yet executed a definitive agreement to borrow those funds

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

                        http://is.gd/VAW49T

                     About Integrated Healthcare

Santa Ana, Calif.-based Integrated Healthcare Holdings, Inc., owns
and operates four community-based hospitals located in southern
California.

At March 31, 2013, the Company had total assets of $166.71
million, total liabilities of $196.59 million and a total
stockholders' deficiency of $29.88 million.

The Company did not meet the financial covenants for its revolving
line of credit with MidCap, for the period ended Dec. 31, 2012.
"Although the Company is not required to report compliance with
the financial covenant for its revolving line of credit until 50
days after the fiscal quarter end, the Company is seeking the
lenders' consent to a potential non-compliance with this financial
covenant," the Company said in its quarterly report for the period
ended Dec. 31, 2012.


INTERFAITH MEDICAL: Seeks Approval on $17.8 Million Loan
--------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that officials at
the Interfaith Medical Center in Brooklyn are urging a bankruptcy
judge to allow the hospital to take out a $17.8 million loan that
will help pay for the 287-bed facility to phase out operations by
the end of the year.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTEGRATED HEALTHCARE: Silver Point Holds 27.3% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Silver Point Capital, L.P., and its
affiliates disclosed that as of Sept. 11, 2013, they beneficially
owned 96,000,000 shares of common stock of Integrated Healthcare
Holdings, Inc., representing 27.3 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/KxoDTo

                    About Integrated Healthcare

Santa Ana, Calif.-based Integrated Healthcare Holdings, Inc., owns
and operates four community-based hospitals located in southern
California.

Integrated Healthcare incurred a net loss of $15.86 million on
$383.50 million of net patient service revenues for the year ended
March 31, 2013, as compared with net income of $7.94 million on
$362.19 million of net patient service revenues for the year ended
March 31, 2012.  As of March 31, 2013, the Company had $166.70
million in total assets, $196.59 million in total liabilities and
a $29.88 million in total stockholders' deficiency.


IZEA INC: CEO Ed Murphy Buys 30,000 Common Shares
-------------------------------------------------
From September 10 through Sept. 13, 2013, Edward H. Murphy, IZEA
Inc.'s president and chief executive officer, purchased 30,000
shares of the Company's common stock in the open market for a
total purchase price of $9,890 for investment purposes.

                          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.

IZEA reported a net loss of $4.67 million in 2012 as compared with
a net loss of $3.97 million in 2011.  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.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, 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 had a negative working capital and an accumulated
deficit at Dec. 31, 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern
without raising sufficient additional financing.


JAMES RIVER HOLDING: Incurs $125K Net Loss in Second Quarter
------------------------------------------------------------
James River Holding Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $124,843 on $774,285 of total
revenue for the three months ended June 30, 2013, compared with a
net loss of $107,767 on $nil revenue for the same period last
year.

The Company reported a net loss of $459,377 on $1.1 million of
total revenue for the six months ended June 30, 2013, compared
with a net loss of $124,202 on $nil revenue for the corresponding
period of 2012.

The Company's balance sheet at June 30, 2013, showed $20.1 million
in total assets, $15.7 million in total liabilities, and
stockholders' equity of $4.4 million.

"As of June 30, 2013, we had a working capital deficit and an
accumulated deficit.  These conditions raise substantial doubt
about our ability to continue as a going concern.  Our management
is continuing its efforts to secure funding through equity and/or
debt instruments for our operations.  We will require additional
funds to pay down our liabilities, as well as finance our
expansion plans.  However, there can be no assurance that we will
be able to secure additional funding."

A copy of the Form 10-Q is available at http://is.gd/Zxcw7w

Incorporated in May 2011 as a Delaware company, James River
Holding Corporation is a diversified holding company engaged in
acquiring controlling interests in and actively managing
established companies operating profitable, high growth,
entrepreneurial businesses in mature markets - companies that
operate in industries with long-term macroeconomic growth
opportunities, and that have positive and stable cash flows, face
minimal threats of technological or competitive obsolescence and
have strong management teams which desire to remain in place and
benefit from the growth made possible by leveraging the Company's
business-building platform.

The Company is headquartered in Springfield, Missouri.

The Company's current portfolio companies include Springfield
Property Management, which owns and manages 215 single family and
two duplex residential rental properties in the Springfield,
Missouri market; and PaveCare, a company specializing in
commercial pavement repair and parking lot maintenance services,
mainly to big box retailers in the Midwestern region of the United
States.


JAMMIN JAVA: Incurs $715K Net Loss in July 31 Quarter
-----------------------------------------------------
Jammin Java Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $715,079 on $1.6 million of revenue for
the three months ended July 31, 2013, compared with a net loss of
$986,232 on $559,485 of revenue for the three months ended
July 31, 2012.

"We incurred a net loss of $715,079 and $986,232 for the three
months ended July 31, 2013, and 2012, respectively, a decrease in
net loss of $271,153 or 27% from the prior period.  The principal
reason for the decrease in net loss is increased sales revenue and
lower operating expenses offset by higher cost of sales and the
recognition of loss on extinguishment of debt from the Ironridge
transactions.  Non-cash payments of common stock included in net
loss for the three months ended July 31, 2013, and 2012, were
$4,291,634 and $0, respectively."

The Company reported a net loss of $1.1 million on $2.4 million of
revenue for the six months ended July 31, 2013, compared with a
net loss of $1.9 million on $869,099 of revenue for the six months
ended July 31, 2012.

"We incurred a net loss of $1,133,726 and $1,880,411 for the six
months ended July 31, 2013, and 2012, respectively, a decrease in
net loss of $746,685 or 40% from the prior period.  The principal
reason for the decrease in net loss is increased sales revenue and
lower operating expenses offset by higher cost of sales and the
recognition of loss on extinguishment of debt from the Ironridge
transactions.  Non-cash payments of common stock included in net
loss for the six months ended July 31, 2013, and 2012, were
$6,712,497 and $0, respectively."

The Company's balance sheet at July 31, 2013, showed $6.1 million
in total assets, $1.0 million in total liabilities, and
stockholders' equity of $5.1 million.

"The Company incurred a net loss of $1,133,726 for the six months
ended July 31, 2013, and has an accumulated deficit since
inception of $8,192,545.  The Company has a history of losses and
has only recently begun to generate revenue as part of its
principal operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/mV5Tmx

Denver-based Jammin Java Corp. (OTC QB: JAMN) provides premium,
artisan roasted coffee to the grocery, retail, online, service,
hospitality, office coffee service and big box store industry.
Under its exclusive licensing agreement with 56 Hope Road, the
company continues to develop its coffee lines under the Marley
Coffee brand.


JARDEN: Moody's Rates Proposed $750MM Senior Term Loan 'Ba1'
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Jarden's
proposed $750 million senior secured term loans (separated into
two tranches), while at the same time affirming all other ratings,
including the Ba3 Corporate Family Rating. The ratings outlook is
stable.

Proceeds from the term loans will be used to partially fund the
$1.75 billion Yankee Candle acquisition announced last week.
"While acquisitions always come with a certain amount of risk, the
transaction is consistent with Jarden's strategy of acquiring
leading consumer brands in niche categories," said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service. Jarden would
have pro forma net sales and Moody's adjusted EBITDA of
approximately $7.7 billion and $1.2 billion, respectively, for the
twelve months ended June 30, 2013 up from $6.9 billion and about
$900 million. "The transaction will also extend Jarden's portfolio
of consumer brands in niche, seasonal staple categories, while
creating opportunities in cross-selling and broadening the global
distribution platform," he said. The transaction is expected to
close in the fourth quarter.

The transaction is expected to be funded with cash on hand, close
to $700 million of common equity issued last week and debt.
Assuming the acquisition is funded as expected, pro forma leverage
will remain roughly the same at around 5.0 times and operating
margins will improve to around 11% from 10%.

Ratings assigned:

Term Loan B due March 2018 at Ba1 (LGD 2, 23%);

Term Loan B1 due September 2020 at Ba1 (LGD 2, 23%);

Ratings affirmed:

Corporate Family Rating at Ba3;

Probability of default rating at Ba3-PD;

$650 million Term Loan A due March 2016 at Ba1 (LGD 2, 23% from
19%);

$800 million Term Loan B due March 2018 at Ba1 (LGD 2, 23% from
19%);

$250 million revolving credit facility expiring March 2016 at
Ba1 (LGD 2, 23% from 19%);

$300 million senior unsecured notes due November 2022 at Ba3
(LGD 4, 54% from LGD 3, 46%);

$650 million senior subordinated notes due May 2017 at B1 (LGD
5, 81% from 78%);

$458 million senior subordinated notes due January 2020 at B1
(LGD 5, 81% from 78%);

$458 million senior subordinated convertible notes due September
2018 at B1 (LGD 5, 81% from 78%);

Speculative grade liquidity rating at SGL-1

Rating Rationale:

Jarden's Ba3 Corporate Family Rating reflects its significant
scale with pro forma revenue approaching $8 billion, leading
market position in various niche branded consumer products,
diverse product portfolio, broad geographic diversification, and
its good liquidity profile. However, the Corporate Family Rating
also reflects Jarden's propensity to increase shareholder returns
despite having high financial leverage at over 5 times and its
acquisitive nature. The rating is further constrained by the
uncertainty in discretionary consumer spending for low and middle
income consumers, high gas prices and by Jarden's exposure to
Europe where about 20% of revenue is generated.

The stable outlook reflects Moody's view that Jarden will maintain
a strong liquidity profile and sustain financial leverage,
measured as debt to EBITDA, between 4.5 and 5.5 times.

A material debt funded acquisition/shareholder return combined
with the following credit metrics could prompt a downgrade: 1)
debt to EBITDA sustained over 5.5 times (currently 5.0 times pro
forma), 2) mid-single digit EBITA margins (presently around 12%
pro forma), and 3) low single digit free cash flow to debt (around
6% pro forma).

An upgrade is not likely in the near term because of Jarden's
aggressive financial policies. Over the long term, an upgrade
could occur if Jarden moderates its shareholder oriented strategy
and its credit metrics significantly improve. For example, debt to
EBITDA would need to be maintained under 4 times and EBITA margins
sustained in the mid-teens or higher.

The principal methodology used in rating Jarden was Moody's Global
Consumer Durables 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.

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 30, 2013.


JBS USA: New $1BB Loan Increase No Impact on Moody's Ratings
------------------------------------------------------------
The long-term debt ratings of JBS USA are not affected by the
company's decision to upsize its previously proposed financing to
$1 billion from $800 million. JBS USA will increase a previously
proposed term loan ("Incremental Term Loan") to be issued by JBS
USA LLC to $500 million from $400 million and the previously
proposed 144A senior unsecured notes, to be issued jointly by JBS
USA LLC and JBS USA Finance, Inc. to $500 million from $400
million. The incremental $200 million in proceeds will be used to
reduce outstandings under an asset-backed revolving credit ("ABL")
facility.

On September 3, 2013, Moody's assigned a Ba2 rating to the
proposed Incremental Term Loan and a Ba3 rating to the proposed
144A notes. These ratings and the negative outlook are not
affected by the upsizing of the offering that is expected to close
within the next several days. Proceeds from the upsized
Incremental Term Loan and private notes will be used to fund a
tender offer, also launched on September 3rd, for any or all of
the $700 million 11.625% notes due May 2014 and to retire
outstandings under its $850 million ABL facility, which had $306
million outstanding as of June 30, 2013.

The following ratings are unaffected:

JBS USA, LLC:

  Upsized to $500 million from $400 million senior secured
  Incremental Term Loan due 2020 at Ba2;

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

  Upsized to $500 million from $400 million senior unsecured
  notes due 2021 at Ba3.

The outlook is negative.

The $500 million 144A notes will be issued as an add-on to
existing $650 million 7.25% senior unsecured notes due June 2021.
The Incremental Term Loan and 144A 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 (until tendered or otherwise
retired), $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
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 lamb 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
(USD 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.


JETBLUE AIRWAYS: S&P Ups Corp. Credit Rating to B; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on New York
City-based airline JetBlue Airways Corp. by one notch, including
raising the corporate credit rating to 'B' from 'B-'.  S&P's
outlook on the rating is stable.

"The company's improved liquidity has allayed our concerns
regarding debt maturities of close to $600 million in 2014," said
Standard & Poor's credit analyst Betsy Snyder.

The company increased a line of credit to $200 million from
$100 million in late 2012.  In addition, in April 2013, it entered
into a $350 million revolving credit facility, which matures in
2016, secured by take-off and landing slots at JFK, Newark,
LaGuardia, and Washington Reagan airports, and other assets.  "We
believe these facilities, in addition to cash, internally
generated funds, and potential equipment financings, will cover
the debt maturities as well as committed capital spending for new
aircraft," said Ms. Snyder.

S&P's upgrade is also based on its expectation of gradually
improving credit measures, including a ratio of funds flow to debt
that it forecasts to be in the mid-teens percent range over the
next several years.

The corporate credit rating on JetBlue reflects its participation
in the high-risk U.S. airline industry and a substantial debt
burden.  Competitive operating costs is a positive credit factor,
in S&P's assessment.  Under S&P's criteria, it characterizes
JetBlue's business profile as "weak", its financial profile as
"highly leveraged", its liquidity as "adequate", and its
management as "fair".

The stable outlook reflects S&P's expectations that JetBlue's
financial profile will continue to improve somewhat as a result of
increased cash flow from improved operating profits, combined with
relatively stable debt levels, through 2014.


K-V PHARMACEUTICAL: Plan of Reorganization Declared Effective
-------------------------------------------------------------
K-V Pharmaceutical Company on Sept. 16 disclosed that its plan of
reorganization has become effective and that it has successfully
emerged from chapter 11 with significantly reduced debt and a $375
million recapitalization.

Pursuant to the Plan, investors led by Capital Ventures
International, Greywolf Capital, Kingdon Capital and Deutsche Bank
(together with Silver Point Finance) and/or affiliates of each of
the foregoing have provided the majority of funding of the
Company's new $100 million credit facility, and $275 million
rights offering and direct purchase of new common shares.

"As KV emerges from chapter 11 [Mon]day, we are a stronger, better
capitalized, and more competitive company with a solid financial
foundation for future growth," said Greg Divis, CEO of KV.  "We
deeply appreciate the support from our new investors and partners
as we continue to execute on advancing women's health with our
well-established portfolio of FDA-approved medications and focus,
first and foremost, on our commitment to patients."

KV's existing senior secured notes will be paid in cash in full in
accordance with the terms of the plan and general unsecured
creditors will receive a pro rata share of $10.25 million.  KV's
existing convertible subordinated noteholders will receive 7% of
KV's new common shares plus any shares purchased through the
rights offering or direct purchase of shares.  Under the Plan, all
existing preferred and common stock has been cancelled.

Willkie Farr & Gallagher LLP served as legal counsel to K-V
Pharmaceutical, and Jefferies LLC served as financial advisor.

"This bankruptcy has been well covered, owing to the controversial
reasons for the bankruptcy as well as the dispute over the
restructuring plan as the company?s fortune unexpectedly, and
dramatically, improved," says Samuel Eisele, associate at
Greentarget.

The investors group consists of several firms.  The largest
unsecured creditor among them is Susquehanna International Group,
represented by Gerald Bender of Lowenstein Sandler.

The other group members and their law firms are listed here:

  * Greywolf Capital ? Dechert
  * Kingdom Associates ? Sidley Austin
  * Deutsche Bank Securities ? White & Case

                     About K-V Pharmaceutical

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

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

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

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

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


KSL MEDIA: Blames Ch. 11 on Alleged Embezzlement Scheme
-------------------------------------------------------
Law360 reported that one of the largest independent media-buying
firms in the United States, KSL Media Inc., filed for Chapter 11
protection on Sept. 11 in California, driven to bankruptcy after
losing a major account and claiming it was the victim of an
alleged multimillion-dollar embezzlement scheme it blamed on its
former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts,
the report added.


LAKELAND INDUSTRIES: Posts $4.2-Mil. Net Income in 2nd Quarter
--------------------------------------------------------------
Lakeland Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $4.17 million on $24.63 million of net sales for the
three months ended July 31, 2013, as compared with net income of
$1.64 million on $23.49 million of net sales for the same period
during the prior year.

For the six months ended July 31, 2013, the Company reported net
income of $3.32 million on $46.37 million of net sales as compared
with a net loss of $8.47 million on $47.48 million of net sales
for the same period last year.

The Company's balance sheet at July 31, 2013, showed $86 million
in total assets, $35.38 million in total liabilities and $50.62
million in total stockholders' equity.

Christopher J. Ryan, chief executive officer, stated, "As I have
said in previous public disclosures, our focus and time is being
devoted to downsizing the expenses in Brazil to conform same to
its existing sales and we hope to be there by our fiscal year end
in January 2014.

"We decreased operating expenses by $1.8 million in the last six
months and we will continue to reduce expenses where appropriate.
In the fiscal year ended January 31, 2013, we had $17.0 million of
DuPont product revenues and $28.0 million of such revenues in
FY11.  In the current Q2, we lost $3.0 million in revenues in
Brazilian operations compared to last year.  We are responding by
eliminating expenses that supported these revenues, while
developing new revenues to replace these lost revenues.  In spite
of the lost DuPont and Brazilian revenues, overall sales increased
4.9% in Q2 of fiscal 2014 compared with Q2 last year.  Most of the
gains are in the US and China."

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

                         http://is.gd/h36AGQ

                     About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.


LANDAUER HEALTHCARE: Wins Clearance to Auction Assets This Month
----------------------------------------------------------------
Landauer Metropolitan Inc. received bankruptcy-court approval on
Sept. 12 to auction off its assets this month.

Law360 reported that medical equipment supplier Landauer got the
green light on Sept. 12 to proceed with its $22 million stalking
horse sale as planned after a Delaware bankruptcy judge approved
an eleventh-hour settlement that defused creditor objections to
pace of the proceedings.

According to the Law360 report, Landauer Metro and its official
committee of unsecured creditors had been at loggerheads over
aspects debtor's proposed bid procedures, especially the time
table calling for the Section 363 sale process before the end of
the month.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for Landauer-Metropolitan
Inc. negotiated an agreement allowing the sale of the business to
go ahead Sept. 24.  Landauer faced opposition from the committee
to a quick sale where the first bid of $22 million would come from
competitor Quadrant Management Inc.

According to the Bloomberg report, the dispute was settled when
the lenders agreed to carve out $750,000 of sale proceeds
exclusively for unsecured creditors.  If the sale generates more
than $23.5 million, unsecured creditors would receive an
additional $500,000 and 25 percent of the excess.  The lenders
also agreed that 60 percent of lawsuit recoveries are for
unsecured creditors.

The Bloomberg report notes that the bankruptcy judge signed an
order on Sept. 12 prescribing that competing bids be filed by
Sept. 23, ahead of an auction the next day and a hearing Sept. 26
to approve the sale.  Creditor opposition slowed the sale schedule
about one week.  The judge also gave final approval for Landauer
to use cash representing collateral for secured lenders' claims.
Mount Vernon, New York-based Landauer has 32 locations in eight
states.

The Bloomberg report relates that most sales come from New York
and Pennsylvania.  Revenue of $137.1 million in fiscal 2012
declined to $128.5 million in fiscal 2013.  TD Bank NA is the
agent for lenders owed $29.4 million on a secured revolving credit
and term loan.  Investors are owed about $6 million on a second-
lien obligation.  Trade suppliers are owed about $15 million,
according to a court filing.  The majority shareholder is
Clairvest Acquisition LLC.

                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.


LDK SOLAR: Hires Financial Advisor for Offshore Debt Obligations
----------------------------------------------------------------
LDK Solar Co., Ltd., has engaged Jefferies LLC as financial
advisor for strategic advice in connection with LDK Solar's
offshore debt obligations, including the US$-Settled 10 percent
Senior Notes due 2014.  Holders of LDK Solar's offshore debt
obligations may contact Augusto King at aking@Jefferies.com or
Lyndon Norley at lyndon.norley@Jefferies.com or Steven Strom at
sstrom@Jefferies.com with any questions.

                          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.  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.

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.


LEVEL 3: To Discuss Workforce Reductions at Goldman Conference
--------------------------------------------------------------
Level 3 Communications, Inc., presented at the Bank of America -
Merrill Lynch 2013 Media, Communications & Entertainment
Conference in Beverly Hills, California, held on Sept. 12, 2013.

In addition, on Wednesday, Sept. 25, 2013, Level 3's management
will present at the Goldman Sachs 22nd Annual Communicopia
Conference in New York.  The presentation is scheduled to begin at
8 a.m. ET.

Level 3 implemented certain workforce reductions in the third
quarter 2013.  During these presentations, Level 3's management
will provide comments regarding these workforce reductions and
management's current estimate of the resulting restructuring
charge that Level 3 will record during the third quarter 2013 of
approximately $30 million ($0.14 per share).

Also in the third quarter 2013, Level 3 refinanced a portion of
its Amended and Restated Credit Agreement through two term loan
transactions.  Also during these presentations, Level 3's
management will discuss these two refinancing transactions, which
as previously announced will result in an aggregate of
approximately $18 million of charges ($0.08 per share) being
recorded during the third quarter 2013.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

As of June 30, 2013, showed $12.86 billion in total assets, $11.75
billion in total liabilities and $1.11 billion total stockholders'
equity.

                           *     *     *

In October 2012, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.  LVLT's ratings recognize, in
part, the de-leveraging of the company's balance sheet resulting
from its acquisition of Global Crossing Limited (GLBC).

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIGHTSQUARED INC: Harbinger et al. Sue GPS Receiver Makers
----------------------------------------------------------
Inside GNSS reports that investors led by Harbinger Capital
Partners have filed a $1.9 billion lawsuit against a trio of GPS
receiver manufacturers over LightSquared, a now bankrupt firm that
still hopes to build a wireless broadband network across the
United States.

                      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.


LITHIUM TECHNOLOGY: Approves Resignations of Two Directors
----------------------------------------------------------
Lithium Technology Corporation, at its board of directors meeting
which was held on Sept. 6, 2013, considered the resignations
tendered by directors Clemens van Nispen and Rien Nuijt.

Mssrs. van Nispen and Nuijt, representatives of Arch Hill Capital
N.V. and certain of its affiliates, had become directors of the
Company in late 2012 on an interim basis to assist in a smooth
leadership transition concurrent with the conversion by the Arch
Hill Parties of substantially all of the Company's debt owed to
the Arch Hill Parties into equity (as a result of which the Arch
Hill Parties held approximately 57 percent of the outstanding
equity of the Company), and the Arch Hill Parties' subsequent sale
of that interest in the Company to VRDT Corporation.  The
transactions resulted in VRDT Corporation, through its wholly-
owned subsidiary, becoming the majority shareholder of the
Company.

In connection with the advancement of the Company's continuing
commercialization efforts since the Arch Hill Parties' disposition
of their shares in the Company, the Board, collectively, and
Mssrs. Van Nispen and Nuijt, individually, determined that the
timing was appropriate for them to resign their positions on the
Board and facilitate the possible appointment of new directors by
the remaining directors or the Company's stockholders.  As a
result of the resignations of the two directors, the Board now
consists of Graham Norton-Standen, Martin Koster and William
Armstrong.

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                           Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


MACCO PROPERTIES: Court Dismisses Affiliates' Bankruptcy Cases
--------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma on Aug. 28 signed off on an agreed
order dismissing the Chapter 11 cases of Macco Properties, Inc.'s
affiliates.  The agreed order provides for the dismissal of cases
of SEP Riverpark Plaza, LLC and JU Villa Del Mar Apartments, LLC
upon fulfillment of conditions by each of the Debtors.

As reported in the Troubled Company Reporter on May 29, 2013,
Richard A. Wieland, U.S. Trustee for Region 20, asked the
Bankruptcy Court to deny Jennifer Price's motion to dismiss the
Chapter 11 case of certain of Macco Properties' affiliates.

Ms. Price has requested that the case of JU Villa Del Mar
Apartments LLC and SEP Riverpark Plaza LLC be dismissed on certain
terms and conditions, generally the payment in full of all
creditors' (secured or unsecured) claims (prepetition or
postpetition) and administrative expense claims.

The U.S. Trustee argued that it would not be in the best
interests of creditors and would be a waste of resources for the
cases to be dismissed without resolution of all claims.  The U.S.
Trustee said Ms. Price, the Chapter 11 trustee Michael Deeba, and
creditors/claimants have been attempting to quantify the exact
dollar amount of each claim to be paid.  The claims are to be paid
via the closing agent in conjunction with the pending sale of the
Chapter 11 trustee's membership interests in Riverpark and in the
related case of JU Villa Del Mar Apartments, LLC.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

Macco Properties filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartm ents, LLC (10-16503); JU Villa Del Mar Apartments, LLC and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

Receivership Services Corp., a division of the Martens Cos.,
serves as property manager for the six Wichita apartment complexes
caught up in the bankruptcy of Macco Properties of Oklahoma City.

On May 31, 2011, an Order was entered appointing Michael E. Deeba
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City.


MACCO PROPERTIES: U.S. Trustee Wants Case Converted to Chapter 7
----------------------------------------------------------------
The U.S Trustee for the Western District of Oklahoma is asking the
Bankruptcy Court to convert the Chapter 11 cases of Macco
Properties, Inc., et al., to those under Chapter 7 of the
Bankruptcy Code.

According to the U.S. Trustee, Macco is no longer an operating
entity. All operating assets have been liquidated by the case
trustee.  Only litigation and insurance claims remain to be
liquidated.

The U.S. Trustee relates that Chapter 7 now offers the best and
most economical course for this case.  Through conversion, the
case trustee can remain in place to ensure final resolution of the
pending proceedings and prevent these remaining assets from being
placed back in the hands of the owner, Price and McGinnis.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

Macco Properties filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartm ents, LLC (10-16503); JU Villa Del Mar Apartments, LLC and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

Receivership Services Corp., a division of the Martens Cos.,
serves as property manager for the six Wichita apartment complexes
caught up in the bankruptcy of Macco Properties of Oklahoma City.

On May 31, 2011, an Order was entered appointing Michael E. Deeba
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City.

In August 2013, the Bankruptcy Court signed off on an agreed order
dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU
Villa Del Mar Apartments.


METEX MFG: Exclusive Plan Filing Period Extended Until Jan. 21
--------------------------------------------------------------
On Sept. 12, 2013, the U.S. Bankruptcy Court for the Southern
District of New York entered a third order extending Metex Mfg.
Corporation's exclusive periods to file and obtain acceptances of
a Chapter 11 Plan until Jan. 21, 2014, and March 20, 2014,
respectively.

                           About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith
LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J.
Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent
the Debtor as counsel.


MF GLOBAL: CFTC Consent Decree Approved by Bankruptcy Judge
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating MF Global Inc., the defunct
brokerage, won bankruptcy court approval on Sept. 12 for a consent
decree avoiding what otherwise would have been regulatory
enforcement action by the U.S. Commodity Futures Trading
Commission.  The consent judgment, to be lodged in federal
district court, arises from the $1.6 billion shortfall of property
that should have been segregated for MF Global customers.

According to the report, the shortage precluded a sale and touched
off bankruptcies for the MF Global brokerage and the parent
holding company.  The consent in substance confirms that James
Giddens, the MF Global brokerage trustee, will fully pay about
$1.2 billion in customer claims.  The consent order calls for MF
Global to pay a $100 million civil penalty that will be
subordinated and paid only if all creditors are paid in full.

The report notes that there was a delay in approval of the consent
decree out of concern it might prejudice rights of insurance
companies.  It was important not to prejudice collectability of
insurance because the recovery by non-customer creditors depends
in part on the outcome of lawsuits in which there may be insurance
coverage.  Mr. Giddens said he aided the CFTC by supplying
information gathered in his own investigation.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MI PUEBLO: Can Use Cash Collateral Until Oct. 6
-----------------------------------------------
The U.S. Bankruptcy Court approved Mi Pueblo San Jose, Inc.'s
motion to use cash collateral for the period from Aug. 26, 2013,
through and including Oct. 6, 2013.

As adequate protection for the Debtor's use of Cash Collateral,
the Debtor will pay to secured creditor, Wells Fargo Bank, the
following adequate protection payments:

   (1) On September 9, 2013, the amount equal to the sum of (i)
       the monthly payment of principal and interest at the non-
       default rate that will be due and owing by the Debtor to
       the Bank pursuant to the Term Note in the original
       principal sum of $12,500,00 dated May 15, 2012, on that
       payment date (that amount being approximately $216,530);
       plus (ii) the monthly payment of interest at the non
       default rate that will be due and owing by the Debtor to
       the Bank pursuant to the terms of the Revolving Reducing
       Note in the original principal sum of $12,500,000 dated
       May 15, 2012, on that payment date (that amount being
       approximately $29,167); plus (iii) the monthly payment
       required to be paid by the Debtor to the Bank pursuant to
       the swap documents executed by the Debtor in favor of the
       Bank for Trade No. 9285392 maturing on May 15, 2017, on
       that payment date (that amount being approximately
       $2,800), a total of approximately $248,497 (collectively,
       "Adequate Protection Payment No. 2"); and

   (2) On October 7, 2013, the amount equal to the sum of (i) the
       monthly payment of principal and interest at the non-
       default rate that will be due and owing by the Debtor to
       the Bank pursuant to the Term Note on that payment date
       (that amount being approximately $216,530); plus (ii) the
       monthly payment of interest at the non-default rate that
       will be due and owing by the Debtor to the Bank pursuant to
       the terms of the Revolving Reducing Note on that payment
       date (that amount being approximately $29,167); plus (iii)
       the monthly payment required to be paid by the Debtor to
       the Bank pursuant to the Swap Documents on that payment
       date (that amount being approximately $2,800), a total of
       approximately $248,497 (collectively, "Adequate Protection
       Payment No. 3").

The final or a further interim hearing on the Motion will be held
Oct. 2, 2013, at 10:30 a.m.

                   About Mi Pueblo San Jose, Inc.

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013. The Debtor estimated up to $50,000 in assets and up
$50,000,000 in liabilities.   An affiliate, Cha Cha Enterprises,
LLC, sought Chapter 11 protection (Case No. 13-53894) on the same
day.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.


MI PUEBLO: Panel Hires Protiviti Inc. as Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Mi Pueblo San
Jose, Inc., asks the U.S. Bankruptcy Court for permission to
employ Protiviti Inc. as financial advisor.

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

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

   (a) review and analysis of the Debtor's weekly financial and
       cash flow performance as compared to its budget;

   (b) review and analysis of Debtor's business segment and
       location-by location analyses of profitability to determine
       profitable and unprofitable locations or business segments;
       and

   (c) review of the Debtor's historical operating results, recent
       performance, business plan and associated restructuring
       initiatives and advise the Committee regarding the Debtor's
       business plans, cash flow forecasts, financial projections,
       cash flow reporting, claims, and plan alternatives.

The firm's rates are:

    Professional Level                Standard Billing Rates
    ------------------                ----------------------
    Managing Directors                       $620 - $650
    Directors and Associate Directors        $410 - $460
    Senior Managers and Managers             $290 - $400
    Senior Consultants and Consultants       $170 - $260
    Administrative                           $110 - $180

                  About Mi Pueblo San Jose, Inc.

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013. The Debtor estimated up to $50,000 in assets and up
$50,000,000 in liabilities.   An affiliate, Cha Cha Enterprises,
LLC, sought Chapter 11 protection (Case No. 13-53894) on the same
day.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.


MI PUEBLO: Panel Taps Stutman Treister as Reorganization Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mi Pueblo San
Jose, Inc., asks the U.S. Bankruptcy Court for permission to
employ Stutman, Treister & Glatt P.C. as reorganization counsel.

Proposed Counsel for the Official Committee of Unsecured Creditors
can be reached at:

         Eric D. Goldberg, Esq.
         Gabriel I. Glazer, Esq.
         Danielle A. Pham, Esq.
         STUTMAN, TREISTER & GLATT PC
         1901 Avenue of the Stars, 12th Floor
         Los Angeles, CA 90067
         Tel: (310) 228-5600
         Fax: (310) 228-5788
         E-mail: egoldberg@stutman.com
                 gglazer@stutman.com
                 dpham@stutman.com

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

                  About Mi Pueblo San Jose, Inc.

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013. The Debtor estimated up to $50,000 in assets and up
$50,000,000 in liabilities.   An affiliate, Cha Cha Enterprises,
LLC, sought Chapter 11 protection (Case No. 13-53894) on the same
day.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.


MI PUEBLO: Files Amended Schedules of Assets and Liabilities
------------------------------------------------------------
Mi Pueblo San Jose, Inc., filed with the Bankruptcy Court for the
Northern District of California its amended schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $61,577,296
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $29,210,603
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $4,885,502
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $34,639,179
                                 -----------      -----------
        TOTAL                    $61,577,296      $68,735,285

                  About Mi Pueblo San Jose, Inc.

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013. The Debtor estimated up to $50,000 in assets and up
$50,000,000 in liabilities.   An affiliate, Cha Cha Enterprises,
LLC, sought Chapter 11 protection (Case No. 13-53894) on the same
day.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.


MICROVISION INC: Stockholders Approve Common Stock Offering
-----------------------------------------------------------
A special meeting of stockholders of Microvision, Inc., was held
on Sept. 13, 2013, at which the stockholders approved the
registered direct offering of common stock and warrants to
purchase common stock that the Company completed on May 20, 2013.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

The Company reported a net loss of $7.09 million on $3.67 million
of total revenue for the six months ended June 30, 2013, compared
with a net loss of $14.77 million on $3.03 million of total
revenue for the corresponding period of 2012.

The Company's balance sheet at June 30, 2013, showed $10.6 million
in total assets, $10.4 million in total liabilities, and
stockholders' equity of $202,000.


MOBIVITY HOLDINGS: B. Terker Held 6.5% Equity Stake as of Sept. 11
------------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Bruce E. Terker and his affiliates disclosed that as
of Sept. 11, 2013, they beneficially owned 6,515,657 shares of
common stock of Mobivity Holdings Corp. representing 6.5 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/2pskkC

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $3.25 million in
total assets, $10.25 million in total liabilities, all current,
and a $6.99 million total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company said in its annual report
for the year ended Dec. 31, 2012.


MONTREAL MAINE: Bankruptcy Panel Sought for Train Disaster Victims
------------------------------------------------------------------
Tom Hals, writing for Reuters, reported that according to a U.S.
bankruptcy watchdog, a bankruptcy judge should appoint a broad
committee of victims of a deadly train explosion in Quebec to
resolve a split among claimants in the railway operator's U.S.
Chapter 11 bankruptcy.

According to the report, a flurry of lawsuits has been filed in
the wake of the devastating blast in Lac-Megantic and victims have
clashed over the best way to press their claims against Montreal,
Maine & Atlantic Railway Ltd.

An MMA train loaded with crude oil derailed and exploded in the
town on July 6, killing 47 and causing widespread property and
environmental damage, the report added.

A month later, the company filed for bankruptcy in Bangor, Maine,
the report recalled.

The U.S. Trustee, a Department of Justice official who oversees
bankruptcy cases, asked the bankruptcy court to appoint a broad
committee covering property owners, government entities and those
killed or hurt, the report further related.

                Corporate Reorganizations

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the case of Montreal Maine & Atlantic Railway Ltd.,
will highlight another way railroad bankruptcies differ from
ordinary corporate reorganizations.

According to the report, although MM&A is reorganizing in
Chapter 11, where trustees are seldom appointed, the railroad
section of the Bankruptcy Code mandates such an appointment.  And
while creditors' committees are automatic in ordinary
reorganizations, they aren't for railroads given the presence of a
trustee.  Last week the U.S. Trustee joined in the request for
appointment of a special committee to represent those killed or
incurring damage from an MM&A runaway train that killed 47 people
after derailing and burning in Lac-Megantic, Quebec.

The Bloomberg report relates that a hearing was slated for Sept.
13 in U.S. Bankruptcy Court in Bangor, Maine, to consider
appointing a committee.  The U.S. Trustee differs from the two
victim groups seeking a committee.  While the groups specifically
did or didn't want the committee to represent deceased victims
alone, the U.S. Trustee says it's improper for the parties or the
court to control the composition of a committee.

The report relates that the Justice Department's bankruptcy
watchdog wants the court to call an official committee, allowing
the U.S. Trustee to solicit participation and form a panel that
seems appropriate.

                        About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel.  Development Specialists, Inc.,
serves as his financial advisor.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana serves as counsel
to MM&A.

Justice Martin Castonguay oversees the case in Canada.


MOSS FAMILY: Oct. 22 Hearing on Adequacy of Plan Outline
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
will convene a hearing on Oct. 22, 2013, at 9:30 a.m., to consider
the adequacy of the Disclosure Statement explaining Moss Family
Limited Partnership and Beachwalk, L.P.'s Plan of Reorganization
dated Sept. 5, 2013.  Objections, if any, are due Oct. 15.

As reported in the Troubled Company Reporter on Sept. 13, 2013,
the Plan provides for this treatment of claims against and
interest in the Debtors:

     1. The allowed claim of Fifth Third ($1,726,698) will be
        satisfied from the sale of any or all parcels of the
        marketed real estate via auction.

     2. The allowed claim of Horizon ($1,122,743) will be
        satisfied by surrendering the real estate to Horizon by
        way of deeds in lieu; and the Debtors will retain the real
        estate with the remaining debt.

     3. Unsecured claims will be fully paid and satisfied by use
        of the proceeds from the sale of LaPorte Judgment Lien
        Property.  From the sale of every LaPorte Judgment Lien
        property, 20% of the net proceeds will be paid into an
        escrow account to be held and disbursed to unsecured
        creditors annually on a pro rata basis of unsecured claims
        until the time as the claims are paid in full, without
        interest.

     4. Prepetition interest in the Debtors will be retained
        by the holders of the same subject to the provisions
        of the Plan.  Each interest holder of both Debtors will
        receive 1/2 of the percentage they held in the prepetition
        Debtors in the reorganized consolidated Debtor.

The Plan will be executed by the substantive consolidation of the
Debtors' assets and liabilities.

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

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-
32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides over
the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.


MPG OFFICE: Merger Agreement "Outside Date" Extended to Oct. 3
--------------------------------------------------------------
Pursuant to the terms of the Agreement and Plan of Merger, dated
as of April 24, 2013, by and among MPG Office Trust, Inc.,
Brookfield DTLA Holdings LLC and certain of their affiliates, the
Company and Brookfield DTLA jointly agreed to extend the Outside
Date (as defined in the Merger Agreement) until Oct. 3, 2013.

                       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."


MSD PERFORMANCE: Race-Car Parts Maker Wants Auction in November
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although MSD Performance Inc. has no buyer under
contract, the designer and producer of ignition systems and data
acquisition devices for race cars is arranging an auction to take
place Nov. 21.

According to the report, MSD filed for Chapter 11 protection in
Delaware Sept. 6 when a forbearance agreement with lenders was
expiring.  Last week, the company submitted papers for the judge
to approve auction and sale procedures.  If the judge agrees with
the schedule at an Oct. 1 hearing, bids would be due Nov. 18, in
advance of an auction on Nov. 21.  Before bankruptcy, there were
talks about a sale to Z Capital MSD LLC, which had acquired a
majority of the senior secured debt.

The report notes that MSD could only say a sale may pay secured
debt in full.  The company said a sale may be followed by a
conversion of the Chapter 11 case to Chapter 7, where a trustee
would complete the liquidation.  The El Paso, Texas-based company
makes ignition systems for race cars and high-performance autos,
along with products to monitor engine performance in drag racers.

The report discloses that the principal liability is $91.9 million
owing on secured term loans that matured in January.  Suppliers
are owed $4.6 million, according to court filings.

                       About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case NO. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
estimated assets of at least $50 million and debts of at least
$100 million.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.


NCP FINANCE: Moody's Assigns 'Caa1' CFR & Sr. Term Loan Ratings
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 corporate family rating
to NCP Finance Limited Partnership. Moody's also assigned a Caa1
rating to the $160 million Senior Secured Term Loan due 2018
issued by NCP and its affiliate NCP Finance Ohio, LLC as co-
borrowers. The rating outlook is stable.

Ratings Rationale:

NCP provides short term, installment and auto title loans sourced
through arrangements with Credit Service Organizations ("CSOs")
including Ace Cash Express, Inc. (B3 stable), CNG Holdings, Inc.
(B3 stable), TMX Finance LLC (B3 stable) and others under state
regulations governing the industry. NCP's combined operations
include its own lending business in Texas as well as its
affiliate's Ohio operations.

The Caa1 CFR reflects operating and regulatory risks associated
with NCP's focus on sub-prime, short-term lending, partially
offset by individual guarantees from CSO partners which
meaningfully lower the risk of loan performance-related losses.
NCP's CSO clients guarantee the loans that they refer to NCP and
back the guarantees with tangible collateral, typically in the
amount of 25% to 50% of outstanding loan balances. CSOs earn loan
arrangement fees on the loans originated from their referrals. The
rating also reflects strong demand for alternative financial
products in Texas and Ohio as well as NCP's operational
flexibility enabled by low fixed operating costs.

These strengths are counterbalanced by federal, state and city-
level regulatory risks that lenders to unbanked and underbanked
consumers face. NCP's lack of geographic diversification with
current presence only in Texas and Ohio significantly exacerbates
these risks. Furthermore, NCP's limited CSO client diversification
causes it to be vulnerable to potential revenue volatility were
any of the firm's major clients to reduce its operational presence
or shift business to a different CSO lender. Other factors that
limit the rating include the company's small scale of operations
versus the majority of rated specialty finance companies and high
cash flow leverage as defined by Debt/EBITDA.

The rating outlook is stable, based on Moody's view that NCP will
be able to maintain profitability and adequate debt service
capability while growing its client base.

The ratings could be upgraded if the company achieves notable
geographic diversification and reduces leverage.

The ratings could be downgraded in the event of meaningful
negative regulatory developments in Texas and Ohio or if
profitability or leverage metrics deteriorate, possibly due to
loss of key clients.

The Caa1 rating on the Senior Term Loan is the same as the CFR and
reflects the fact that the term loan will comprise the majority of
the company's debt post-issuance. The term loan will be used to
repay NCP's existing asset based lending ("ABL") revolver and
subordinate debt as well as to increase cash balances to fund
future growth. The term loan will be secured by a second lien on
assets. NCP will put in place a new $45 million ABL revolver due
in 2017 that will be secured by a first lien on assets.

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


NCP FINANCE: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issuer credit ratings to NCP Finance L.P. and NCP Finance Ohio
LLC. The outlook on both entities is stable.  S&P also assigned a
'B-' issue rating to the company's proposed $160 million senior
secured term loan.

"Our ratings on Dayton, Ohio-based NCP Finance L.P. and NCP
Finance Ohio LLC reflect the company's indirect exposure to
legislative and regulatory risks, geographic and product
concentration, aggressive financial policy, exposure to
counterparty risk, and 'key man' risk," said Standard & Poor's
credit analyst Igor Koyfman.  "The company's strong protection
from credit losses, scalable business model, low overhead costs,
well-managed liquidity, and adequate funding mitigate the
weaknesses."

NCP partners with payday installment and title lenders in Texas
and Ohio to provide funding through a brokerage business model.
Under this model, payday lenders are registered as credit services
organizations (CSOs) and arrange loans in their stores or online
in exchange for a fee, while NCP provides the funding to the
consumer. NCP was founded in 2005 when banks stopped participating
as third-party lending agents because of new Federal Deposit
Insurance Corp. (FDIC) guidance.  The new bank guidance provided
NCP an opportunity to offer a comparable service to CSOs,
utilizing the CSO model.  Through its CSO relationships, NCP's
lending activities span more than 1,100 storefront locations and
multiple online providers.  NCP has operated primarily in Texas
since 2005 and entered Ohio through Internet lending in December
2009.  During 2012, the company began offering its products
through storefront locations in Ohio.  NCP funds short-term cash
advances, auto title loans, and installment loans sourced through
the CSOs.  The company earns a statutory interest rate (10% in
Texas and 25% in Ohio) and various ancillary fees (for example,
insufficient funds fee, late fee, and credit investigation fee),
while the CSOs retain the rest of the profits.  However, CSO
clients fully and unconditionally guarantee all consumer loans,
thereby limiting NCP's credit exposure.

"The stable outlook reflects our expectation that NCP will not
experience any credit losses, will maintain strong margins by
efficiently redeploying its cash, and will not experience
significant operational missteps while expanding in Ohio," said
Mr. Koyfman.

S&P also expects compliance with the term loan facility financial
covenants, including a minimum asset coverage ratio of no less
than 1.15x.

"We could lower the rating if NCP's credit measures deteriorate
significantly because of regulatory or legislative changes in Ohio
or Texas.  We expect the company to continue to generate
sufficient cash flows to cover its fixed charges, which is largely
composed of interest expense.  We could lower the rating if
earnings shift markedly downward, causing our expectations for the
EBITDA-to-interest expense ratio to approach or fall below 1.3x on
a sustained basis.  We would likely lower the rating if NCP
breaches its minimum asset coverage ratio under its term loan
facility," S&P noted.

S&P could raise the rating if the company diversifies its business
and demonstrates a longer track record.  However, given the
concentration of its business model, S&P said it is unlikely to
upgrade the company over the next two years.


NORTHERN BEEF: Committee Taps Robins Salomon as Lead Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Northern Beef Packers Limited Partnership asks the U.S.
Bankruptcy Court for the District of South Dakota for permission
to retain Robbins, Salomon & Patt, Ltd. as lead counsel.

RSP will work with local counsel Patrick T. Dougherty, Esq., at
Dougherty & Dougherty, LLP.

The hourly rates of RSP's personnel are:

         Partners                    $290 - $450
         Associates                  $140 - $270
         Paralegals/Research Clerks  $105 - $160

RSP has agreed to cap the hourly rates of its partners in the
engagement at $375 per hour.

         About Northern Beef Packers Limited Partnership

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.


NORTHERN BEEF: Dougherty Okayed as Committee's Local Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court District of South Dakota authorized the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Northern Beef Packers Limited Partnership to retain Patrick T.
Dougherty as its local counsel.

As reported in the Troubled Company Reporter on Sept. 4, 2013,
Mr. Dougherty will act as local counsel for the Chicago law firm
of Robbins, Salomon & Patt, Ltd.  The compensation will be $250
per hour plus sales tax and costs.

Mr. Dougherty assures the Court that he 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
Committee.

         About Northern Beef Packers Limited Partnership

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.


NORTHERN BEEF: Sept. 26 Final Hearing on White Oak DIP Loan
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Northern Beef Packers Limited Partnership filed papers in
bankruptcy court to supplement the Debtor's request for approval
of a stipulation among the Debtor, the Committee, and White Oak
Global Advisors, LLC, regarding postpetition financing.

According to the Committee, the changes made in the revised
stipulation include, among other things:

   a. the agent will file a proof of claim no later than five
      days before the final hearing on the motion;

   b. any sale proceeds remaining after application of any
      proceeds on account of the prepetition indebtedness up to
      the minimum stipulated claim amount will be distributed only
      upon further Court order, including any order confirming a
      Chapter 11 liquidating plan;

   c. as a condition to obtaining relief from the automatic stay
      under any part of the revised stipulation, the agent will
      comply with the Local Rule 9021-1(b), which requires "the
      moving party to file an affidavit or other written statement
      confirming the stated condition has occurred, a certificate
      of service reflecting service of the affidavit or other
      written statement on the party against whom relief is
      sought, and a proposed order."

                       Ad Hoc Group Objects

In a document filed Sept. 11, 2013, the Ad Hoc Committee of EB-5
Investors objected to the Debtor's DIP financing request.
Specifically, the EB-5 Committee objects to:

   a. the undisclosed nature of the amount & extent of White
      Oak's claim and liens;

   b. the basis of White Oak's $47 million credit bid;

   c. the release of White Oak bv the Debtor and the Creditors
      Committee and the limitation on third parties objecting to
      White Oak's prepetition claim; and

   d. the Debtor's claim that the estate will realize value of
      not less than $1 million by reason of White Oak's
      concessions.

Donald L. Swanson, Esq. -- Dan.Fischer@koleviessen.com -- at
Koleyjessen P.C., L.L.O., on behalf of the Ad Hoc Committee said
that according to Debtor's schedules, White Oak is Debtor's
largest secured creditor as of July 19, 2013, the petition date,
with a disputed claim of over $64 million.

The Court scheduled Sept. 26, at 1:30 p.m., as the final hearing
to consider the Debtor's DIP financing motion and the related
stipulation.  Objections, if any, are due Sept. 23.

                     The Original Stipulation

The Debtor requested that the Court: (i) enter an order approving
the stipulation on an interim basis and authorizing the Debtor to
incur debt in an amount not to exceed $512,000 during the period
ending Sept. 28; and (ii) enter an order approving the stipulation
on a final basis and authorizing the Debtor to incur debt in an
amount not to exceed $2,250,000, including the amount funded prior
to entry of the final order.

By motion dated July 24, the Debtor sought interim and final
approval of postpetition financing from White Oak, in its capacity
as agent for the Debtor's senior secured prepetition lenders.  By
order entered on Aug. 8, the Court denied the Debtor's request for
interim approval of the proposed financing, and the Debtor
subsequently withdrew its request for final approval.

Since withdrawing its July 24, motion, the Debtor has continued to
seek the financing that is necessary to its efforts to
rehabilitate under chapter 11, but have been unsuccessful in those
efforts.  In addition, during that time, the Debtor and the
Committee have negotiated modifications to the terms under which
White Oak would provide postpetition financing to the Debtor.

White Oak is the only party that has offered financing on terms
that will enable the Debtor to continue to administer the chapter
11 case.

The terms of the postpetition financing are set forth in the
stipulation provides:

   a. White Oak will loan the Debtor the amount of $2,250,000
      on an secured basis.

   b. Upon entry of an order approving the stipulation on an
      interim basis, White Oak will advance (on a weekly basis)
      the amounts contemplated under the proposed budget, up to an
      aggregate of $512,000.  Upon entry of an order approving the
      stipulation on a final basis, White Oak will advance (on a
      weekly basis) the amounts contemplated under the proposed
      budget, up to an additional $1,738,000.

   c. Interest will accrue on the outstanding principal under the
      Stipulation at the rate of 9% per annum, which will accrue
      as PIK interest.

   d. The DIP Indebtedness will be secured by a valid and
      automatically perfected lien on and security interest in all
      of the Debtor's existing and after-acquired assets and
      proceeds thereof.  Pursuant to section 364(c)(3) of the
      Bankruptcy Code, the DIP Lien will be junior to all non-
      avoidable valid, enforceable and perfected liens and
      security interests in favor of any person or entity on or in
      any assets of the Debtor, as prepetition debtor, which
      existed on the Petition Date and are not subject to Section
      552(a) of the Bankruptcy Code. Pursuant to section 364(c)(2)
      of the Bankruptcy Code, the DIP Lien will also extend to all
      unencumbered assets of the Debtor, if any, except for Causes
      of Action.  No liens or security interests granted to the
      Agent, and no claim of the agent or lenders, will be subject
      to subordination to any other liens, security interests or
      claims under Section 510 of the Bankruptcy Code or
      otherwise.

   e. The Debtor will comply with these covenants:

         i) By Sept. 16, the Debtor will have obtained the Court's
            approval of the Debtor's retention of Lincoln Partners
            Advisors LLC to market substantially all of the
            operating assets of the Debtor.

        ii) By Oct. 15, the Debtor will have entered into a
            binding agreement for an asset sale.

       iii) By Oct. 29, the Debtor will have obtained entry by the
            Court of an order approving bid and sale procedures,
            the stalking horse bid (subject to higher and better
            offers) and scheduling an auction date and final sale
            hearing in accordance herewith.

        iv) By Dec. 3, the Debtor and its advisors, in
            consultation with the agent and the Committee,
            will conduct an auction of the Debtor's operating
            assets.

         v) By Dec. 10, the Debtor will have obtained entry by
            the Court of an order approving the asset sale.

        vi) By Dec. 27, the Debtor will close the asset sale
            and deliver the net proceeds of such sale to White
            Oak after payment of all claims that are senior (after
            giving effect to all applicable intercreditor and
            subordination agreements) to the prepetition
            indebtedness owed to White Oak or that are secured by
            prior liens that are senior to the liens securing the
            prepetition indebtedness and applicable Carve Out,
            up to a maximum amount of $47 million of net proceeds
            to White Oak.

       vii) The Debtor and its advisors will provide White Oak
            and the Committee with telephonic reports of all sale
            efforts, expressions of interest and offers received,
            as requested and at least weekly, and with access to
            Lincoln and the Debtor's employees and security
            company.

      viii) The Debtor will keep White Oak and the Committee
            informed on a current basis of the status of all
            written proposals, offers, letters of intent and
            indications of interest for purchase of the Debtor's
            assets received and provide White Oak and the
            Committee with copies of all such proposals and other
            related communications received from third parties
            within one business day after the Debtor's receipt
            thereof.

   f. Prior to the closing of the asset sale, the Debtor will not
      use the Certificate of Deposit issued by Plains Commerce
      Bank, in the principal amount of $900,000, or any proceeds
      thereof, pledged to Plains Commerce Bank to support an
      irrevocable transferable standby letter of credit in favor
      of the South Dakota Animal Industry Board, as trustee,
      pursuant to the Packers and Stockyards Act of 1921 for
      any purposes without the joint written consent of the Agent
      and the Committee and the approval of the Court.

         About Northern Beef Packers Limited Partnership

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.


OCEAN 4660: Case Trustee Can Hire CBRE's Ken Pearson as Broker
--------------------------------------------------------------
Maria Yip, the Chapter 11 Trustee of Ocean 4660, LLC, sought and
obtained approval from the U.S. Bankruptcy Court to employ Ken
Pearson of CBRE as Real Estate Broker.  Ms. Yip requires the
services of a real estate broker to assist her in the marketing
and sale of the Debtor's property.

The Property is described by the Debtor in Schedule A is:

         4660 N Ocean Dr & 4660 El Mar Drive,
         Lauderdale-By-The-Sea, FL 33308
         147 Guest Room Beach-Front Hotel
         d/b/a Lauderdale Beachside Hotel

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

Upon the consummation of a sale of the Property in connection with
any purchase and sale agreement entered into by the Trustee during
the Term of the Agreement, at the price and terms set forth in the
Agreement or upon any terms acceptable to Trustee, the Broker
shall be paid 3.5% commission of the gross sales price to be
shared with any cooperating buyer's broker.

In the event a sale is not pursued, or if the Property is
transferred to the Lender in lieu of a sale (through credit bid or
foreclosure), then the Broker will be entitled to a break-up fee
of $40,000.

The Broker will be entitled to be reimbursed for any reasonable
and necessary expenses associated with the marketing and sale of
the Property, which will not exceed $10,000.

Attorney for the Chapter 11 Trustee can be reached at:

         Drew M. Dillworth, Esq.
         STEARNS WEAVER MILLER
         WEISSLER ALHADEFF & SITTERSON, P.A.
         Museum Tower Building, Suite 2200
         150 West Flagler Street
         Miami, FL 33130
         Tel: (305) 789-3200
         Fax: (305) 789-3395
         E-mail: ddillworth@stearnsweaver.com

                         About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OIL PATCH: Court Sends Case to Chapter 7 Liquidation
----------------------------------------------------
The U.S. Bankruptcy Court approved Oil Patch Brazos Valley, Inc.'s
motion seeking the conversion of its Chapter 11 case into one
under Chapter 7 of the Bankruptcy Code.

The Court finds that the case is not an involuntary case
originally commenced under chapter 11, that this case has not been
converted to a case under chapter 11 on any request other than the
Debtor's request, and that the Debtor is eligible to be a Debtor
under chapter 7.

As reported in the Troubled Company Reporter on Sept. 9, 2013, the
Debtor entered into a Loan and Security Agreement with FCC, LLC
d/b/a First Capital.  As of the Petition Date, the Debtor's
principal obligation to FCC under the Loan Agreement was
$7,721,755.34.

Before the bankruptcy filing, as the Debtor's customer payments
arrived, FCC applied them to the Debtor's Prepetition Obligation.
By June 24, 2013, FCC stopped advancing new funds to the Debtor
under the Loan Agreement.  Since FCC would not advance additional
funds, the Debtor was unable to satisfy its existing obligations
to its vendors and could not purchase additional inventory with
which to fulfill new orders from its customers.

Furthermore, the Debtor said it is unable to fulfill the
contractual obligations to deliver to several public entities,
including local counties and municipalities, resulting in a public
safety issue as these public entities have not been able to
provide fuel to critical emergency services, police and fire
departments, and other functions affecting general police powers.
With no working capital with which to operate, the Debtor filed
for bankruptcy to regain access to its working capital and to
address its obligations to its trade creditors and secured
creditors through a chapter 11 plan.

By early July 2013, the Debtor sought Court authority to use FCC's
cash collateral.  Although FCC initially opposed the request, the
Debtor was eventually able to negotiate an agreed interim order
with FCC for the cash collateral use through Aug. 2, 2013.
Subsequently, a second interim order allowed the Debtor to use
the cash collateral on a very limited basis through Aug. 30, 2013.
However, the Debtor said it was necessary to begin severely
cutting back its operations in order to stay within the budget.
Thus, the Debtor immediately began curtailing its fuel purchases
and cutting its staff, and began working to reduce the number of
trucks in its fleet by removing its equipment from its trucks and
returning some of them to leasing company Salem Leasing.

The Debtor said it hoped that while it was winding-down the
business, it would be able to locate a purchaser for its business
or a lender willing to extend debtor-in-possession financing.
Unfortunately, the Second Interim Order has expired and the Debtor
does not have a purchaser or new financing available to restart
operations.

The Debtor has attempted to negotiate with FCC for additional
interim use of cash collateral to allow it to continue the
liquidation process and allow more time for a sale.
Unfortunately, the parties have been unable to reach an agreement.

Because it does not believe that it could succeed in a contested
hearing over the continued cash collateral use and because it has
no other source of operating funds other than FCC's cash
collateral, the Debtor said it has no choice but to cease
operations and seek Chapter 7 conversion.

                          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., and Ruth E. Piller, Esq., at Okin &
Adams LLP, in Houston, Texas, represent 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.


ORAGENICS INC: Announces Successful Collaboration with Intrexon
---------------------------------------------------------------
Oragenics, Inc., announced that through its Exclusive Channel
Collaboration with Intrexon Corporation, a synthetic biology
company, preliminary experiments demonstrate that a genetically-
modified (GM) host can be engineered to produce improved titers of
OGEN's lead compound MU1140, progressing towards the commercial
production of lantibiotics, a novel-class of broad-spectrum
antibiotics.

The collaboration has also uncovered two new methods of purifying
its lead compound resulting in higher purity and yields of MU1140.
The next step will be to use the GM host to produce analogs of
MU1140 that are expected to demonstrate improved antimicrobial,
chemical and pharmacological properties, with the objective of
building a comprehensive antibiotic pipeline against various life-
threatening indications.

"The ability to produce MU1140 by fermentation was originally
thought not to be commercially feasible due to low titers and
purification issues.  The Oragenics-Intrexon ECC has shown that
the application of specific expertise in key areas may enable a
viable commercial strategy and ultimately bring these important
drugs into human clinical studies," stated Dr. John N. Bonfiglio,
chief executive officer of Oragenics.  "Preclinical development
plans are currently being designed by our R&D team, which includes
well-respected experts in the area of antibiotic
commercialization," Dr. Bonfiglio further stated.

In June 2012, Oragenics and Intrexon entered into an ECC to
develop and commercialize lantibiotics for the treatment of
infectious diseases.  The companies are pursuing a pipeline of new
lantibiotics that are particularly active against a variety of
Gram positive bacteria that are resistant to drugs of last resort.

On Sept. 12, 2013, StreetWise Reports published an interview with
Keith Markey, Ph.D., a Griffin Securities, Inc., equities analyst,
which included comments about the Company.  The Company has an
existing advisory relationship with Griffin.  Dr. Markey's
comments during the interview relating to the Company are
excerpted and available for free at http://is.gd/PriOkI

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.  As of June 30,
2013, the Company had $7.07 million in total assets, $1.38 million
in total liabilities, all current, and $5.68 million in total
shareholders' equity.



PATRIOT COAL: Peabody Wants Healthcare Obligations Terminated
-------------------------------------------------------------
Peabody on Sept. 13 asked the bankruptcy court to confirm the
termination of its contractual obligation to fund certain of
Patriot Coal's retiree healthcare benefits.

Under Patriot Coal's new labor agreements with the UMWA, its
obligation to pay healthcare benefits for its retirees will
terminate by January 1, 2014.  Under the terms of Peabody's
contract with Patriot, its obligation to fund certain of Patriot's
retiree healthcare liabilities will terminate at the same time.

After Patriot's obligations to provide retiree healthcare benefits
end, a Voluntary Employee Beneficiary Association (VEBA) will
provide healthcare benefits to Patriot retirees.

Despite the impending conclusion of Peabody's contractual
obligations to fund Patriot's liabilities, Peabody has made
several offers to contribute substantial funding to the newly-
established VEBA.  Unfortunately, the UMWA has continued to
grandstand, and will have to explain to its members why it chooses
to posture while denying them significantly greater retiree
healthcare benefits.

The UMWA's unreasonable position has left Peabody with no
plausible avenue but to protect its legal rights.

                        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 Corporation on Sept. 6 filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the Eastern District of
Missouri as contemplated by the terms of Patriot's Debtor-in-
Possession financing.

The Company anticipates filing its Disclosure Statement with the
Bankruptcy Court this week, which will contain additional details
about the proposed Plan.


PENN TREATY: Broadbill Says Plan Fails to Address Rate Increase
---------------------------------------------------------------
Broadbill LP submitted formal comments on the Plan of
Rehabilitation filed by the Pennsylvania Insurance Commissioner
and Rehabilitator for two of Penn Treaty's subsidiaries, Penn
Treaty Network American Insurance Company and American Network
Insurance Company on April 30, 2013.  Broadbill LP had noted in
the Comments that the Plan fails to address the Amended Order and
Memorandum Opinion dated Dec. 28, 2012, issued by the Commonwealth
Court of Pennsylvania, which directs the Commissioner to include
actuarially justified long-term-care rate increases in his
rehabilitation plan for the Companies and notes that such a rate
increase is "critical" to ensuring the Companies' solvency.

In the comments Broadbill LP notes that without an appropriate and
timely rate increase, any plan of rehabilitation for the Companies
risks becoming a liquidation.  Broadbill LP also notes that while
the Plan does leave open the possibility of rate increases in the
future, that option will be useful to the Companies only if
promptly exercised.  Therefore Broadbill LP urges the Court to
require that the Commissioner's Plan address a rate increase as
soon as possible and requests that early dates be set to address
the appropriate rate increases.

Broadbill Partners GP, LLC, and its affiliates disclosed that as
of Aug. 30, 2013, they beneficially owned 1,866,789 shares of
common stock of Penn Treaty American Corporation representing 8
percent of the shares outstanding.

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

                        http://is.gd/5q9voq

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of
Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PINNACLE FOODS: S&P Assigns 'BB-' Rating to $525MM Term Loan H
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Pinnacle Foods Finance LLC's (wholly owned subsidiary of
Pinnacle Foods Inc.) $525 million term loan H.  S&P had previously
rated the tranche as an add-on to the company's term loan G, but
the transaction was subsequently changed to a new tranche.  S&P
assigned a recovery rating of '2', indicating its expectations for
substantial (70% to 90%) recovery in the event of a payment
default.  Proceeds, along with cash, will be used to finance the
acquisition of the Wish-Bone salad dressings business from
Unilever PLC for approximately $580 million.  All other ratings
remain unchanged, including the company's 'B+' corporate credit
rating.

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 Finance LLC
Corporate Credit Rating      B+/Stable

NEW RATING
                              TO
$525 mil. term loan H         BB-
  Recovery rating             2


PLANT INSULATION: Revocable Sale Is Nonetheless Moot If Appealed
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an appeal from an order approving a sale must be
dismissed even though the sale might be rescinded, a district
judge in San Francisco ruled last week.

According to the report, in an asbestos Chapter 11 reorganization,
an insurance company elected to pay $53 million in return for
designation as a settling insurer and being covered by an
injunction barring further suits.  In return, the bankrupt company
sold the policy back to the insurance company.

The report notes that another insurance company appealed, without
obtaining a stay pending appeal. U.S. District Judge Richard
Seeborg dismissed the appeal under the authority of Section 365(m)
of the Bankruptcy Code.  That section bars an appeal from a sale-
approval order unless the order was stayed during appeal.

The report discloses that the objecting insurance company argued
on appeal that the sale wasn't final because the Chapter 11 plan
provided that the sale could be rescinded if the confirmation
order were set aside in a separate appeal.  Judge Seeborg rejected
the argument, pointing to authority from the U.S. Court of Appeals
in San Francisco saying that the sale need not be "irreversible"
before Section 363(m) kicks in.

The case is U.S. Fidelity & Guaranty Co. v. Official Committee of
Plant Insulation Co., (In re Plant Insulation Co.), 13-cv-01666,
U.S. District Court, Northern District of California (San
Francisco).


PLUG POWER: Hans P. Black Held 6.2% Equity Stake as of Sept. 6
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Hans P. Black and his affiliates disclosed
that as of Sept. 6, 2013, they beneficially owned 6,129,000 shares
of common stock of Plug Power Inc. representing 6.17 percent of
the shares outstanding.  Mr. Black previously reported beneficial
ownership of 7,839,000 common shares or 9.72 percent equity stake
as of June 10, 2013.  A copy of the regulatory filing is available
for free at http://is.gd/uDtICb

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of June 30, 2013, the Company had $36.38 million in total
assets, $26.96 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock and $6.96 million
in total stockholders' equity.

                        Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in the
quarterly report for the period ended June 30, 2013.


POLYMEDIX: Cellceutix Completes Acquisition of Assets
------------------------------------------------------
Cellceutix Corporation on Sept. 16 provided shareholders an update
regarding the Company's recent acquisition of the assets of
PolyMedix.  In the acquisition announced September 9, 2013,
Cellceutix acquired substantially all of the assets of PolyMedix,
including multiple compounds, two of which were in clinical
trials, equipment assets at the former PolyMedix headquarters, as
well as the Intellectual Property relating to drugs in the
pipeline.

The Company has decided to immediately advance the Brilacidin
compound portfolio asset.  The Company now has in its possession
all of the research data from the PolyMedix pipeline, including
the Phase 2a clinical data from the antibiotic Brilacidin.  The
plan is to immediately advance Brilacidin into a Phase 2b clinical
trial for acute bacterial skin and skin structure infections, or
ABSSSI.  Under the initiatives of the GAIN Act (Generating
Antibiotic Incentives Now) passed in 2012, the Company intends to
pursue an expedited regulatory review process, which can include
Fast Track designation, for Brilacidin.

Brilacidin has also demonstrated potent activity as a potential
new therapeutic for oral mucositis, an often-serious complication
of chemotherapy and radiation therapy for cancer.  Prior to
PolyMedix's bankruptcy, the company had communicated with the U.S.
Food and Drug Administration and was near completion of an
Investigational New Drug application to move the drug into a Phase
2 trial for oral mucositis.  Cellceutix has prioritized to
complete this process and submit the application to the U.S. Food
and Drug Administration.  It is the Company's understanding that
oral mucositis is a qualifying condition under the Orphan Drug
Act, a designation that Cellceutix intends to pursue.

Additionally, Cellceutix is now studying scientific data that show
Brilacidin as a potential treatment for other indications.  An
examination of data and collaboration with researchers has shown a
strong potential for Brilacidin for inflammatory bowel diseases,
such as Crohn's disease, as well as wound infections.  After
studies are completed at Cellceutix, the Company will update
shareholders on its plan going forward, particularly on Crohn's
disease.

The Company has also started reviewing other newly acquired
compounds and, in particular, sees strong possibilities in PMX-
10098 for fungal infections.  The Cellceutix team intends to
immediately begin further research.

Chief Executive Officer of Cellceutix, Leo Ehrlich commented, "The
energy at Cellceutix is very high as we believe we hit a home run
with the PolyMedix acquisition, especially as it pertains to
Brilacidin.  The reality of owning these assets is now beginning
to set in.  With Brilacidin, there is very little work to be done
to advance this compound into two different Phase 2 clinical
trials.  Brilacidin is the 'low hanging fruit' in this acquisition
with tremendous upside potential.  We believe that the clinical
development of the Brilacidin franchise will firmly stamp our name
in the lucrative and rapidly growing antibiotic industry.  The
only feeling that parallels my pride in our accomplishments to
date is my excitement for the future."

                             Bankruptcy

As reported by the Troubled Company Reporter on September 10,
2013, PolyMedix filed for Chapter 7 bankruptcy protection on
April 1, 2013.  Following a due diligence process, Cellceutix
submitted a "stalking horse" bid for the PolyMedix assets in
August.  On Wednesday, September 4, the Bankruptcy Court for the
District of Delaware approved the asset purchase agreement.  In
the transaction, Cellceutix assumes none of the debt associated
with PolyMedix.  The purchase price was $2.1 million in cash and
1.4 million shares of CTIX stock.

                         About PolyMedix

Headquartered in Radnor, Pennsylvania, PolyMedix, Inc. --
http://www.polymedix.com-- is a clinical-stage biotechnology
company.  PolyMedix is engaged in developing small-molecule drugs
for the treatment of serious acute care conditions.  The Company
has created defensin mimetic antibiotic compounds, heparin
antagonist compounds, and other drug compounds intended for human
therapeutic.  The Company has internally created a pipeline of
infectious disease, cancer supportive care and cardiovascular
product candidates.  The Company's product includes PMX-30063 and
PMX-60056 and other PMX defensin-mimetics.  In February 2011, the
Company completed and announced positive results from a
randomized, double-blind, placebo-controlled Phase I exposure-
escalation clinical study where it evaluated the safety and
pharmacokinetics of PMX-30063 in once-daily dosing up to 14 days.

                          About Cellceutix

Headquartered in Beverly, Massachusetts, Cellceutix --
http://www.cellceutix.com-- is a publicly traded company under
the symbol "CTIX".  Cellceutix is a clinical stage
biopharmaceutical company focused on developing and
commercializing its pipeline of compounds for novel therapies in
areas of serious unmet medical need, including cancer, psoriasis
and antibiotic applications.


PONTIAC CITY: Council Challenges Rules Left Behind by Manager
-------------------------------------------------------------
Dustin Blitchok at Oakland Press reports that Lou Schimmel lit a
fuse on September 2, and the bomb went off on Sept. 5 night.

According to the report, the former emergency manager's final
order, issued September 12, outlines the mayor, council and city
administrator's powers while the city is overseen by a
Receivership Transition Advisory Board.  Council members and
several residents said they feel the order is overreaching and
violates the City Charter, the report relates

"The financial emergency no longer exists, but the emergency
management still exists," said Councilman Kermit Williams at Sept.
5 council meeting, the report notes.

The report relates that Ms. Schimmel, the city's third emergency
manager, resigned Sept. 9, leaving behind a two-year budget.

"I thought that when Ms. Schimmel left, it would be alright," said
Joyce Allen, asking whether the council would have any power
during the city's transition period, the report notes.  Ms. Allen
is a longtime resident and trustee on the Pontiac Public Library
Board.

Gov. Rick Snyder appointed a Receivership Transition Advisory
Board to the city.  Its members are Schimmel, Deputy Oakland
County Executive Bob Daddow, Rochester Hills Finance Director
Keith Sawdon and Ed Koryzno, administrator of the Michigan
Department of Treasury's Office of Financial Responsibility.  The
board is expected to meet monthly.

"We were not part of a transition.  We had zero input in a
selection of a board," the report quoted Pontiac City Council
President Lee Jones as saying.  "This is so convoluted, it's
scary," he said in reference to the 13-page final order, Mr. Jones
added, the report relays.

Mayor Leon Jukowski said he's disappointed.  "I was led to believe
until about three days ago that we were going to essentially have
the mayor and council. . . . There are sort of two paths to go: We
can sort of fight everything that's there, or figure out how we
operate with everything in place," the report quoted as Mayor Leon
Jukowski as saying.

The report relates that Ms. Schimmel's final order designates the
city administrator to make financial decisions up to US$10,000 in
value and to consult with council before spending between
US$10,000.01 and US$50,000.  Decisions involving more than
US$50,000 require Transition Advisory Board approval.

The report recalls that early in Sept. 5 meeting, Mr. Jones called
for a five-minute recess and the council filed into an adjoining
room to talk, an apparent violation of the Open Meetings Act.


PREFERRED SANDS: May Seek Chapter 11 Protection
-----------------------------------------------
Emily Glazer and Ryan Dezember, writing for Daily Bankruptcy
Review, reported that Preferred Sands Holding Co., a closely held
supplier to shale-oil drillers, has hired restructuring advisers
as it battles a high debt load and weak operating results, people
familiar with the matter said.


R-G PREMIER: Insurer Denies Liability in FDIC Suit Over Collapse
----------------------------------------------------------------
Law360 reported that XL Specialty Insurance Co. told a Puerto
Rican federal judge that it's not liable for covering a
$417 million lawsuit alleging 19 former directors and officers of
Puerto Rico's R-G Premier Bank helped precipitate one of the
largest bank failures in the island's history.

According to the report, XL filed a motion for partial summary
judgment in the Federal Deposit Insurance Corp.'s suit against the
R-G directors and officers, saying a prior acts exclusion in a
policy it issued to the bank precludes coverage for any lawsuit.

The case is Federal Deposit Insurance Corporation v. Galan-Alvarez
et al, Case No. 3:12-cv-01029 (D.P.R.) before Judge Carmen C.
Cerezo.

                         About R-G Premier

R-G Premier Bank of Puerto Rico in Hato Rey, P.R., was closed on
April 30, 2010, by the Office of the Commissioner of Financial
Institutions of the Commonwealth of Puerto Rico, which appointed
the Federal Deposit Insurance Corporation as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Scotiabank de Puerto Rico of San Juan,
P.R., to assume all of the deposits of R-G Premier Bank of Puerto
Rico.


REALOGY CORP: Extends Apple Ridge Facility Until September 2014
---------------------------------------------------------------
Realogy Group LLC, an indirect subsidiary of Realogy Holdings
Corp., and its subsidiaries amended and extended the existing
Apple Ridge Funding LLC securitization program utilized by Realogy
Group's relocation services operating unit, Cartus Corporation.
The amendment and extension was effected pursuant to the Eighth
Omnibus Amendment, dated as of Sept. 11, 2013, by and among
Cartus, Cartus Financial Corporation, Apple Ridge Services
Corporation, Apple Ridge Funding LLC, Realogy Group, U.S. Bank
National Association, as indenture trustee, paying agent,
authentication agent, and transfer agent and registrar, the
managing agents party to the Note Purchase Agreement, and Credit
Agricole Corporate and Investment Bank, as administrative agent
and lead arranger.  The managing agents that are parties to the
Note Purchase Agreement dated as of Dec. 14, 2011, are CA-CIB, The
Bank of Nova Scotia, Wells Fargo Bank, National Association, and
Barclays Bank PLC.

Under the terms of the Eighth Omnibus Amendment, the program has
been extended until Sept. 10, 2014, subject to extension for an
additional period of 364 days from the date that is 90 days prior
to the expiration of the then existing term.  The maximum
borrowing under the facility remains at $325 million, based upon
the amount of eligible assets being financed at any given point in
time.

The participants in the Apple Ridge facility and the indenture
trustee and their respective affiliates have performed and may in
the future perform, various commercial banking, investment banking
and other financial advisory services for Realogy Holdings and its
subsidiaries for which they have received, and will receive,
customary fees and expenses.

A copy of the Eight Omnibus Amendment is available for free at:

                         http://is.gd/Q9te3Y

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

As of June 30, 2013, the Company had $7.29 billion in total
assets, $5.75 billion in total liabilities and $1.54 billion in
total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


REID PARK: Court Enters Final Decree Closing Reorganization Case
----------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona on Aug. 26 entered a final decree closing the
Chapter 11 case of Reid Park Properties, LLC.

WBCMT 2007-C31 South Alvernon Way, LLC, asked the Court to close
the Debtor's case and no parties-in-interest had filed objections
to the motion.

As reported in the Troubled Company Reporter on May 3, 2013, Judge
Hollowell denied Transwest Partners, LLC, et al.'s motion for
reconsideration or clarification with respect to the order
confirming of a lender's Plan of Reorganization for Reid Park
Properties.

In an order dated March 4, 2013, the Bankruptcy Court denied
confirmation of the Debtor's Fifth Amended and Modified Plan of
Reorganization, and confirmed WBCMT 2007-C31 South Alvernon Way,
LLC's First Amended Plan of Reorganization for the Debtor.

                           Lender's Plan

As reported in the TCR on March 26, 2013, under the Lender's
second amended modifications to its First Amended Plan of
Reorganization, the Debtor will convey the Doubletree Hotel Tucson
at Reid Park located at 445 South Alvernon Way, in Tucson,
Arizona, and all related personal property to the Plan Transferee.
The Lender's secured claim will not be discharged, but will be
assumed by the Plan Transferee on the Effective Date.  The Plan
Transferee will take title to the Hotel and all related personal
property subject to the Allowed Lender Secured Claim and will
arrange for a professional hotel management company to continue
operating the Hotel as a DoubleTree.

The Secured Lender said its Plan proposes a better alternative for
creditors than the Debtor's Fifth Amended Plan of Reorganization
because its plan provides a substantial 25% distribution to
general unsecured creditors.

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms.  It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RESIDENTIAL CAPITAL: Wins Approval for FGIC Settlement
------------------------------------------------------
Residential Capital LLC, the bankrupt mortgage company, won
bankruptcy court approval for a $6.85 billion settlement with bond
insurer Financial Guaranty Insurance Co. from a bankruptcy judge
who said the evidence "overwhelmingly" supported the compromise.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FGIC had begun lawsuits and filed $5.55 billion in
claims against New York-based ResCap and affiliates, claiming it
was fraudulently induced into insuring mortgage-backed bonds.  The
bondholders' indenture trustees, FGIC and ResCap negotiated a
three-way settlement that came to bankruptcy court for an approval
hearing last month.  The sole remaining objection came from an ad
hoc group holding $714 million in 9.625 percent junior notes
issued by ResCap, the mortgage-servicing affiliate of non-bankrupt
Ally Financial Inc. U.S. Bankruptcy Judge Martin Glenn reviewed
the evidence, wrote a 53-page opinion Sept. 13 and approved the
settlement.  Judge Glenn rejected the noteholders' factual and
legal arguments.

The report notes that Judge Glenn said the settlement was in the
best interests of bondholders insured by FGIC.  He also concluded
that the indenture trustees acted in good faith and in the
holders' best interests in agreeing to the settlement.  Judge
Glenn's findings might preclude dissidents from attacking the
indenture trustees in other courts.

The report relates that the settlement calls for FGIC to waive
claims, which might total as much as $6.85 billion, according to
an expert witness.  In return for cancellation of the policies,
FGIC will pay $253.3 million to the indenture trustees.  In
addition, FGIC will be given unsecured claims totaling $934
million, projected for a $206.5 million recovery under ResCap's
pending reorganization plan.  Judge Glenn approved disclosure
materials, allowing ResCap creditors to vote on the reorganization
plan in anticipation of a Nov. 19 confirmation hearing.

The report states that the plan will be funded partly by a $2.1
billion settlement payment from Ally.  The settlement would give
Ally freedom from most lawsuits.  Holders of ResCap's $2.147
billion in general unsecured claims are slated for a 36.3 percent
recovery, according to the disclosure statement.  Unsecured
creditors with $2 billion in claims against the so-called GMACM
companies are predicted to have a 30.1 percent recovery.

                    Freddie Mac Drops Objections

Federal Home Loan Mortgage Corporation ("Freddie Mac") and certain
hedge funds withdrew their objections to the settlement among the
Debtors, the Federal Guaranty Insurance Corporation, FGIC Trusts,
and certain institutional investors.

Peter S. Goodman, Esq., and Michael R. Carney, Esq., at McKool
Smith, P.C., in New York, represent Freddie Mac.

Marc Abrams, Esq., Joseph T. Baio, Esq., Mary Eaton, Esq., and
Paul Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York,
represent hedge funds Monarch Alternative Capital LP, Stonehill
Capital Management LLC and Bayview Fund Management LLC, each in
its capacity as investment advisor and/or manager to certain
funds, and for CQS ABS Master Fund Limited and CQS ABS Alpha
Master Fund Limited.

The settlement agreement involves 47 separate securitizations with
securities insured by FGIC.  The Settlement Agreement provides for
broad releases of claims asserted by both FGIC and the FGIC
Trustees in connection with the FGIC Insured Trusts.  The
settlement would reduce FGIC's claim from $5.5 billion to $596.5
million and would terminate insurance policies guaranteeing
the payment of principal and interest on mortgage-backed
securities it holds that were issued or serviced by ResCap.

                     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).


RESIDENTIAL CAPITAL: Examiner Balks at "Illusory Concern"
---------------------------------------------------------
Arthur J. Gonzalez, the examiner appointed by the U.S. Bankruptcy
Court for the Southern District of New York in the Chapter 11
cases of Residential Capital, LLC and its affiliated debtors,
responded to the Debtors' concerns regarding the proposed transfer
of the document depository at this time, saying the Debtors'
contention that the transfer is disruptive of the confirmation
process reflects an "illusory concern."

The Debtors' response, according to the Examiner's counsel, Howard
Seife, Esq., at Chadbourne & Parke LLP, in New York, is grounded
on the misconception that transfer of the Document Depository from
the Examiner's professionals to an interested party with a
continuing role in the proceedings will somehow be a "massive"
undertaking that "could complicate Plan discovery."  In reality,
transfer of the Document Depository will be akin to handling over
the keys to a car, and will involve hardly any more complicated or
cumbersome a process, Mr. Seife tells the Court.

Mr. Seife explains that if the interested party assuming custody
of the Document Depository opts to maintain the same vendor
currently administering the Document Depository, then the transfer
will merely require that administrator rights be given to the
transferee interested party and terminated for the Examiner's
professionals.  The custody transfer process will not require the
movement, copying or transport of any physical documents, as the
Examiner is simply requesting Court authorization to transfer the
electronic Document Depository.

Accordingly, the Examiner maintains that its requests for
discharge and transfer the Document Depository be approved.

The Examiner is also represented by David M. LeMay, Esq., at
Chadbourne & Parke LLP, in New York.

                     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).


RESIDENTIAL CAPITAL: Says PNC Bank Seeking Unprecedented Relief
---------------------------------------------------------------
Residential Capital LLC and its affiliates assert that the
response of PNC Bank, N.A., did not address the primary objection
levied by the Debtors -- that PNC lacks any basis for the rights
it asserts in its claim.  Instead, the Debtors contend, PNC
attempted to elect disallowance and conditional withdrawal of its
claim pursuant to Section 502(e)(1) of the Bankruptcy Code and
purported to reserve its right with respect to the claim and
matters not currently before the Court, such as PNC's alleged
rights to subrogation from the plaintiffs in the class action
captioned In re Community Bank of Northern Virginia Second
Mortgage Lending Practice Litigation, MDL No. 1674, Case Nos.
03-0425, 02-01201, 05-0688, and 05-1386.

According to Steven J. Reisman, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle LLP, in New York, PNC seeks to have it both ways --
to evade responding to the substantive bases justifying
disallowance and expungement of its claim while preserving its
right to reassert the meritless claim at a later date.  Granting
PNC this unprecedented relief would delay final judgment on the
PNC Claim indefinitely, interfere with the Debtors' efforts to
emerge from bankruptcy, and result in the unnecessary expenditure
of estate resources, Mr. Reisman asserts.  The Court can and
should avoid this outcome by (a) denying PNC's proposed
conditional withdrawal, and (b) disallowing and expunging the PNC
Claim, the Debtors ask.

As reported in the Sept. 12, 2013 edition of the TCR, Residential
Capital and its affiliates ask the Court to disallow and expunge
Claim No. 4760 filed by PNC Bank, N.A., against Debtor Residential
Funding Company, LLC, on the grounds that there does not exist any
statutory or contractual basis for the PNC Claim.  In the
alternative, should the Court find that PNC has a basis for a
contribution/indemnification claim against the Debtors alleged in
the PNC Claim, the Debtors assert that the PNC Claim must be
disallowed pursuant to Section 502(e)(1)(B) of the Bankruptcy
Code.

In its response to the objections, PNC Bank vigorously disputes
that the claims asserted are without substantive basis under
applicable non-bankruptcy law but acknowledges that the claims
remain contingent and unliquidated, and are therefore subject to
disallowance under Section 502(e)(1) of the Bankruptcy Code.
Accordingly, PNC states that it does not object to disallowance
solely under, and by operation of, Section 502(e)(1), and will
withdraw the Proof of Claim on that basis.

Notwithstanding that PNC has acknowledged that the Proof of Claim
is subject to disallowance under Section 502(e)(1), PNC reserves,
among other things, its rights to subrogation to distributions
made on any proofs of claim filed in this proceeding by or on
behalf of any named or putative class plaintiffs in the MDL as and
when any right will arise.

Vincent J. Marriott, Esq., and Sarah Schindler-Williams, Esq., at
BALLARD SPAHR LLP, in Philadelphia, Pennsylvania, represent PNC.

The Debtors are represented by their conflicts counsel Michael A.
Cohen, Esq., Jonathan J. Walsh, Esq., and Maryann Gallagher, Esq.,
at CURTIS, MALLET-PREVOST, COLT & MOSLE LLP, in New York; and
their litigation counsel K. Lee Marshall, Esq., at BRYAN CAVE LLP,
in San Francisco, California, and Michael G. Biggers, Esq., and
Darci F. Madden, Esq., at BRYAN CAVE LLP, in St. Louis, Missouri.

                     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).


RESIDENTIAL CAPITAL: Morrison & Foerster Trims $23-Mil. Fees
------------------------------------------------------------
Morrison & Foerster LLP, the lead bankruptcy counsel for
Residential Capital, LLC, and its debtor affiliates, agreed to
reduce the $23.1 million aggregate amount it requested for payment
of its fees and reimbursement of expenses incurred for the period
from Jan. 1 through April 30, 2013.

MoFo's agreement to reduce its fees, with the reduction totaling
$39,526, came after the U.S. Trustee objected to the firm's
interim fee application.  The U.S. Trustee complained of vague
time entries and excessive attorney time, specifically pointing
out to the 217 hours billed by senior of counsel Kenneth Kohler
for the month of January.  The U.S. Trustee complained that Mr.
Kohler's time was billed without additional information.  MoFo
explained that Mr. Kohler, who has approximately 25 years of
practice experience in corporate transactions and mergers and
acquisitions, is one of the principal MoFo attorneys responsible
for documenting and successfully closing the Debtors' whole loan
sale with Berkshire Hathaway Inc. and mortgage servicing and
origination business sale with Ocwen Loan Servicing, LLC, and
Walter Investment Management Corporation.

                     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).


RESTIVO AUTO: Dist. Ct. Upholds Susquehanna's Rights on 2 Lots
--------------------------------------------------------------
In the appeals case, UNITED STATES OF AMERICA/INTERNAL REVENUE
SERVICE, Appellant v. SUSQUEHANNA BANK, Appelle, CIVIL ACTION NO.
ELH-12-3597, ADVERSARY NO. 11-734,, CASE NO. 11-18718, (D. Md.),
the IRS appealed the grant of summary judgment by a Maryland
district court in favor of Susquehanna Bank.  The IRS and
Susquehanna dispute which party has priority over the proceeds
from the sale of certain real property owned by Restivo Auto Body,
Inc., a debtor in an underlying Chapter 11 bankruptcy proceeding.

In January 2005, Restivo borrowed about $1 million from
Susquehanna and, as security for the loan, executed and delivered
to Susquehanna an indemnity deed of trust (IDOT) in two parcels of
real property owned by Restivo in Eldersburg, Maryland, one of
which was improved and the other of which was unimproved.  After
Restivo delivered the deed of trust to Susquehanna, but before
Susquehanna recorded the deed in the Land Records of Carroll
County, the IRS filed a Notice of Federal Tax Lien against all
property and rights to property owned by Restivo, due to unpaid
employment taxes.

In Restivo's subsequent bankruptcy proceeding, the Bankruptcy
Court issued an order authorizing the sale of the unimproved
property, and Susquehanna initiated an adversary proceeding to
determine the priority of its interest in the Property vis-a-vis
the priority of the IRS's interest.  Susquehanna and the IRS filed
cross-motions for summary judgment, and the Bankruptcy Court ruled
in favor of Susquehanna.

In an Aug. 12, 2013 ruling, District Judge Ellen Lipton Hollander
affirmed the Bankruptcy Court judgment.

"Susquehanna, as a lender for value, was entitled under Maryland
law to the protection afforded to a bona fide purchaser. The IRS
was entitled only to the most favorable treatment due to a
judgment lien holder under Maryland law.  And, Susquehanna
received its IDOT before the IRS's tax lien was recorded.
Therefore, Susquehanna's IDOT would take priority over the IRS's
lien, even if Susquehanna had never recorded the IDOT," the judge
opined.

A copy of the District Court's Aug. 12, 2013 Memorandum Opinion is
available at http://is.gd/aJWRxIfrom Leagle.com.


RGR WATKINS: Georgia Office Complex Files Chapter 11 in Tampa
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Watkins Business Center in Norcross,
Georgia, filed a petition for Chapter 11 protection (Bankr. M.D.
Fla. Case No. 13-bk-12147) on Sept. 12, 2013, in Tampa, Florida.

According to the report, the project has 25 one-story office
buildings with 514,000 square feet on a 41-acre parcel.  The
project is 44 percent occupied.  The owner RGR Watkins LLC bought
the property in 2007 for $37 million, paying the purchase price
with a mortgage and $16 million in equity.

The report discloses that in 2011, CSMI Investors LLC bought the
mortgage, on which $23 million is now owing.  Revenue this year
through August was $758,000, according to a court filing.  The
owner intends to convert the project to condominium ownership.


RICHMOND, CA: BlackRock Bid to Block Plan Seen as Premature
-----------------------------------------------------------
Karen Gullo, writing for Bloomberg News, reported that BlackRock
Inc.'s request with other bondholders for a court order to block a
plan by Richmond, California, to take over underwater mortgages
through eminent domain is "not ripe," a federal judge said while
declining for now to issue an injunction against the city.

According to the report, U.S. District Judge Charles Breyer in San
Francisco said during a 40-minute hearing on Sept. 13 that the
bank trustees for the bondholders could renew their request for an
injunction if Richmond's city council votes to begin seizing the
loans.

While lawyers for the trustees argued that such a vote is just
"ministerial" and the city is "committed" to implement the plan,
Breyer said courts shouldn't "jump in" before other steps are
completed to allow seizure of the loans, the report related.

"That's called the democratic process," Breyer said, the report
further related.  He didn't rule on the merits of the bondholders'
lawsuit, which alleges that taking control of loans through
eminent domain violates the U.S. Constitution.

Breyer said he will issue a ruling Sept. 16 on an injunction and
the city's request to dismiss the case, the report added.  He said
that he could put the case on hold, rather than dismiss it. He
gave attorneys for the banks and the city until Sept. 14 to file
arguments.

The city's plan violates constitutional protections governing
private contracts, interstate commerce and the taking of private
property for public use without just compensation, according to
complaints filed by Wells Fargo & Co., Deutsche Bank AG and Bank
of New York Mellon Corp. on behalf of investors that hold bonds
backed by the Richmond mortgages, the report added.  The investors
include Pacific Investment Management Co. and DoubleLine Capital
LP.


ROCKWOOD SPECIALTIES: S&P Raises Unsecured Notes Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue ratings on
specialty chemical company Rockwood Specialties Group Inc.'s
unsecured notes to 'BB+' (the same as the corporate credit rating)
from 'BB'.  At the same time S&P revised its recovery rating on
the notes to '3' from '5'.  The '3' recovery rating indicates
S&P's expectation for meaningful recovery (50% to 70%) in the
event of a payment default.

S&P's 'BB+' corporate credit rating, positive rating outlook, and
'BBB' rating on the senior secured debt remain unchanged.

The rating actions follows the company's announcement that it has
paid down nearly $900 million in term loans.  S&P withdrew its
'BBB' issue rating and '1' recovery rating on the term loans.

                         RECOVERY ANALYSIS

   -- S&P completed a review of the recovery analysis for Rockwood
      Specialties Group following its repayment of the term loans.
      The issue-level and recovery ratings for the first-lien
      revolving credit facility are unchanged at 'BBB' and '1'.
      The issue-level rating on the unsecured notes is now 'BB+'
      with a '3' recovery rating.  S&P continues to value the
      company on a going-concern basis using a 6.0x multiple of
      our projected emergence EBITDA.  S&P estimates that for
      Rockwood Group to default, EBITDA would need to decline
      significantly, representing a material deterioration from
      the current state of the business.

Simulated default and valuation assumptions:

   -- Year of default: 2018

   -- EBITDA at emergence: $365 mil.

   -- Implied EV multiple: 6.0x

Simplified waterfall:

   -- Net recovery value (after 5% admin. costs): $2.08 bil.

   -- Valuation split in % (obligor/nonobligors): 79%/21%

   -- Priority claims: $33.5 mil.

   -- Collateral for secured creditors: $827.8 mil.

   -- First-lien claims: $186.8 mil.

   -- Recovery expectation: 90%-100%

   -- Residual for unsecured claims: $852.9 mil.

   -- Senior unsecured claims: $1.30 bil.

   -- Recovery expectation: 50%-70%

Note: All debt amounts at default include six months accrued
prepetition interest. Collateral value equals asset pledge from
obligors less priority claims plus equity pledge from nonobligors
after nonobligor debt.

RATINGS LIST

Rockwood Specialties Group Inc.
Corporate Credit Rating                  BB+/Positive/--
Senior Secured                           BBB
   Recovery Rating                        1

Ratings Raised; Recovery Rating Revised
                                          To            From
Rockwood Specialties Group Inc.
Unsecured Notes                          BB+           BB
   Recovery Rating                        3             5

Ratings Withdrawn

Rockwood Specialties Group Inc.
Senior Secured Term Loan A Due 2017      N.R.           BBB
   Recovery Rating                        N.R.           1
Senior Secured Term Loan B Due 2018      N.R.           BBB
   Recovery Rating                        N.R.           1


SABRE HOLDINGS: S&P Revises Outlook to Neg. & Retains 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Southlake, Texas-based travel technology company Sabre
Holdings Corp. and Sabre Inc. to negative from stable.  The
corporate credit remains 'B'.

At the same time, S&P assigned a 'B' issue-level rating (the same
as the corporate credit rating) to the company's proposed
$300 million incremental term loan due 2019, with a recovery
rating of '3', indicating S&P's expectation of meaningful (50% to
70%) recovery for shareholders in the event of a payment default.

"The proposed transaction will help Sabre fund the working capital
needs at its Travelocity unit. Sabre recently entered into a
strategic marketing agreement with Expedia whereby Expedia will
power Travelocity's websites in the U.S. and Canada and provide
Expedia's supply and customer services to Travelocity starting in
2014," said credit analyst Andy Liu.  "Because travelers typically
pay for travel upfront to online travel agencies (OTAs) with
disbursement to hotel suppliers by OTAs taking place after the
stay has been completed months later, OTAs benefits from working
capital as a source of cash.  With the Expedia agreement,
Travelocity will cease to be the merchant of record (i.e., it
won't collect the upfront booking payment by travelers) and its
previous working capital benefit will reverse."

The rating outlook is negative.  This reflects S&P's expectation
that the company will exhibit slow revenue and EBITDA growth in
2013 and 2014 and that the company will have discretionary cash
flow deficits in 2013 and 2014.

Sabre's performance has been below S&P's expectations because one
of its major GDS customers moved to dual sourcing travel inventory
information, away from sole sourcing from Sabre.  Additionally,
the unwinding of working capital benefits at Travelocity and its
temporary negative impact to discretionary cash flow will reduce
Sabre's ability to handle any adverse legal outcomes and any
unexpected softening of business performance.  The maintenance
financial covenant under Sabre's credit facility does not come
into effect until usage exceed 20% of aggregate commitment after
excluding first $50 million of letters of credit.  However, if
Sabre is unable maintain at least a 15% prospective margin of
compliance to its financial covenant (thus ensuring sufficient
liquidity), S&P could lower the rating.

On the other hand, S&P could revise the outlook back to stable if
it become convinced that there won't be additional unexpected
sizable cash usage in 2013 and 2014, assuming operating
performance is steady or improving.


SABRE INC: New $300MM Senior Term Loan Gets Moody's B1 Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to a $300 million
senior secured term loan B add-on offered by Sabre, Inc., a wholly
owned subsidiary of Sabre Holdings Corporation. All other ratings
were affirmed, including Sabre's B2 Corporate Family Rating. The
ratings outlook remains stable.

Proceeds from the term loan will be used to fund: (i) the working
capital unwind (merchant payables) and restructuring costs
associated with Travelocity's strategic marketing agreement with
Expedia, which is expected to launch in early 2014; and (ii)
future strategic actions related to other Travelocity brands.

Rating assigned (and Loss Given Default assessment):

- Proposed $300 million add-on to Sabre, Inc.'s first lien term
   loan B due 2019, B1 (LGD 3, 42%)

Ratings affirmed (and LGD assessments revised):

- Corporate Family Rating, B2

- Probability of Default Rating, B2-PD

- $352 million Sabre, Inc. first lien revolver due February
   2018, B1 (LGD 3, to 42% from 41%)

- $425 million Sabre, Inc. first lien term loan C due February
   2018, B1 (LGD 3, to 42% from 41%)

- $1.775 billion Sabre, Inc. first lien term loan B due February
   2019, B1 (LGD 3, to 42% from 41%)

- $800 million Sabre, Inc. first lien notes due May 2019, B1
   (LGD 3, to 42% from 41%)

- $400 million Sabre Holdings senior unsecured notes due March
   2016, Caa1 (LGD 6, to 94% from 92%)

Ratings Rationale:

Although the incremental $300 million of debt will cause financial
leverage to rise modestly, Moody's views the agreement with
Expedia as strategically sound. The Travelocity segment continues
to underperform, despite successful marketing campaigns, because
of limited scale and legacy technology. With the Expedia
agreement, Travelocity will benefit from an improved platform and
greater content options which are expected to lead to better
conversion rates. While Travelocity will share these revenues with
Expedia, a significant portion of its cost structure and necessary
capital spending will be eliminated. Importantly, related
distribution revenues should be protected.

The B2 CFR reflects Sabre's leading position in North America as a
travel distributor with software and services that are integrated
in the processes and systems of online and traditional travel
agencies. Although Sabre has settled a dispute with one major
carrier and signed long-term contract with others, the airlines
continue to seek ways to reduce third-party distribution costs.
The potential for an unfavorable legal outcome or pricing
concessions presents some uncertainty. Over the next several
quarters, Sabre's free cash flow will be negative due to one-time
Travelocity and other costs. Depending on timing, Sabre's cash
balance may not fully cover these costs and the revolver could be
tapped. However, Moody's does not expect revolver availability to
fall below $150 million. Excluding one-time items, Moody's
estimates that Sabre would generate at least $125 million of free
cash flow annually. Moody's expects de-leveraging to about 5x
total debt / EBITDA in 2014 from profitability growth and required
debt amortization.

The stable outlook reflects Moody's expectation that Sabre will
maintain an adequate liquidity profile despite upcoming one-time
costs and continue to grow pro forma revenue and profitability by
at least 3% annually, driven primarily by organic expansion in the
airline and hotel SaaS business. The ratings could be lowered if
one-time costs escalate, causing liquidity to further decline.
Additionally, the loss of a significant customer or unfavorable
changes in pricing or the distribution of travel supply could lead
to a downgrade, particularly if Moody's expects debt / EBITDA to
rise above 6x. The ratings could be upgraded if Sabre were to
favorably resolve the anti-trust lawsuit by U.S. Airways and the
investigation by the DOJ, successfully renew major supplier
contracts, improve liquidity, and reduce debt so that debt /
EBITDA could be sustained below 5.5x in a cyclical downturn.

Sabre operates one of the three largest global distribution
systems, a leading software-as-a-service business that provides
technology solutions to travel suppliers globally, and an online
travel agency (Travelocity). Sabre is owned by TPG Partners,
Silver Lake Partners and other co-investors. Annual revenues
approximate $3 billion.

The principal methodology used in this rating was 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.


SCHOOL SPECIALTY: Reports Fiscal 2014 First Quarter Results
-----------------------------------------------------------
School Specialty Inc. on Sept. 16 announced its fiscal 2014 first
quarter results for the period ended July 27, 2013.

During the period January 28, 2013 through June 11, 2013, School
Specialty, Inc. and certain of its subsidiaries operated as
debtors-in-possession under bankruptcy jurisdiction.  In
accordance with Financial Standards Board Accounting Standards
Codification 852, for periods including and subsequent to the
filing of the Chapter 11 petition through the bankruptcy emergence
date of June 11, 2013, all expenses, gains and losses that result
from the reorganization were reported separately as reorganization
items in the Consolidated Statements of Operations.  Net cash used
for reorganization items was disclosed separately in the
Consolidated Statement of Cash Flows, and liabilities subject to
compromise were reported separately in the Consolidated Balance
Sheets.

As of June 11, 2013, the Company adopted fresh-start accounting in
accordance with ASC 852.  The adoption of fresh-start accounting
resulted in the Company becoming a new entity for financial
reporting purposes.  Accordingly, the financial statements on or
prior to June 11, 2013 are not comparable with the financial
statements for periods after June 11, 2013.  The consolidated
financial statements as of July 27, 2013 and for the seven weeks
then ended and any references to "Successor" or "Successor
Company" show the financial position and results of operations of
the reorganized Company subsequent to bankruptcy emergence on
June 11, 2013.  References to "Predecessor" or "Predecessor
Company" refer to the financial position and results of operations
of the Company prior to bankruptcy emergence.

Management believes that the presentation of Non-GAAP Financial
Information, referred to as the Combined Adjusted Results, are
reconciled to the most comparable GAAP measures and offer the best
comparisons for the comparable fiscal first quarter periods.  For
further information on the Company's Results of Operations and
related Balance Sheet and Cash Flow items, please refer to the
Company's Form 10-Q for the period ending July 27, 2013 on file
with the Securities and Exchange Commission.  Additionally, given
the significant seasonality inherent in SSI's business, as well as
order timing considerations between quarters, management believes
that first half fiscal 2014 results are most useful to determine
operating trends and financial performance.

                 First Quarter Financial Results

Combined adjusted revenues for the three months ended July 27,
2013 were $202.2 million, compared with $252.1 million in the
comparable prior year period, a decline of 19.8%.  The decline in
revenue was in both the Educational Resources and Accelerated
Learning business segments, and was primarily due to the
uncertainty caused by the Company's Chapter 11 reorganization and
that approximately $22.0 million of first quarter orders were
processed later and shifted into the second quarter.
Additionally, approximately $5.0 million of the decline was
related to large curriculum orders in the prior year's first
quarter, which were not expected to recur in the current year.
Adjusting for both events, revenues for the comparable periods
were down 9.1%.  Bookings since the end of the first quarter have
been tracking higher, and the Company expects revenues in the
second quarter to be generally in line with last year.

Combined adjusted gross profit margin for the three months ended
July 27, 2013 was 41.2% as compared with 41.1% for the Predecessor
Company's three months ended July 28, 2012.  This improvement was
primarily driven by higher gross margins in the Educational
Resources segment, due to the favorable mix between product lines,
partially offset by lower margins in the Accelerated Learning
segment due to higher product development costs and product mix.
The Company remains focused on enhancing its margin structure and
believes this can be achieved through continued product innovation
and better supply chain efficiencies.  As a result of improvements
year-to-date and with the expected product mix on a go-forward
basis this fiscal year, the Company expects gross margins will
trend generally in line with recent years.

Combined adjusted selling, general and administrative (SG&A)
expenses for the three months ended July 27, 2013 were $63.3
million as compared to $75.1 million for the comparable year-ago
period, a decline of $11.8 million or 15.7%.  This decline was
primarily a result of cost control measures instituted by the
Company as it continues to right-size the organization to lower
costs and improve productivity and efficiencies, as well as
variable selling costs associated with decreased revenues.  As a
percent of revenue, SG&A increased from 29.8% for the three months
ended July 28, 2012 to 31.3% for the three months ended July 27,
2013.

Net interest expense for the fiscal 2014 first quarter was $6.1
million compared to $10.0 million in the comparable prior year
period, a decrease of $3.9 million.  The decrease in net interest
expense was due primarily to prior year interest associated with
the Company's convertible notes, which were subsequently
discharged when the Company emerged from Chapter 11
reorganization.

The Company recorded a $104.9 million net restructuring gain for
the three months ended July 27, 2013.  This consists of $161.9
million of cancellation of indebtedness income, offset by $16.1
million of professional, financing and other fees, and $40.9
million of fresh-start and other reorganization fees.

The provision for income taxes in the first quarter of fiscal 2014
was $1.9 million compared to $0.3 million in the comparable prior
year period.

Adjusted earnings before income taxes, depreciation and
amortization (EBITDA) was $28.2 million in the fiscal 2014 first
quarter as compared to $37.7 million in the comparable fiscal 2013
period, a decline of $9.5 million.  This decline was primarily
related to the volume declines discussed previously, partially
offset by savings realized in the SG&A categories as a result of a
smaller workforce and the corresponding labor savings, as well as
reductions in catalog expenditures.  Due to the timing of order
fulfillment discussed previously and booking trends observed since
the end of the first quarter, the Company anticipates a large
percentage of this net decline being recovered in the second
quarter.

Net income for the first quarter of fiscal 2014 was $114.4 million
compared with $18.4 million in the comparable period last year.
Current period results include $102.3 million of net benefits from
the composite of all reorganization and post-bankruptcy-related
items flowing through the income statement during the Predecessor
and Successor periods of the fiscal first quarter.

"Our first quarter reflected the challenges resulting from our
emergence from Chapter 11 reorganization as we only officially
emerged halfway through the quarter.  On the positive side, our
bookings have shown significant improvement since the end of the
first quarter, and we recaptured some of those lost sales
opportunities in the second quarter," stated Jim Henderson,
Chairman of the Board and Interim President and CEO.  "While we're
not in a robust educational spending environment today, signs do
point to increased funding and the uptick in our order flow is a
positive sign that our business has stabilized consistent with our
projections.  Our balance sheet has also significantly improved
with our total debt cut in half post-emergence and we are focusing
on our working capital management to further improve cash
generation.  Additionally, our process improvement initiatives
should strengthen our capital structure further, while freeing up
resources to invest in our business and our supply chain."

Mr. Henderson continued, "My focus as Chairman and as a senior
leader of this company is three-fold: to stabilize our business,
improve our infrastructure and return School Specialty to
sustainable growth, with better and consistent bottom-line
performance."

Fiscal 2014 First Quarter Corporate Developments and Subsequent
Events

-- Emergence from Chapter 11 Reorganization: On June 11, 2013,
School Specialty completed its financial restructuring and
officially emerged from its Chapter 11 reorganization.

-- New Financing Facilities: On June 11, 2013, School Specialty
disclosed its new capital financing, securing a fully committed
$175 million asset-based revolving credit facility led by Bank of
America, N.A. and SunTrust Bank, along with a $145 million term
loan facility led by Credit Suisse Securities (USA) LLC.

-- Changes in Senior Leadership: On July 22, 2013, School
Specialty announced that Michael P. Lavelle would resign as
President and CEO, which took effect on August 9, 2013 and that
James R. Henderson, Chairman, would assume the role as Interim
President and CEO, a position he currently holds while a search
for a permanent replacement is underway.  Additionally, David
Vander Ploeg, the Company's CFO, announced that he would be
retiring at calendar year end.

-- Organizational Alignment: Over the past few weeks, the Company
has instituted various changes, which include the consolidation of
its Distribution Center network, the exiting of Commercial
Printing plant operations, and further alignment in its Supplies
and Furniture distribution operations.  While there will be cost
savings as a result of these events, changes were not solely
driven by cost reductions, but rather, the early stages of a
Process Improvement Program to generate customer, supply chain and
operational efficiencies.

-- Process Improvement Program: With full Board of Directors
support, School Specialty has kicked-off a Process Improvement
Program designed to better align the Company's operating groups,
enhance systems and processes and drive efficiency throughout the
organization -- all done in an effort to improve the customer
experience.  Moving into fiscal year 2015, the Company anticipates
significant operational improvements, cost savings and innovation
enhancements as a result.  The majority of initiatives will be
gradual and done after the heavy school selling season has ended
and will always be done with 100% customer satisfaction in mind.
In addition, management has identified further operational
initiatives that will be pursued in multiple phased efforts once
the initial Process Improvement Program has been completed.

Mr. Henderson added, "Over the coming year, we'll be realigning
our operations focused on one thing -- becoming better.  We have
strong talent throughout SSI and our brands remain strong.  Our
nationwide distribution and partner network is perhaps our biggest
strength and this is something we will grow and capitalize on.
There will be some organizational enhancements, which will
encompass more LEAN principles but the most important element of
this change will be better customer support.  With one of the
largest assortment of products servicing the educational markets,
and the distribution network to reach every school across the
country, opportunities are there for the taking.  We'll be more
focused on delivering our customers the products they need with an
unparalleled customer experience.  All of us at School Specialty
remain focused on increasing stakeholder value."

                          Market Outlook

During the Company's Chapter 11 reorganization, filings were made
with the U.S. Bankruptcy Court with respect to the Company's
fiscal year 2014 financial outlook.  The Company had projected
revenues of $645 million and Adjusted EBITDA of $44 million in
those filings.  Based on year-to-date performance and the market
outlook for the remainder of the year, the Company believes that
revenues will be approximately $620-$630 million, which implies
growth over the budget after the 2014 fiscal first quarter
decline.  Additionally, adjusting for public company expenses of
approximately $2 million, which were not part of the
reorganization plan, the Company is projecting Adjusted EBITDA of
$40-$44 million.

The cumulative effect of the initial process improvement program
initiatives are expected to generate annualized cost savings of
$12-$15 million, with one-time cash generation in excess of $20
million.  Restructuring charges in fiscal 2014 are expected to be
in the range of $12-$14 million and capital expenditures,
originally budgeted at $19 million, are expected to be
approximately $16-$17 million.

School Specialty intends to publish a letter to shareholders with
an accompanying presentation on its financial results later this
week.  The Company will not be hosting a teleconference, but
management will be available to address questions after the filing
of this supplemental information.  This information will also be
available on our website, http://www.schoolspecialty.comin the
Investor Relations section.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SCICOM DATA: Has Green Light to Hire Fredrikson & Byron as Counsel
------------------------------------------------------------------
SCICOM Data Services, Ltd., sought and obtained bankruptcy court
approval to employ the law firm of Fredrikson & Byron, P.A.,
including lawyers in its bankruptcy group, to represent and to
assist the Debtor in carrying out its duties under the Bankruptcy
Code, and to perform other legal services necessary to the
Debtor's continuing operations.

As reported in the Troubled Company Reporter on September 3, 2013,
Fredrikson & Byron is currently among the three largest law firms
in Minnesota, with annual revenues exceeding $100 million dollars.
Fredrikson has represented the Debtor for a significant period of
time, including in ongoing litigation.  The Debtor has paid to the
firm fees and expenses of $402,719 since August 2012.  The Debtor
will pay the firm at its customary hourly rates, plus
consideration for any risk that there may not be funds available
to pay fees, any delay in payment of fees, and such other factors
as may be appropriate, plus reimbursable expenses, all as may be
allowed by the Court.

                          About SCICOM

Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time.  SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.

SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.

Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.

Judge Michael E. Ridgway presides over the case.  The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.

The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Timothy L. Johnson, senior vice president and CFO.


SCOOTER STORE: Guggenheim Securities Okayed as Investment Banker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the assignment of The Scooter Store Holdings, Inc., et al.'s
engagement letter with Morgan Joseph Triartisan LLP to Guggenheim
Securities LLC, and authorized the retention of Guggenheim
Securities as the Debtor's investment banker.

On May 15, the Court entered an order authorizing the employment
of Morgan Joseph.  The original application contained customary
terms and conditions for engagements.  As reported in the Troubled
Company Reporter on Aug. 21, 2013, beginning on June 14, and
continuing until July 1, the Morgan Joseph professionals which had
been providing services to the Debtors moved their practices to
Guggenheim Securities.

In this relation, the Debtor said it intended to continue the
employment of the professionals.  Thus, Morgan Joseph and
Guggenheim Securities have agreed, and the Debtors support, the
payment of the same sale transaction fee will be allocated 75% to
Guggenheim Securities and 25% to Morgan Joseph.  The engagement
agreement would be assigned by Morgan Joseph to Guggenheim
Securities, effective July 1, 2013.

Guggenheim Securities' services would include, among other things:

   a. preparing, with the assistance of the Debtors, an offering
      memorandum for distribution and presentation to prospective
      purchasers;

   b. soliciting interest among prospective purchasers; and

   c. assisting the Debtors in evaluating proposals received from
      prospective purchasers.

Guggenheim Securities is not to receive any monthly fees.  Payment
for its efforts requires one or more sale transactions.

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

                      About The Scooter Store

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

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

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


SHILO INN: Nov. 27 Deadline to Decide on Moses Lake/Rose G. Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has extended until Nov. 27, 2013, the time during which Shilo Inn,
Moses Lake, Inc.; and Shilo Inn, Rose Garden, LLC, must assume or
reject non-residential real property leases.

As reported in the TCR on Aug. 22, 2013, Shilo Inn, Twin Falls,
LLC, et al., ask the Bankruptcy Court to extend the deadline for
Shilo Moses Lake and Shilo Rose Garden to assume or reject
non-residential real property leases from Aug. 29, 2013, until
Nov. 27, 2013, citing that the leases are ground leases for the
hotels, and that said leases are necessary to operate the hotels.

                    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, in Los Angeles,
represent the Debtors in their restructuring effort.


SKYPORT GLOBAL: Goldman & Craig Sanctioned for Contempt
-------------------------------------------------------
In the cases JOANNE SCHERMERHORN, ET AL., Plaintiffs v.
CENTURYTEL, INC. (A/K/A CENTURYLINK), ET AL., Defendants and
SKYPORT GLOBAL COMMUNICATIONS, INC., ET AL., Plaintiffs v.
JOANNE SCHERMERHORN, ET AL., Defendants, Consolidated Under Adv.
No. 10-03150 (Bankr. S.D. Texas), Bankruptcy Judge Jeff Bohm said
he will impose sanctions on Samuel Goldman and Franklin Craig --
but not the Schermerhorn Parties -- to ensure that the SkyPort
Parties are reimbursed for the reasonable attorneys' fees and
expenses that they incurred for bringing Messrs. Goldman and
Craig's contempt to the Court's attention, and therefore allowing
the Court to vindicate its own orders.

The judge, however, denies all other relief requested by the
SkyPort Parties, including punitive damages, a coercive bond of at
least $250,000, and a permanent injunction.

The parties' dispute is related to the implementation,
interpretation and execution of a bankruptcy plan SkyPort obtained
confirmation for in August 2009.  In June 2010, the Bankruptcy
Court entered a written injunction in the case, in order to
prevent irreparable harm to the reorganized debtor, SkyPort
Global.  Subsequently however, the Court learned that two
individuals, Messrs. Goldman and Craig, conspired to thwart the
injunction order, pursuing certain barred claims and impermissibly
contacting Dawn Cole, a former employee of SkyPort.

A copy of Judge Bohn's Aug. 7, 2013 Memorandum Opinion is
available at http://is.gd/ZrOLhifrom Leagle.com.

                       About SkyPort Global

Satellite and terrestrial communication service provider SkyPort
Global Communications, Inc. -- http://www.skyportglobal.com/--
sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 08-36737)
on Oct. 24, 2008.  Edward L. Rothberg, Esq., at Weycer Kaplan
Pulaski & Zuber, in Houston, represents the Debtor.  At the time
of the chapter 11 filing, the Debtor reported $8,736,791 in assets
and was unable to estimate its liabilities.  The Court confirmed
Skyport's Chapter 11 Plan of Reorganization orally from the bench
at a hearing held on Aug. 7, 2009.  The Court entered an order
confirming the Plan on Aug. 12, 2009.


SORENSON COMMUNICATIONS: S&P Lowers CCR to 'CCC': Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Salt Lake City, Utah-based Sorenson Communications Inc.
to 'CCC' from 'B-'.  The rating outlook is negative.

At the same time, S&P affirmed its recovery rating on the
company's $25 million senior secured first-out revolver at '1',
indicating its expectation for very high (90%-100%) recovery for
lenders in the event of a payment default.  S&P subsequently
lowered the issue-level rating on this debt to 'B-' from 'B+' as a
result of the downgrade and in accordance with its notching
criteria.

In addition, S&P revised its recovery rating on the company's
$550 million senior secured term loan to '1' (90%-100% recovery
expectation) from a '3' (50%-70% recovery expectation).  The
revision reflects an increase in our estimated default-level
recovery valuation given the company's leading market position and
our expectation that industry core video relay service utilization
will remain stable in the near term.  Based on S&P's criteria, a
recovery rating of '1' corresponds to an issue-level rating that
is two notches above the corporate credit rating.  Therefore, the
issue-level rating on this debt remains 'B-'.

The downgrade and the negative rating outlook on Sorenson, a
provider of video relay telecom services (VRS) for the hearing
impaired, reflect the company's high leverage and "weak"
liquidity.  The recent VRS reimbursement rate reduction by the FCC
represents a substantial decrease to the company's future revenue
stream and will likely result in negative discretionary cash flow
for the foreseeable future.  The previous third-tier reimbursement
rate of $5.07 per minute was lowered by approximately 5% to $4.82
for the remainder of the year.  Thereafter, the reimbursement rate
is set to decrease at an average annual rate of approximately 8.3%
until 2017.  Additionally, the increased regulatory scrutiny of
the company's Caption Call segment will likely hamper the growth
of this nascent business and limit any potential diversification
benefits.  Based on the new VRS rate structure, and taking into
account the company's limited ability to reduce headcount at the
same pace as reimbursement rate declines, coupled with a high
interest burden, S&P believes discretionary cash flow generation
will be substantially impaired, resulting in significant
refinancing risk of the 2014 and 2015 maturities.

Sorenson provides video relay services that facilitate telephone
communication for deaf and hard-of-hearing persons in the U.S.
The company has entered the mature phase of its growth cycle due
to high penetration levels in the serviceable market.  This trend
suggests that high-quality VRS is widely available within the deaf
and hard-of-hearing community and that new pockets of underserved
customers may be more difficult to find.  Additionally, the niche
market for VRS services is getting more competitive as
reimbursement rates are higher for smaller competitors.  The
Caption Call business, a relatively new service for the hard-of-
hearing, has experienced high growth, but there is uncertainty
regarding the sustainability of current adoption rates due to
competition, and to a larger extent, recent FCC rulings that have
impacted the marketing practices and functionality of Caption
Call.


SPRINT CORP: Waives Compliance Test Under Sec. Equipment Facility
-----------------------------------------------------------------
Sprint Corporation on Sept. 16 disclosed that Sprint
Communications, Inc. entered into a waiver pursuant to which the
lenders waived until December 31, 2013 any default of the
quarterly leverage compliance test under Sprint Communications'
secured equipment facility that may otherwise result from Sprint
Corporation's previously announced issuance of notes on September
11, 2013.  As previously disclosed, on September 11, 2013, Sprint
Communications also received similar waivers under its revolving
credit facility and its Export Development Canada loan agreement.
Sprint has now received all necessary waivers under its credit
facilities.

                       About Sprint Corp.

Sprint Corporation is a United States telecommunications holding
company that provides wireless services and is also a major global
Internet carrier.

                           *     *     *

In September 2013, Standard & Poor's Ratings Services said it
assigned its 'BB-' corporate credit rating to Sprint Corp., a
newly formed parent entity of the Overland Park, Kan.-based
wireless telecommunications carrier.  At the same time, S&P
affirmed the 'BB-' corporate credit rating on Sprint Nextel Corp.,
which was renamed Sprint Communications Inc. and is a wholly owned
subsidiary of Sprint Corp.  The outlook is stable.  S&P also
affirmed all issue-level ratings at Sprint Communications as well
as at subsidiaries Sprint Capital Corp., iPCS, and Clearwire Corp.


STELLAR BIOTECHNOLOGIES: Raises $10MM From Private Placement
------------------------------------------------------------
Stellar Biotechnologies, Inc., has completed the initial closing
of its private placement, which included brokered and non-brokered
portions, raising initial gross proceeds of US$10 million.  The
proceeds of the Initial Closing will be used for product research,
aquaculture and KLH production development, capital expenditures
and working capital.

The non-brokered portion includes a US$5,000,000 investment by
Amaran Biotechnology, Inc., a privately-held Taiwan biotech
company and biopharmaceuticals contract manufacturer.

"This financing is significant for Stellar on many fronts.  This
strengthens our balance sheet at a pivotal time of Stellar's
growth while the investment from Amaran Biotechnology, Inc.,
represents active support from life science industry," said Frank
Oakes, Stellar president and CEO.  "We are very pleased to receive
such solid validation from both industry and new investors."

The Initial Closing included a brokered portion sold to
institutional and accredited investors totaling US$3,000,000
(2,857,143 Units) and a non-brokered portion totaling US$7,000,000
(6,666,667 Units).

Each Unit, sold for US$1.05, comprises one share of Stellar's
common stock and one half of a share purchase warrant.  Each
Warrant entitles the holder to purchase one additional share of
Stellar's common stock at a purchase price of US$1.35 for a period
of three years from the issuance date of the Warrants.  The
Company anticipates a final closing on or before Sept. 20, 2013.

In connection with the Initial Closing of the Brokered Offering,
the placement agent received a commission of US$206,325 and
200,000 Warrants.

Subject to additional requirements imposed by the US Securities
Act requiring longer hold-periods on certain of the securities for
resale by US subscribers in the US market and a lock-up agreement
with certain holders of the securities, the securities issued in
the initial closing are subject to a hold period expiring Jan. 10,
2014.

The securities sold by Stellar in the private placement were not
registered under the United States Securities Act of 1933, as
amended, and were sold in reliance upon exemptions from the
registration requirements of the US Securities Act.  Therefore,
those securities may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the US Securities Act and any
applicable state securities laws.

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at March 31, 2013, showed
US$1.4 million in total assets, US$4.6 million in total
liabilities, and a stockholders' deficit of US$3.2 million.
The Company reported a net loss of US$4.4 million on US$177,208 of
revenues for the six months ended Feb. 28, 2013, compared with a
net loss of US$2.1 million  on US$193,607 of revenues for the six
months ended Feb. 29, 2012.


STRATUS MEDIA: UTA Capital Held 7.7% Equity Stake at June 25
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, UTA Capital LLC and its affiliates disclosed that as
of June 25, 2013, they beneficially owned 32,604,024 shares of
common stock of Stratus Media Group, Inc., representing 7.7
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/uYCoc8

                         About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at Dec. 31,
2012, showed $2.44 million in total assets, $20.85 million in
total liabilities, all current, and a $18.40 million total
shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


T-L CHEROKEE: Can Access Cole Taylor Bank Cash Until Sept. 30
-------------------------------------------------------------
In a fifth interim order dated Sept. 5, 2013, the U.S. Bankruptcy
Court for the Northern District of Indiana granted T-L Cherokee
South LLC permission to use cash collateral of Cole Taylor Bank
through and including the first to occur of Sept. 30, 2013, or the
occurrence of an Event of Default, pursuant to a budget.

A copy of the fifth interim order is available at:

http://bankrupt.com/misc/t-lcherokee.doc134.pdf

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


T-L CHEROKEE: Bank Says It Will Be Harmed if Plan is Confirmed
--------------------------------------------------------------
Cole Taylor Bank submitted this reply to Debtor T-L Cherokee South
LLC's response to the Bank's Limited Objection to the Debtor's
Joint Disclosure Statement filed June 17, 2013.

Cole Taylor says that Code section 1123(a)(5)(C) does not
authorize the substantive consolidation proposed in the Debtor's
Plan.  "According to the Bank, the Court should not also use its
equitable power to order substantive consolidation because:

(1) the Plan does not request for the Court to do so; and

(2) substantive consolidation would harm Cole Taylor.

The Bank tells the Court that "even if the Plan contemplated the
Court's exercise of its equitable power to order substantive
consolidation, which it does not, the exercise of that power
would be inappropriate under the circumstances of this case as a
result of the harm Cole Taylor would suffer from diversion of the
Debtor's cash to finance plan payments to creditors of the other
Debtors."  Consequently approval of the Disclosure Statement,
according to the Bank, should be denied as a matter of law.

The Reply was prepared by:

         Maria A. Diakoumakis, Esq.
         Richard M. Bendix, Esq.
         Maria A. Diakoumakis, Esq.
         DYKEMA GOSSETT PLLC
         10 S. Wacker Drive, Suite 2300
         Chicago, IL 60606
         Tel: (312) 876-1700
         Fax: (312) 876-1155
         E-mail: rbendix@dykema.com
                 mdiakoumakis@dykema.com
         Counsel for Cole Taylor Bank

A copy of the Bank's Reply is available at:

          http://bankrupt.com/misc/T-LCherokee.doc136.pdf

As reported in the Aug. 8, 2013, Cole Taylor Bank asks the
Bankruptcy Court to deny approval of the Disclosure Statement
explaining T-L Cherokee South's Joint Plan of Reorganization dated
June 12, 2013, and provide relief, including relief from the
automatic stay.

According to Cole Taylor, the Debtor's Plan proposes a "deemed"
substantive consolidation of the Debtor with four other debtors
for purposes of voting, confirmation, distributions to creditors,
and administration.

Cole Taylor asserts that:

     -- 11 U.S.C. Section 1123(a)(5)(C) does not permit the
        Bankruptcy Court to order substantive consolidation of
        the Debtors' estates; and

     -- there is no basis for substantive consolidation under
        the circumstances of the case.

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


THREE SISTERS: Canmore Land Goes Out Of Receivership
----------------------------------------------------
Tanya Foubert at rmoutlook.com reports that the largest piece of
undeveloped land in Canmore, in Alberta, Canada, has new owners,
who also happen to be the old owners of the property.

According to the report, Blair Richardson, Don and David Taylor
had their offer to purchase the property out of ownership limbo
approved by the courts last Sept. 6.

The report notes that in an interview with the Outlook, Richardson
said he thinks it is the "beginning of a very positive story."

"We were involved from 2000 to 2007 and during that period we had
a vision, which we still believe is the right vision, that Three
Sisters Mountain Village (TSMV) should be centered around health
and wellness," the report quoted Mr. Richardson as saying, adding
PricewaterhouseCoopers was challenged because as a receiver it
didn't have the flexibility to create a long-term vision for the
property.  "They are good people, but they never had a vision of
where the thing was going to go . . . . Our vision is that Canmore
can become, if we build it out over the next 20-25 years, a health
and wellness centre of Alberta and these types of jobs are high
paying jobs that attract young people, people who live in
Canmore," Mr. Richardson added, the report notes.

The report relates that TSMV spokesperson Chris Ollenberger said
discussions on the future vision for the development will occur
with the community at large over the long term, but in the
meantime the company will continue work on a number of projects
like Paintbrush Ridge, which is being rebranded as Ravenrock.

"You are not going to see Three Sisters actively out there
tomorrow trying to have those conversations, but it is going to
come fairly quickly and we will take the time that it needs on the
bigger picture. . . . Smaller picture applications that already
have processes in place, like ASPs and zoning, we will continue to
take those forward so funds can be built up to have those bigger
conversations," the report quoted Mr. Ollenberger as saying.

The report relays that with a health and wellness focus, the
future of the unfinished Three Sisters golf course may be in
question.   Neither Mr. Ollenberger nor Richardson would say the
area slated for Canmore's fourth golf course, the seventh in the
region, is scrapped, as its future will be part of the long-term
planning, the report says.

The report notes that as for the ASP the receiver shelved earlier
this year, Ollenberger said TSMV will look at the supporting
material, but expects a different overall plan to come out of the
visioning process with the community.

The report says that Richardson's and Taylor's experience with the
property and the requirements to provide functional wildlife
corridors make the purchase positive for Bow Corridor Organization
for Responsible Development chair Heather MacFadyen.

"From the perspective of BowCORD, an intervener in the 1992 NRCB
decision on Three Sisters Golf Resorts, the purchase of TSMV by
Mr. Don Taylor and Mr. Blair Richardson has the advantage that, as
previous owners of the TSMV between 2001 and 2007, they are fully
aware of the legal and scientific requirements to provide a
functional wildlife corridor to connect the Wind Valley through
the Bow Valley to Banff Park," Ms. MacFadyen said in an emailed
statement, the report notes.  "It was on their watch that TSMV
agreed to the application of the 2002 Golder Report land uses in
their Resort Area, and signed two conservation easements (2003 and
2007) to protect this section of the Three Sisters Along Valley
Corridor. . . . This auger well for the completion of the corridor
consistent with these land uses," Ms. MacFadyen, the report adds.

The report relays that Mr. Richardson said it is important to
remember the site was initially 5,000 acres, and 2,000 acres were
given up to environmental protection.

The report notes that Mr. Richardson and Mr. Ollenberger met with
council last Sept. 13 during an in-camera session soon after the
courts agreed to the purchase.

The report relays that having the 1,495 acres of developable land
under a single ownership, is also good news.  The receiver could
have chosen to put Three Sisters on the chopping block and sell it
off in pieces, making it a challenge for the municipality to
negotiate a big community vision with multiple parties that have
different goals, the report notes.

The report says that Bow Valley Builders and Developers
Association executive director Ron Remple said he is thrilled to
see the development out of receivership and under a single
ownership structure.


TIMOTHY BLIXSETH: Seeks $3.3 Million in Fees From Montana
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Timothy Blixseth, the former owner of the bankrupt
Yellowstone Mountain Club LLC, is seeking to recover $3.3 million
in attorney fees he spent fending off an involuntary bankruptcy
petition filed by Montana taxing authorities and the creditors'
trust created under the club's reorganization plan.

According to the report, to prevent creditors from filing
involuntary bankruptcy petitions abusively, the Bankruptcy Code
contains a provision under which the alleged bankrupt is
presumptively entitled to recover attorney fees if an involuntary
petition fails.  Mr. Blixseth twice defeated the same involuntary
petition originally filed against him in April 2011.  The
bankruptcy judge in Las Vegas dismissed the petition a first time
in May 2011, ruling it should have been filed in Montana where Mr.
Blixseth lives, not in Nevada, where his businesses are
incorporated.

The report notes that Montana won on appeal to the Bankruptcy
Appellate Panel.  A divided panel ruled 2-1 that Nevada was a
proper location since Mr. Blixseth's companies were incorporated
there.  Back in bankruptcy court, the judge dismissed the
involuntary petition a second time in July because Mr. Blixseth
had more than 12 creditors, thus requiring the involuntary
petition to be filed by at least three creditors with undisputed
claims.  The judge concluded that three of four petitioning
creditors had disputed claims and were ineligible.

The report discloses that after the bankruptcy was dismissed the
first time, Mr. Blixseth asked for Montana to reimburse him
$815,000.  A hearing on Mr. Blixseth's $3.3 million fee request is
set for Sept. 30.   Montana may file papers by Sept. 18.   Mr.
Blixseth can submit a reply by Sept. 25.  Montana is appealing the
most recent dismissal.

                      About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).
The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 protection on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The club hired FTI Consulting Inc.
and Ronald Greenspan as CRO.  The official committee of unsecured
creditors were represented by Parsons, Behle and Latimer, as
counsel, and James H. Cossitt, Esq., at local counsel.  Credit
Suisse, the prepetition first lien lender, was represented by
Skadden, Arps, Slate, Meagher & Flom.


TMT GROUP: Taiwanese Ship Owner's Case Removed From Bankr. Court
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of TMT Group, a Taiwanese owner of
16 ocean going vessels, was taken away from the bankruptcy judge
and lodged in U.S. District Court in Houston.

According to the report, several foreign banks have been
contesting the ability of a foreign ship owner to have protection
in U.S. bankruptcy court, even though the company has few if any
connections with the U.S. and the lenders are foreign.  So far,
the lenders have been losing in the courtroom of U.S. Bankruptcy
Judge Marvin Isgur in Houston.  After TMT filed under Chapter 11
on June 20, Judge Isgur made several rulings essentially saying
the case could remain in the U.S. if the owner posted $40 million
in collateral to assure compliance with the court's orders.
Although the collateral was posted, the lenders appealed to U.S.
District Judge Lynn N. Hughes in Houston.

The report notes that Judge Hughes handed down a series of rulings
Sept. 13 which may mean that although TMT won several battles, it
may lose the war.  Judge Hughes refused to allow the lenders to
appeal a ruling where Judge Isgur refused to dismiss the TMT
bankruptcy.  He said denial of dismissal wasn't the final order in
the case and therefore wasn't appealable yet.  Judge Hughes also
ruled that he couldn't review Judge Isgur's ruling that the U.S.
court has jurisdiction because the lenders didn't file an appeal
within the allotted 14 days.

The report states that another order appeared on the docket where
Judge Hughes took a step called withdrawal of the reference,
meaning he removed the Chapter 11 case from bankruptcy court and
transferred it to his court.  There don't appear to be any papers
on the docket where the lenders asked Hughes to take the suit away
from Judge Isgur.  In taking the case out of bankruptcy court,
Judge Hughes called a hearing for Oct. 2 where he will "review''"
Judge Isgur's ruling from July 23 that the bankruptcy was filed in
good faith.

The report discloses that the banks opposing aspects of the
bankruptcy include First Commercial Bank Co., Mega International
Commercial Bank Co., Cathay United Bank and Shanghai Commercial
Savings Bank Ltd.  The banks say the ships' owners have
"overwhelmingly if not entirely foreign creditors," and the
ultimate owner is a "foreign national."  Previously known as
Taiwan Marine Transport Co., one of the companies claimed to be
based in Houston.  The vessels carry varied cargo, such as bulk,
vehicles, ore and petroleum.

The case in district court is In re TMT Procurement Corp., 13-cv-
02301, U.S. District Court, Southern District of Texas (Houston).

                          About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TRIUS THERAPEUTICS: Terminates Securities Offerings
---------------------------------------------------
Trius Therapeutics, Inc., filed post-effective amendments to its
Form S-3 registration statements to remove from registration all
shares of the Company's common stock, preferred stock, debt
securities, warrants, rights and units registered under the
following registration statements:

   * Registration Statement on Form S-3 (No. 333-176621),
     pertaining to the shelf registration of an indeterminate
     number of shares of the Company's Securities, up to a total
     dollar amount of $100,000,000, which was filed with the
     Commission on Sept. 1, 2011.

   * Registration Statement on Form S-3 (No. 333-183673),
     pertaining to the shelf registration of an indeterminate
     number of shares of the Company's Securities, up to a total
     dollar amount of $77,000,000, which was filed with the
     Commission on Aug. 31, 2012.

The Company also deregistered all shares of the Company's common
stock remaining unissued under the following Registration
Statements on Form S-8:

    * Registration Statement on Form S-8 (No. 333-168494),
      pertaining to the registration of an aggregate of 4,217,865
      Shares, issuable under the Company's Amended and Restated
      2006 Equity Incentive Plan, 2010 Equity Incentive Plan, 2010
      Non-Employee Directors' Stock Option Plan and 2010 Employee
      Stock Purchase Plan, which was filed with the Commission on
      Aug. 3, 2010.

    * Registration Statement on Form S-8 (No. 333-173060),
      pertaining to the registration of an aggregate of 969,945
      Shares, issuable under the Company's 2010 Equity Incentive
      Plan, 2010 Non-Employee Directors' Stock Option Plan and
      2010 Employee Stock Purchase Plan, which was filed with the
      Commission on March 25, 2011.

    * Registration Statement on Form S-8 (No. 333-180103),
      pertaining to the registration of an aggregate of 914,000
      Shares, issuable under the Company's 2010 Equity Incentive
      Plan and Amended and Restated 2010 Non-Employee Directors'
      Stock Option Plan, which was filed with the Commission on
      March 14, 2012.

    * Registration Statement on Form S-8 (No. 333-187233),
      pertaining to the registration of an aggregate of 1,152,000
      Shares, issuable under the Company's 2010 Equity Incentive
      Plan, Amended and Restated 2010 Non-Employee Directors'
      Stock Option Plan and 2010 Employee Stock Purchase Plan,
      which was filed with the Commission on March 13, 2013.


    * Registration Statement on Form S-8 (No. 333-189108),
      pertaining to the registration of an aggregate of 5,100,000
      Shares, issuable under the Company's 2010 Equity Incentive
      Plan, which was filed with the Commission on June 5, 2013.

In connection with the closing of the merger with Cubist
Pharmaceuticals, Inc., the offerings pursuant to the Registration
Statements have been terminated.

                      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.


TRIUS THERAPEUTICS: Completes Merger with Cubist Pharmaceuticals
----------------------------------------------------------------
Cubist Pharmaceuticals, Inc., announced the results of Cubist's
tender offer to purchase all of the outstanding common shares of
Trius Therapeutics, Inc., for $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.  The tender
offer is being effected by Cubist's subsidiary, BRGO Corporation.
The tender offer period expired on Sept. 11, 2013, at 9:00 a.m.
Eastern Time.

The depositary for the tender offer has advised Cubist that, as of
the expiration of the tender offer a total of approximately
31,716,244 shares of Trius common stock had been validly tendered
and not withdrawn, representing approximately 65 percent of the
outstanding Trius common shares (not counting as validly tendered
shares tendered through notice of guaranteed delivery and not
actually delivered).  All shares that were validly tendered and
not withdrawn during the initial offering period have been
accepted for payment.

Pursuant to the terms of the merger agreement, BRGO Corporation, a
wholly-owned subsidiary of Cubist, will exercise its option to
purchase newly issued shares from Trius.  Following this purchase,
BRGO Corporation will own sufficient shares to effect a short-form
merger with and into Trius.

In the short-form merger, each share of common stock of Trius not
tendered in the tender offer (other than shares held by Trius as
treasury stock or owned by Cubist, BRGO Corporation or any other
subsidiary of Cubist, and other than shares held by a holder who
has properly demanded and perfected appraisal rights in accordance
with Section 262 of Delaware General Corporation Law) will be
converted into the right to receive $13.50 per share in cash, plus
one Contingent Value Right.  This is the same price per share paid
in the tender offer.

                      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.


TRIZETTO GROUP: S&P Cuts CCR to 'B-' & $735MM Loans Rating to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on TriZetto Group Inc. to 'B-' from 'B'.  The outlook is
negative.

At the same time, S&P lowered its issue-level rating on the
company's $650 million first lien term loan due 2018 and
$85 million revolving credit facility due 2016 to 'B-' from 'B'.
The '3' recovery rating is unchanged and reflects S&P's
expectation for meaningful (50% to 70%) recovery in the event of
payment default.  S&P also lowered its issue-level rating on the
company's $150 million second lien term loan due 2019 to 'CCC'
from 'CCC+'.  The '6' recovery rating is unchanged and reflects
S&P's expectation for negligible (0% to 10%) recovery in the event
of payment default.

"The downgrade reflects credit metrics that have significantly
weakened during the past year due to deteriorating operating
performance," said Standard & Poor's credit analyst Andrew Chang.
"Profits during the first half of 2013 have been lower than
expected, leading to adjusted leverage (including adjustments for
operating leases and preferred stock, which S&P views as debt) in
the 12x area and negative free operating cash flow (FOCF) on a
rolling 12-month basis ended June 2013.  The negative outlook
reflects S&P's uncertainty about the company's ability to
successfully address its operational issues and execute its
strategy  given ongoing management changes, as well as the
severity of the impact of continued weak performance on liquidity
during the next 12 months," added Mr. Chang.

The rating on TriZetto reflects Standard & Poor's expectation that
the company will maintain its "weak" business risk profile despite
continuing challenges in the payer segment and ongoing transition
toward "full stack solution" sales (as compared to historical
perpetual software license sales), which have reduced
profitability in recent quarters.  S&P believes that the company
will continue to have a "highly leveraged" financial risk profile.

TriZetto is an HCIT provider that develops enterprise software
solutions and provides outsourcing and consulting services to
health care payers and providers.  The company is a relatively
small participant in a market that features large health care
plans with proprietary in-house solutions and large stand-alone
software providers with greater financial resources.  The
acquisition of Gateway EDI, completed in 2011, diversified its
revenue base through penetration of the health care provider
market, but this segment remains small overall despite good recent
growth.  TriZetto maintains good revenue visibility, with two-
thirds of its revenues comprising recurring software maintenance
contracts, outsourcing contracts, and consulting services, and it
has long-term relationships with its diversified customer base.


TRW AUTOMOTIVE: S&P Raises Corp. Credit Rating From 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on TRW Automotive Inc. to 'BBB-' from
'BB+'.  The outlook is stable.  At the same time, S&P lowered the
issue rating on the company's senior secured revolving credit
facility to 'BBB-' from 'BBB' because the company may release
collateral for this debt at its discretion after it is assigned an
investment-grade corporate credit rating ('BBB-' and higher).  S&P
also raised the issue ratings on the unsecured debt to 'BBB-' from
'BB' and the subordinated debt to 'BB+' from 'BB-'.

"The upgrade reflects our assessment of TRW's financial risk
profile as 'intermediate' and its business risk profile as
'satisfactory,' based on our criteria," said Standard & Poor's
credit analyst Nancy Messer.  "We have revised our business risk
assessment of TRW to 'satisfactory' from 'fair,' reflecting our
view that the company's competitive position and its low double-
digit EBITDA margins are sustainable.  S&P's financial risk
assessment incorporates its assumption that TRW's current leverage
and free cash flow is sustainable.  S&P's business risk assessment
takes into account TRW's leading market position in the light
vehicle active and passive safety systems sector (which S&P
expects to expand at a rate that is higher than the industry
average), its competitive cost base, and its ability to sustain
recent profitability--even if its key European market remains
lackluster into 2014.  The corporate credit rating also
incorporates S&P's view of TRW's liquidity as "strong" and the
company's ability to manage its near-term debt maturities and
pension obligations.

The outlook is stable.  "We expect TRW to continue generating
solid earnings and cash flow, with stable credit measures, despite
the weak European automotive market and the company's investments
for growth," said Ms. Messer.  The credit measures for the 'BBB-'
corporate credit rating include debt leverage of 2x or less and
FFO to total debt of 40% or better.

S&P could raise the rating during the next two years if TRW
maintains its credit measures at the current levels or better,
which would support a revision of the financial profile to
"modest" from "intermediate."  This could occur if TRW is able to
expand revenues, with EBITDA margins in the low double digits,
especially with its technically sophisticated active safety
products, which benefit from various regional regulatory
directives.  However, the company faces exposure to cyclical and
highly competitive end-markets with potential swings in
profitability, and S&P believes that capital allocation will
include further return of funds to shareholders through share
repurchases and possible debt-funded acquisitions on an
opportunistic basis.  Over the long term, TRW's business profile
assessment is less likely to improve, given that the auto industry
is evolving into a global market and, as a result, competition and
cyclicality will continue to be a major consideration.

Alternatively, S&P could lower the rating if it believes that
global auto markets, in aggregate, will not expand during the next
two years, preventing TRW's profitability and cash flow from
meeting its expectations for the rating.  S&P could also lower the
rating if it believes that TRW's cash generation would suffer
significantly from lower-than-expected vehicle production levels
or a spike in unrecovered commodity costs, or if the company makes
a transforming acquisition or uses a material amount of cash to
fund shareholder-friendly actions.

S&P's rating incorporates the assumption that industry regulations
will result in higher content for auto safety-related products
that TRW provides during the next two years.  If this global trend
falters, S&P could lower the rating.  For example, S&P would
reassess TRW's financial risk profile and its corporate credit
rating if the company's pension- and lease-adjusted FFO to total
debt dropped to less than 30%, if its pension- and lease-adjusted
debt leverage increased to more than 2x, or if its free cash flow
were limited.


UNILIFE CORPORATION: Incurs $63.2-Mil. Net Loss in Fiscal 2013
--------------------------------------------------------------
Unilife Corporation filed on Sept. 13, 2013, its annual report on
Form 10-K for the fiscal year ended June 30, 2013.  KPMG LLP, in
Harrisburg, Pennsylvania, reported that the Company has incurred
recurring losses from operations and has limited cash resources,
which raise substantial doubt about its ability to continue as a
going concern.

The Company reported a net loss of $63.2 million on $2.7 million
of total revenues for the fiscal year ended June 30, 2013,
compared with a net loss of $52.3 million on $5.5 million of total
revenues in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $68.4 million
in total assets, $32.8 million in total liabilities, and
stockholders' equity of $35.6 million.

A copy of the Form 10-K is available at http://is.gd/IndG4q

York, Pa.-based Unilife Corporation (NASDAQ: UNIS; ASX: UNS) is a
U.S. based developer and commercial supplier of injectable drug
delivery systems.


VIGGLE INC: Study Finds Second Screen Improves Ad Effectiveness
---------------------------------------------------------------
Viggle released findings from a commissioned Nielsen study that
found a major brand's promotion more effectively engaged consumers
when the campaign was experienced simultaneously on TV and in the
app to Viggle users.  The study concluded that Ad Memorability,
Brand and Message Recall, Likeability, and Purchase Intent were
higher for the campaign, which took place from mid-July to early
August, as a result of the TV advertising buy being extended to
Viggle's platform.

"By working with the country's premier research company, we are
now able to demonstrate just how valuable Viggle's platform is for
improving the performance of a brand's TV advertising spend," said
Greg Consiglio, president and COO of Viggle.  "According to the
results, this brand's television campaign received significantly
higher recall, likeability, and purchase intent from viewers who
checked in and saw the ad on Viggle and on-air than from those who
saw the ad on TV only."

The Nielsen study demonstrated that the synergy of dual exposure
on TV and Viggle resulted in double digit enhancement to key
metrics when compared to TV alone.  Seeing this brand's creative
on both platforms provided an ad resonance boost, resulting in a
meaningful increase in General, Brand, and Message Recall.
Additionally, dual exposure yielded an uptick in Likeability and
Intent, as those exposed to the creative on both platforms liked
the creative significantly more and were also more likely to
participate in the promotion in the next week than those exposed
on a single platform.

While the increase varied widely from metric to metric, the lift
in General Recall, Brand Recall, Message Recall, Likeability, and
Purchase Intent ranged from 11 percent to nearly 50 percent.
According to Nielsen's research team, all of these increases were
statistically significant at high levels of confidence.  Viggle is
currently in discussions with other brand partners to conduct
similar advertising effectiveness studies in early Q4 to further
demonstrate its ability to consistently improve viewers' recall
and response.

Viggle and Nielsen developed a research design, based on Nielsen's
gold-standard TV Brand Effect methodology, which ensured accurate
results based on the activities of hundreds of Viggle users in
response to the 15- and 30-second spot.  The approach involved the
creation of three groups of Viggle users - Dual, TV-only, and
Viggle-only exposed.  Then, Viggle users who checked into a show
where the ad was known to appear on-air had a random chance of
seeing the ad on Viggle; users who checked into show where the
brand's promotion was known not to have aired were also given a
random chance to see the ad.  The Dual and TV-only groups each
watched the same show, but 50 percent got the ad while 50 percent
did not; simultaneously, the Viggle-only group was a watching
different show.  Additionally, Viggle served the ad to users who
were not exposed to the ad on TV based on their Viggle check-in
history.  To verify the results, Nielsen surveyed Viggle users in
each of the three groups to confirm that they watched the program
and to measure the ad's effectiveness.  Nielsen processed the data
and recalibrated it based on the survey confirmation of shows
being watched by each user.

"This research substantiates the efforts that brands are making in
order to take advantage of the second screen to connect with their
key audiences," said Scott McKinley, EVP, Product Leadership &
Innovation, Nielsen.  "It will enable them to better understand
how the second screen can reinforce the message in their spots as
consumers use their devices during their favorite programs."

This work was conducted by Nielsen in conjunction with Nielsen's
Innovation Lab, which launched in summer 2012 to spur the
pioneering of ideas and better, faster advancements in the area of
advertising effectiveness.

                Study: Tune-In Product Dramatically
                     Increases Social Activity

Viggle released findings from a study of its Verified Tune-In
product conducted using data from social media analytics company
Trendrr.  Taking place between mid-July and late August, Viggle
promoted 14 specific TV programs from a select group of networks
via Verified Tune-In, which leverages its loyalty platform and
currency to drive check-ins and engagement.  It concluded that, on
average, audio-verified check-ins of promoted shows increased by
282 percent, significantly boosting those shows' Trendrr rankings.
In addition, Viggle's real-time engagement product Viggle LIVE run
with promoted shows saw 73 percent of checked-in users play along
- more than double the normal participation rate.

During the weeks of the Verified Tune-In study, the 14 specific
programs had an average Trendrr rank of five, according to
corresponding Trendrr data.  As the subset of those same shows
that were not promoted in the same manner by Viggle the previous
week (11 of the 14), which had an average Trendrr ranking of
nearly 20, this represented a jump of nearly 15 spots in Trendrr
rankings.  Furthermore, in all but two of the 14 instances, Viggle
social data accounted for the majority of social activity
associated with the program as measured by Trendrr.

"By changing the number of points awarded for checking in and
engaging with these shows this summer, Viggle's Verified Tune-In
clearly impacted viewer behavior and how these programs were
ultimately ranked by Trendrr," said Greg Consiglio, president and
COO of Viggle.  "This social activity surge clearly moved the
needle for these programs as Viggle users checked in and stayed
engaged in-app by taking advantage of the enhanced viewing
experience made possible by Viggle LIVE."

The study demonstrated that the additional point earning
opportunities offered to Viggle users resulted in a significant
rise in check-ins as compared to programs that were not promoted
on a given night.

"When it comes to driving viewers to check out and engage socially
with a program, Viggle's Verified Tune-In stands out for its
ability to drive users to a given program," said Craig Woerz,
Managing Partner, The Water Cooler Group, an entertainment
industry strategic media and marketing agency.  "With so much
content to choose from on so many different platforms, the second
screen can help broadcasters capture attention and keep an
audience tuned in."

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

                         http://is.gd/HBBfja

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VUZIX CORP: LC Capital Held 5.3% Equity Stake as of August 5
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, LC Capital Master Fund, Ltd., and its affiliates
disclosed that as of Aug. 5, 2013, they beneficially owned
533,333 shares of common stock of Vuzix Corporation representing
5.29 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/kmvtBU

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

Vuzix reported net income of $322,840 for the year ended Dec. 31,
2012, as compared with a net loss of $3.87 million during the
prior year.  The Company's balance sheet at March 31, 2013, showed
$3.08 million in total assets, $10.14 million in total liabilities
and a $7.05 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, 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 substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code," the Company
said in its annual report for the year ended Dec. 31, 2012.


WACHOVIA BANK 2004-C10: S&P Affirms 'BB-' Rating on Class H Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust Series 2004-C10, a U.S.
commercial mortgage-backed securities (CMBS) transaction.
Concurrently, S&P affirmed its ratings on 12 other classes from
the same transaction, of which 11 classes are pooled and one class
is a nonpooled, raked class related to the Starrett-Lehigh
Building loan that is fully defeased.

S&P's rating actions follows its analysis of the transaction,
primarily using its criteria for rating U.S. and Canadian CMBS
transactions.  S&P's analysis included a review of the credit
characteristics of all the remaining assets in the pool, the
transaction structure, and the liquidity available to the trust.

The upgrades reflect S&P's expected available credit enhancement
for these classes, which S&P believes is greater than its most
recent estimate of necessary credit enhancement for the most
recent rating levels, as well as its reviews regarding the current
and future performance of the collateral supporting the
transaction.

The affirmations of S&P's ratings on the principal and interest
certificates reflect its expectation that the available credit
enhancement for these classes will be within its estimated
necessary credit enhancement required for the current outstanding
ratings.  The affirmations also reflect S&P's review of the credit
characteristics and performance of the remaining assets, as well
as the transaction-level changes.

S&P's analysis considers the risk that some of the near-term
maturing loans in the pool may not be refinanced and may be
transferred to the special servicer upon maturity.  Excluding the
defeased and specially serviced loans, $319.9 million of the
outstanding trust balance (98.6% of the nondefeased and
nonspecially serviced loans) matures in 2013 and 2014.  Included
in S&P's concerns regarding the refinancing risk is the largest
nondefeased loan in the pool, North Riverside Park Mall
($80 million, 10.4%), which is secured by a 440,421-sq.-ft. mall
in Riverside, Ill.  The mall anchors include Carson Pirie Scott,
Conway, JCPenney, and Sears, which are not part of the collateral.
The loan matures on Feb. 11, 2014.

The affirmation of S&P's 'AA+ (sf)' rating on the raked class SL
certificates reflects its current criteria for rating U.S. CMBS
transactions backed by defeasance collateral.  S&P affirmed its
'AAA (sf)' rating on the class X-C interest-only (IO) certificates
based on its criteria for rating IO securities.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties, and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties, and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17-g7 Disclosure Reports
included in this credit rating report are available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS RAISED

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2004-C10

                   Rating
Class          To         From          Credit enhancement (%)

C              AAA (sf)   AA+ (sf)                      18.29
D              AA+ (sf)   AA- (sf)                      14.09
E              AA- (sf)   A (sf)                        12.00
F              A- (sf)    BBB+ (sf)                     9.48

RATINGS AFFIRMED

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2004-C10

Class          Rating                   Credit enhancement (%)

A-4            AAA (sf)                                  25.43
A-1A           AAA (sf)                                  25.43
B              AAA (sf)                                  20.39
G              BBB- (sf)                                  7.59
H              BB- (sf)                                  5.28
J              B+ (sf)                                   3.60
K              B (sf)                                    2.55
L              CCC+ (sf)                                 1.71
M              CCC (sf)                                  1.08
N              CCC- (sf)                                 0.45
X-C            AAA (sf)                                   N/A
SL             AA+ (sf)                                   N/A

N/A-Not applicable.


WARNER MUSIC: Amends Report on Parlophone Acquisition
-----------------------------------------------------
Warner Music Group Corp. filed a Form 8-K on July 1, 2013, related
to the completion of the Company's acquisition of the Parlophone
Label Group.

On Sept. 13, 2013, the Company amended the Form 8-K to provide the
financial statements which were not previously filed with the Form
8-K, and which are permitted to be filed by amendment no later
than 71 calendar days after the date that the Form 8-K was
required to be filed with the Securities and Exchange Commission.

The combined pro forma financial information does not reflect the
realization of any expected cost savings and other synergies from
the Acquisition as a result of restructuring activities and other
cost savings initiatives planned subsequent to the completion of
the Acquisition.  In particular, PLG has meaningful operational
overlap with the Company and, as a result, the Company currently
believes there are potential cost savings and other synergies of
approximately $70 million.

The acquired PLG entities have historically relied on other
entities formerly within EMI Music that were not acquired by the
Company as part of the Acquisition for the distribution of PLG
repertoire outside the PLG acquired territories.  Consequently,
sales of PLG repertoire outside the PLG acquired territories by
non-PLG entities are not included in the audited combined carve-
out financial statements of PLG or the combined pro forma
financials as they were realized by non-PLG entities.

A copy of the Parlophone Label Group combined carve-out financial
statements is available for free at http://is.gd/TZfwO7

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music incurred a net loss attributable to the Company of
$112 million for the fiscal year ended Sept. 30, 2012, compared
with a net loss attributable to the Company of $31 million for the
period from July 20, 2011, through Sept. 30, 2011.

The Company's balance sheet at June 30, 2013, showed $4.89 billion
in total assets, $4.09 billion in total liabilities and $794
million in total equity.

                           *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


WESTERN ENERGY: Moody's Assigns B3 Rating to $90MM Debt Add-On
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Western Energy
Services Corp's proposed $90 million senior unsecured add-on
notes. The company's B2 corporate family rating, B2-PD probability
of default rating, existing B3 senior unsecured notes rating, SGL-
3 speculative grade liquidity rating and stable ratings outlook
remain unchanged.

Assignments:

Issuer: Western Energy Services Corp.

Senior Unsecured Notes add-on, due January 30, 2019, Assigned B3
(LGD 4, 64%)

Proceeds from the $90 million issue (add-on to Western's existing
$175 million senior unsecured notes) will be used to repay $60
million of drawings under Western's $125 million revolving credit
facility and increase the company's cash position. Pro-forma for
the transaction, Western's total adjusted debt will increase to
$285 million (including $20 million of capitalized operating
leases). The company will have full access to its revolver and
cash of $40 million which provides adequate liquidity to fund
negative free cash flow in H2/13 (about $50 million in Moody's
view) before free cash flow turns positive in H1/14, influenced by
seasonal working capital trends and potentially lower capital
expenditures.

Ratings Rationale:

Western's B2 Corporate Family Rating reflects its short operating
history, small scale, and exposure to the cyclical land drilling
business and execution risks associated with its growth ambitions.
The rating also considers Western's fleet of high quality rigs,
good margins, low leverage (adjusted Debt/ EBITDA of about 2.3x),
adequate liquidity and experienced management.

The stable outlook considers the company's low leverage and
anticipated strong demand for its long reach horizontal rigs
through 2014.

The rating could be upgraded if Western can grow annual EBITDA
above C$200 million (from about C$120 million at Q2/13) and is
able to maintain adjusted debt to EBITDA below 2x.

The rating could be downgraded if Western's total debt to EBITDA
rose above 4x or if it encounters severe erosion of liquidity.

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

Western Energy Services Corp., based in Calgary, Alberta provides
land drilling services, well servicing and oilfield rental
equipment to North American Exploration and Production (E&P)
companies.


WESTERN ENERGY: S&P Affirms 'B+' Senior Unsecured Debt Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Western Energy Services Corp.'s senior unsecured notes
to '4' from '3'. A '4' recovery rating indicates S&P's expectation
of an average recovery (30%-50%) in the event of default.  At the
same time, Standard & Poor's affirmed its 'B+' issue-level rating
on the notes.

"The recovery rating revision reflects our assessment of Western's
announcement that it plans to add on C$75 million to its existing
C$175 million senior unsecured notes due 2019," said Standard &
Poor's credit analyst Aniki Saha-Yannopoulos.  Note proceeds will
repay borrowings under the company's C$125 million revolving
credit facility.  In case the add-on is increased above
C$75 million, S&P expects the recovery rating will remain at '4'.

The 'B+' long-term corporate credit rating and stable outlook on
Western are unchanged.

RATINGS LIST

Western Energy Services Corp.
Corporate credit rating           B+/Stable/--

Rating Affirmed/Recovery Rating Revised
                                   To               From
Senior unsecured debt             B+               B+
  Recovery rating                  4                3


WPCS INTERNATIONAL: Appoints New Board Member
---------------------------------------------
Mr. Harvey J. Kesner joined WPCS International Incorporated's
board of directors effective Sept. 9, 2013.  Mr. Kesner is also a
director, since November 2012, of Spherix Incorporated
(NASDAQ:SPEX).  Mr. Kesner is a practicing lawyer and a partner of
Sichenzia Ross Friedman Ference LLP, New York, and has for more
than the past five years been a practicing lawyer.  Mr. Kesner
practices corporate and securities law.

Between February 2013 and Sept. 10, 2013, Mr. Kesner served as
interim chief executive officer of Spherix Incorporated, and has
previously served as executive vice president and general counsel
of American Banknote Corporation and as a director of Zvue, Inc.
Mr. Kesner holds a B.S. in Management from the State University of
New York, Binghamton, a J.D. from American University, Washington
College of law, and an M.B.A (Finance) from American University,
Kogod College of Business.

Sebastian Giordano, interim chief executive officer, commented,
"We are excited to add a very talented leader in Harvey to our
board of directors, as Harvey brings tremendous corporate finance,
restructuring and merger experience to the table.  I am confident
that Harvey will make significant contributions to the Company in
building value for our shareholders in the future."

                     About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  The Company's
balance sheet at April 30, 2013, showed $18.1 million in total
assets, $19.1 million in total liabilities, and a stockholders'
deficit of $927,428.


YSC INC: Has Interim Use of Banks' Cash Collateral Until Sept. 27
-----------------------------------------------------------------
In a first interim order dated Sept. 11, 2013, the U.S. Bankruptcy
Court for the Western District of Washington at Seattle authorized
YSC, Inc., to use collateral of Wilshire State Bank and Whidbey
Island Bank on an interim basis until Sept. 27, 2013.

A Second Interim Hearing on Debtor's motion for authorization to
use cash collateral will commence on Sept. 27, 2013, at 9:30 a.m.
By Sept. 10, 2013, the Debtor will serve the Agreements For Use of
Cash Collateral and Adequate Protection, the Cash Collateral
Motion, this signed first interim order, and notice of the time
within which objections may be filed pursuant to Local Bankruptcy
Rule 9013(b) on Wilshire Bank, Whidbey Island Bank, any other
party which has an interest in the cash collateral, any committee
appointed pursuant to 11 U.S.C. section 1102 or its authorized
agent, the United States trustee, and creditors and equity
security holders who have served on Debtor and filed requests that
all notices be mailed to them.

A copy of the First Interim Order is available at:

         http://bankrupt.com/misc/yscinc.doc23.pdf

As reported in the TCR on Sept. 13, 2013, YSC, Inc., seeks
authority from the Bankruptcy Court to continue to use the cash
collateral securing its prepetition indebtedness in order to
continue the operation of its two hotels -- a Comfort Inn located
at 31622 Pacific Hwy S., in Federal Way, Washington, and a Ramada
Inn at 4520 Martin Way E., in Olympia, Washington.

According to the Debtor's counsel, Emily Jarvis, Esq., at Wells
and Jarvis, P.S., in Seattle, Washington, the Debtor has no
alternative borrowing source, and to remain in business it must be
permitted to use the cash proceeds, credit card and other accounts
receivable, and inventory to operate the hotels and pay employees
and operating expenses.  Absent such use, the Debtor will be
required to cease operations, Ms. Jarvis told the Court.

The Debtors will provide adequate protection for the use of cash
collateral in the following forms: Whidbey Island Bank and
Wilshire State Bank, which hold liens on the two hotels, will be
granted a first priority lien and security interest in all of the
postpetition inventory of the Ramada Inn and Comfort Inn, as
appropriate under their security and the proceeds generated
thereby.  The Debtor will also make monthly adequate protection
payments to the creditors.

Ms. Jarvis states that Wilshire appears to be fully secured on the
Comfort Inn and so the Debtor will continue making the monthly
contractual payments, which are approximately $37,000.  Ms. Jarvis
says Whidbey appears to be partially unsecured and on that basis
the Debtor proposes to seek a modification of its loan terms.  On
that basis, the Debtor proposes to make adequate protection
payments based on a 30 year amortization of the current loan
balance at 5%, for a total amount of $71,512 per month.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-bk-17946) on Aug. 30,
2013, in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.


* Merrill Lynch Can't Dodge Trusts' RMBS Buyback Suit
-----------------------------------------------------
Law360 reported that a New York state judge on Sept. 13 rebuffed
Merrill Lynch's attempt to dismiss a lawsuit accusing it of
reneging on a deal to buy back defective loans Merrill bought from
now-bankrupt ResMae Mortgage Corp. to turn into residential
mortgage-backed securities, saying Merrill is attempting to
rewrite the agreement.

According to the report, New York Supreme Court Justice Melvin L.
Schweitzer found the force of the argument's by the plaintiffs,
two trusts that hold mortgages on behalf of investors who own more
than $1 billion in securities collateralized by those loans.


* Two Banking Industry Consultants Come Under Scrutiny by New York
------------------------------------------------------------------
Ben Protess and Jessica Silver-Greenberg, writing for The New York
Times' DealBook, reported that they are known as Wall Street's
shadow regulators, and after years of guiding banks through
problems like money laundering and foreclosure abuses, their
influence has soared.  Now, regulatory scrutiny of the consulting
industry itself is intensifying.

According to the report, New York State has subpoenaed two
consulting firms as part of a broader investigation into the
industry's perceived coziness with Wall Street, according to
people briefed on the inquiry. The two firms that received the
subpoenas in recent months -- Promontory Financial Group and
PricewaterhouseCoopers -- are among the industry's biggest names.

The subpoenas by the New York Department of Financial Services
present the latest threat to the consulting industry, which is
being faulted for inadequately handling recent bank regulatory
problems, the report related.  In another sign that the industry's
clout is in jeopardy, federal regulators are rethinking their own
reliance on consultants, which are often called in to bolster
compliance procedures at banks.

The examination of the consultants stems from a concern that the
industry's business model is rife with conflicts of interest, the
report said. While consultants are supposed to provide an
objective assessment of a bank's problems, they are also
handpicked and paid by those same banks.

PricewaterhouseCoopers declined to comment on the subpoena.
Promontory also declined to address it, but a spokesman
acknowledged that the firm "from time to time receives document
requests in the form of subpoenas related to client activities,"
the report further related. The spokesman, Christopher Winans,
added, "Promontory does not disclose the nature of individual
requests or scope of inquiry."


* Fitch Says Five Years Post-Crisis, States Stable & Locals Lag
---------------------------------------------------------------
The near-term fiscal challenges facing states and municipalities
present a distinct risk, Fitch Ratings says.

In the five years after the Great Recession, most states and
municipalities have seen pronounced drops in revenue followed by a
slow growth trend that, in conjunction with budget austerity, has
improved financial stability. Many states expect to see lower tax
revenue growth in the future than they did in 2013, the impact of
federal healthcare reform on state budgets is uncertain, and a few
states are pressured by increased funding demands from their state
employee pension plans. Pressures for localities are heavier on
labor costs.

Before the recession, state and local governments both benefitted
from a period of sustained strong tax revenues and overall
economic growth. The recession struck states more immediately, as
their revenue structures depend heavily on income and sales taxes.
The impact on local governments was less dramatic since they
usually rely to a moderate to large extent on property taxes. The
gap between property assessments and the collection of revenue
therefore allowed for fairly stable revenue for an extra couple of
years despite a sometimes-dramatic decline in home prices. Various
protections kept property tax declines moderate even when reduced
assessments were phased in. Those local governments reliant on
more economically sensitive revenue or state aid were more
immediately affected.

States began their recoveries sooner and implemented austerity
plans while also benefitting from significant federal stimulus
funds in the first years after the downturn. State revenues have
been growing since 2010 and this year many saw a bump in income
tax revenue motivated by acceleration of income into 2012 to avoid
next year's federal tax increases. Many are using these one-time
funds to further rebuild financial cushions. The labor-intensive
nature of local governments means salary and benefit growth will
be a pressure even as tax revenues recover.

Today, both states and localities are growing moderately.
Generally, revenues are recovering along with the tepid economic
recovery. Reserves for both are, in aggregate, stable or growing.
The risks facing both are distinctly different.

There are a few common areas of uncertainty in state budgets for
the current year, although Fitch thinks the magnitude of the
related risks is manageable. Taxpayer acceleration of income into
2012 to lower exposure to federal tax increases makes forecasting
for current-year revenues challenging, as it is expected to dampen
collections in the 2013 tax year. In addition, regardless of their
decisions on Medicaid expansion, all states face some uncertainty
around the costs associated with federal healthcare reforms.
Increasing pension funding demands are a significant budget
challenge for a few states including Illinois, Kentucky, New
Jersey, and Pennsylvania.

Most of the localities are facing labor and pension challenges.
Many have not raised salaries for multiple years and are seeing
continued increases in pension funding requirements. By and large,
reserves remain strong despite some erosion. We expect all but a
few to be able to maintain or regain the ability to produce
balanced budgets.


* Moody's Expects Earnings Slump for US Beef Processors
-------------------------------------------------------
The current challenging operating environment for US beef
processors is likely to continue for at least the next two years,
while Brazil's strong cycle may have peaked, Moody's Investors
Service says in a new report, "US Beef Industry Is Facing
Deepening Slump as Brazil Peaks." The performance of the world's
two largest beef-processing industries will differ markedly
through next year.

"US beef processors currently face challenges from high cattle
prices, lower volumes and volatile feed prices," says Vice
President -- Senior Credit Officer, Brian Weddington.
"Consequently, we expect their earnings performance in 2013 and
2014 to be the worst in a decade."

By contrast, Brazilian beef producers are benefitting from an
abundant supply of cattle, which has kept cattle prices down and
seen processors' profits go up. But there are signs that the
favorable conditions may have peaked. "While Brazilian processors
should remain profitable, their EBITA margins could deteriorate
next year due partly to higher costs related to recent capacity
expansion and to expectations of no further decreases in cattle
prices," says Associate Managing Director, Marianna Waltz.

Brazilian cattle ranchers enjoy structural competitive advantages
over their US counterparts, Moody's says. Their herds are grass-
fed, for example, which along with abundant land for grazing
translates into lower, less volatile costs and supports stable
production. In contrast, the US industry's dependence on more
expensive and volatile feed inputs, such as corn and soybeans, in
addition to higher land costs, contributes to a less stable supply
of cattle.

Among companies, Brazilian pure beef players such as Minerva S.A.,
which have benefited the most in the current favorable
environment, could be hurt when the cycle turns. More diversified
protein companies, such as JBS S.A. and Tyson Foods, Inc., likely
will continue to see profit declines in their US beef businesses,
but these will be compensated for by stronger earnings from other
proteins and markets.

Near-term relief for US producers is unlikely, Weddington says,
since they currently have few options for improving their
profitability. They remain reluctant to incur the high costs of
temporary plant shutdowns in order to reduce capacity, and there
is little room to raise prices for beef without hurting demand.


* Calling Wife an 'Escort' Backfires on Former Husband
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that saying a bankrupt wife worked as an escort didn't
generate her former husband any sympathy from two federal judges.
Indeed, the strategy backfired, costing him $7,200.

According to the report, after divorce, a wife filed for
bankruptcy.  The husband tried to use the bankruptcy court to set
aside a marital settlement in which he gave her title to a home
sold for $225,000.  The husband claimed he was defrauded because
he didn't know the wife was working part time as an escort.  The
husband contended he gave her the house believing she had no
employment and no income.

The report notes that the argument didn't gain any traction from
either U.S. Bankruptcy Judge Alan S. Trust or U.S. District Judge
Pamela K. Chen, both in Central Islip, Long Island.  Trust imposed
$7,200 in sanctions on the husband, and Judge Chen upheld the
award last week.  The evidence showed the husband knew she was
working as an escort to supplement family income otherwise
insufficient to pay the mortgage on the home.  By claiming he
didn't know the nature of the wife's employment, Judge Chen said
the "only reason" for the husband to make the allegations in
bankruptcy court was "to harass and humiliate" the bankrupt former
wife.

The report relates that Judge Chen said the "only apparent
purpose" for litigation brought by the husband in bankruptcy court
was "to embarrass and saddle the already bankrupt debtor with
burdensome and unnecessary costs."  Judge Chen said Judge Trust
therefore didn't abuse his discretion in awarding the wife $7,200
in damages for frivolous litigation.

The case "shows that the courts won't tolerate people using the
bankruptcy system to air their dirty laundry," the wife's
attorney, Heath Berger, said in an interview.

The report discloses that the husband said in an interview that
the federal judges were wrong because he still has a suit pending
in state court alleging there was fraud.

The case is M.B v. K.B., 12-cv-05090, U.S. District Court, Eastern
District of New York (Central Islip).


* Restitution Can Be Collected From Estate Property
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the government can enforce a criminal restitution
judgment against property of an individual's bankrupt estate,
according to U.S. District Judge S. Thomas Anderson in Memphis,
Tennessee.

According to the report, the ruling is on appeal.  A person
pleaded guilty to wire fraud and mail fraud and, on top of getting
eight years in prison, was directed to pay almost $300,000 in
criminal restitution.  After serving his sentence, the individual
filed for bankruptcy.  The bankruptcy judge said the government
could collect the restitution judgment from the bankrupt's own
property, not from property belonging to the estate.

The report notes that Judge Anderson reversed in June.  He relied
on Section 3613 of the federal criminal code, which says,
"notwithstanding any other federal law, judgment imposing
[restitution] may be enforced against all property or rights to
property of the person" ordered to pay restitution.  The
bankruptcy judge focused on the last part of the statute, to rule
that the government couldn't collect against estate property.

The report discloses that Judge Anderson focused on the first
part: "notwithstanding any other federal law."  He said the
opening language was intended to completely eliminate the
Bankruptcy Code's distinction between individual and estate
property.  The bankrupt individual appealed and filed his brief
last week in the U.S. Court of Appeals in Cincinnati.

The case is U.S. v. Robinson, 12-3064, U.S. District Court,
Western District of Tennessee (Memphis).


* Johnny White to Join Wolf Rifkin Shapiro's Los Angeles Office
---------------------------------------------------------------
Los Angeles, Las Vegas, and Reno based law firm, Wolf Rifkin
Shapiro Schulman & Rabkin, LLP (WRSS&R), welcomes the highly
experienced litigation attorney Johnny White to their Los Angeles
office.  Mr. White's extensive experience in state and federal
court across a variety of substantive areas, particularly as a
bankruptcy and insolvency litigator, is expected to be a major
asset to the firm.

Working for commercial law firms for more than five years,
Mr. White has successfully represented clients nationwide.  As a
member of the bar of California, New York, and Ireland, he works
primarily in business and commercial litigation matters, including
breach of contract, Chapter 11 bankruptcy, preference and
fraudulent transfer litigation, provisional remedies and
enforcement of judgments.

"Backed by substantial experience as a bankruptcy and insolvency
litigator, Johnny White will be an important asset to our team in
Los Angeles," says Michael Wolf, WRSS&R, LLP.  "Johnny's past
achievements and diverse professional experiences combined with
our commitment to providing the highest quality representation
presents an opportunity for excellent client service and market
growth."

Mr. White received his Master of Laws from New York University
School of Law, his Barrister-at-Law Degree from The King's Inns in
Dublin, Ireland, his Bachelor of Civil Law from University College
Dublin, and his Diploma in French Law from Universite Pantheon-
Assas in Paris, France.

"I am very excited about joining WRSS&R's dynamic and leading-edge
litigation team, and I am looking forward to growing my practice
as a complementary part of that team," says Mr. White.

                           About WRSS&R

Comprised of a team of over 40 attorneys, WRSS&R --
http://www.wrslawyers.com-- specializes in all areas of law.
Offering top quality legal expertise at reasonable costs, WRSS&R
has garnered a national reputation as a leading law firm.  Their
offices are located in Los Angeles, Las Vegas, Reno and
Birmingham, Alabama.


* Troutman Sanders Adds Ex-Rutan & Tucker Insolvency Pro
--------------------------------------------------------
Troutman Sanders LLP announced on Sept. 9 that Penelope Parmes has
joined the firm's Orange County, California office as a partner in
its bankruptcy practice.

Parmes, who was a partner at Rutan & Tucker LLP, practices
business insolvency law, with a particular focus on representing
non-debtors in workouts and bankruptcy matters. Her clients
include secured creditors, landlords, buyers and sellers, trade
creditors, and other parties affected by financial insolvency.

"We are very pleased to add Penelope to our bankruptcy team," said
William Withrow, Chair of Troutman Sanders' Business Litigation
Department. "Her experience dealing with issues arising out of
debtor-creditor relationships will be an asset not only to our
bankruptcy practice, but to our real estate and financial
institutions practices as well."

A substantial portion of Parmes' practice includes the
representation of lenders regarding adequate protection and cash
collateral litigation, valuation issues, avoiding actions and plan
confirmation litigation. Parmes also handles local, regional and
national matters in bankruptcy cases of all sizes.

"Penelope has an excellent reputation in the market because of her
demonstrated ability to solve complex problems," said Bob Pozin,
Managing Partner of Troutman Sanders' Orange County office. "Her
significant experience in several areas, including buying assets
out of bankruptcy and representing institutional lenders in
workouts, receiverships and other enforcement actions, will be of
great value to our practice here in California, as well as
nationally."

"I am very excited to join Troutman Sanders," said Parmes. "The
firm's national reach, substantial bankruptcy and workout practice
and deep experience in the financial institutions industry provide
a great platform for my practice."

Parmes is a former president of both the California and Los
Angeles bankruptcy bar associations. She is also a certified
mediator for the Bankruptcy Court of the Central District of
California.

Parmes earned a J.D. from San Francisco Law School and attended
the University of Denver.  She is admitted to practice in
California.

Ms. Parmes may be reached at:

         Penelope Parmes, Esq.
         5 Park Plaza, Suite 1400
         Irvine, CA 92614-2545
         Tel: 949-622-2714
         Fax: 949-622-2739
         E-mail: penelope.parmes@troutmansanders.com

                      About Troutman Sanders

Troutman Sanders LLP is an international law firm with more than
600 lawyers and offices located throughout the United States and
China. Founded in 1897, the firm's lawyers provide counsel and
advice in practically every aspect of civil and commercial law
related to the firm's core practice areas: Corporate Law, Energy
and Industry Regulation, Finance, Litigation and Real Estate. Firm
clients range from multinational corporations to individual
entrepreneurs, federal and state agencies to foreign governments,
and non-profit organizations to businesses representing virtually
every sector and industry. See troutmansanders.com for more
information.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company          Ticker          ($MM)      ($MM)      ($MM)
  -------          ------        ------   --------    -------
ABSOLUTE SOFTWRE   ALSWF US       126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   ABT CN         126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   OU1 GR         126.4      (13.6)     (13.3)
ADVANCED EMISSIO   ADES US         87.0      (42.3)     (18.0)
ADVANCED EMISSIO   OXQ1 GR         87.0      (42.3)     (18.0)
ADVENT SOFTWARE    AXQ GR         824.6     (114.8)    (202.7)
ADVENT SOFTWARE    ADVS US        824.6     (114.8)    (202.7)
AIR CANADA-CL A    AIDIF US     9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL A    AC/A CN      9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    AIDEF US     9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    AC/B CN      9,238.0   (3,470.0)    (452.0)
AK STEEL HLDG      AKS* MM      3,772.7     (181.0)     473.3
AK STEEL HLDG      AKS US       3,772.7     (181.0)     473.3
ALLIANCE HEALTHC   AIQ US         528.2     (131.1)      64.8
AMC NETWORKS-A     AMCX US      2,460.3     (680.1)     735.0
AMC NETWORKS-A     9AC GR       2,460.3     (680.1)     735.0
AMER AXLE & MFG    AYA GR       3,008.7     (101.6)     345.2
AMER AXLE & MFG    AXL US       3,008.7     (101.6)     345.2
AMR CORP           AAMRQ* MM   26,216.0   (8,216.0)  (1,034.0)
AMR CORP           AAMRQ US    26,216.0   (8,216.0)  (1,034.0)
AMYLIN PHARMACEU   AMLN US      1,998.7      (42.4)     263.0
ANGIE'S LIST INC   ANGI US        111.8      (11.9)      (9.4)
ANGIE'S LIST INC   8AL GR         111.8      (11.9)      (9.4)
ANGIE'S LIST INC   8AL TH         111.8      (11.9)      (9.4)
ARRAY BIOPHARMA    ARRY US        136.0      (21.9)      70.7
ARRAY BIOPHARMA    AR2 GR         136.0      (21.9)      70.7
ARRAY BIOPHARMA    AR2 TH         136.0      (21.9)      70.7
AUTOZONE INC       AZ5 TH       6,783.0   (1,532.3)    (657.7)
AUTOZONE INC       AZ5 GR       6,783.0   (1,532.3)    (657.7)
AUTOZONE INC       AZO US       6,783.0   (1,532.3)    (657.7)
BERRY PLASTICS G   BP0 GR       5,045.0     (251.0)     550.0
BERRY PLASTICS G   BERY US      5,045.0     (251.0)     550.0
BIOCRYST PHARM     BCRX US         39.9       (9.0)      21.6
BIOCRYST PHARM     BO1 TH          39.9       (9.0)      21.6
BIOCRYST PHARM     BO1 GR          39.9       (9.0)      21.6
BOSTON PIZZA R-U   BPF-U CN       156.7     (108.0)      (4.2)
BROOKLINE BANCRP   BRKL US      5,150.5       (8.5)       -
BROOKLINE BANCRP   BB3 GR       5,150.5       (8.5)       -
BRP INC/CA-SUB V   BRPIF US     1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   DOO CN       1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   B15A GR      1,768.0     (496.6)     (21.8)
BUILDERS FIRSTSO   B1F GR         505.5       (8.5)     188.3
BUILDERS FIRSTSO   BLDR US        505.5       (8.5)     188.3
CABLEVISION SY-A   CVY GR       7,588.1   (5,565.5)     (14.0)
CABLEVISION SY-A   CVC US       7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI   CZR US      26,844.8     (738.1)     833.8
CAESARS ENTERTAI   C08 GR      26,844.8     (738.1)     833.8
CALLIDUS SOFTWAR   CSQ GR         123.1       (2.2)       2.8
CALLIDUS SOFTWAR   CALD US        123.1       (2.2)       2.8
CAPMARK FINANCIA   CPMK US     20,085.1     (933.1)       -
CC MEDIA-A         CCMO US     15,296.5   (8,289.2)   1,259.4
CENTENNIAL COMM    CYCL US      1,480.9     (925.9)     (52.1)
CHOICE HOTELS      CZH GR         562.7     (520.0)      75.1
CHOICE HOTELS      CHH US         562.7     (520.0)      75.1
CIENA CORP         CIEN TE      1,727.4      (83.2)     763.4
CIENA CORP         CIE1 GR      1,727.4      (83.2)     763.4
CIENA CORP         CIE1 TH      1,727.4      (83.2)     763.4
CIENA CORP         CIEN US      1,727.4      (83.2)     763.4
DELTA AIR LI       DAL US      45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI       DAL* MM     45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI       OYC GR      45,772.0   (1,184.0)  (5,880.0)
DENDREON CORP      DNDN US        576.9     (100.5)     246.8
DEX MEDIA INC      DXM US       3,701.0       (6.0)     361.0
DIAMOND RESORTS    DRII US      1,073.5      (81.3)     682.4
DIAMOND RESORTS    D0M GR       1,073.5      (81.3)     682.4
DIRECTV            DIG1 GR     20,921.0   (5,688.0)     (81.0)
DIRECTV            DTV CI      20,921.0   (5,688.0)     (81.0)
DIRECTV            DTV US      20,921.0   (5,688.0)     (81.0)
DOMINO'S PIZZA     EZV GR         468.8   (1,328.8)      73.7
DOMINO'S PIZZA     EZV TH         468.8   (1,328.8)      73.7
DOMINO'S PIZZA     DPZ US         468.8   (1,328.8)      73.7
DUN & BRADSTREET   DB5 TH       1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET   DNB US       1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET   DB5 GR       1,838.5   (1,188.4)    (174.3)
DYAX CORP          DY8 GR          70.7      (37.0)      43.0
DYAX CORP          DYAX US         70.7      (37.0)      43.0
EVERYWARE GLOBAL   EVRY US        340.7      (53.6)     134.8
FAIRPOINT COMMUN   FRP US       1,606.4     (400.5)      19.6
FERRELLGAS-LP      FEG GR       1,440.6      (29.0)       9.9
FERRELLGAS-LP      FGP US       1,440.6      (29.0)       9.9
FIFTH & PACIFIC    LIZ GR         846.2     (213.7)     (64.6)
FIFTH & PACIFIC    FNP US         846.2     (213.7)     (64.6)
FOREST OIL CORP    FST US       1,913.7      (67.4)    (129.4)
FOREST OIL CORP    FOL GR       1,913.7      (67.4)    (129.4)
FREESCALE SEMICO   1FS GR       3,129.0   (4,583.0)   1,235.0
FREESCALE SEMICO   FSL US       3,129.0   (4,583.0)   1,235.0
GENCORP INC        GY US        1,411.1     (366.9)      27.9
GENCORP INC        GCY GR       1,411.1     (366.9)      27.9
GENCORP INC        GCY TH       1,411.1     (366.9)      27.9
GLG PARTNERS INC   GLG US         400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US       400.0     (285.6)     156.9
GLOBAL BRASS & C   6GB GR         576.5      (37.0)     286.9
GLOBAL BRASS & C   BRSS US        576.5      (37.0)     286.9
GOLD RESERVE INC   GDRZF US        78.3      (25.8)      56.9
GOLD RESERVE INC   GRZ CN          78.3      (25.8)      56.9
GRAHAM PACKAGING   GRM US       2,947.5     (520.8)     298.5
HALOGEN SOFTWARE   HGN CN          22.8      (46.2)      (9.4)
HCA HOLDINGS INC   2BH GR      27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   HCA US      27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   2BH TH      27,934.0   (7,485.0)   1,771.0
HD SUPPLY HOLDIN   HDS US       6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN   5HD GR       6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A    HOV US       1,664.1     (467.2)     950.2
HOVNANIAN ENT-A    HO3 GR       1,664.1     (467.2)     950.2
HUGHES TELEMATIC   HUTC US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US       110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   IMNP TQ          1.0      (16.2)      (8.9)
INCONTACT INC      DKF GR           -        (86.5)       -
INCONTACT INC      SAAS US          -        (86.5)       -
INCYTE CORP        ICY GR         334.2      (27.8)     210.4
INCYTE CORP        ICY TH         334.2      (27.8)     210.4
INCYTE CORP        INCY US        334.2      (27.8)     210.4
INFOR US INC       LWSN US      6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI   NPR1 GR         22.2      (63.5)     (70.0)
INSYS THERAPEUTI   INSY US         22.2      (63.5)     (70.0)
IPCS INC           IPCS US        559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US        124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN        1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   1JE GR       1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   JE US        1,505.7     (215.4)     (97.4)
L BRANDS INC       LTD US       6,072.0     (861.0)     613.0
L BRANDS INC       LTD GR       6,072.0     (861.0)     613.0
L BRANDS INC       LTD TH       6,072.0     (861.0)     613.0
LIN MEDIA LLC      LIN US       1,221.8      (63.5)     (97.2)
LIN MEDIA LLC      L2M GR       1,221.8      (63.5)     (97.2)
LIPOCINE INC       LPCN US          0.0       (0.0)      (0.0)
LORILLARD INC      LLV GR       3,335.0   (1,855.0)   1,587.0
LORILLARD INC      LO US        3,335.0   (1,855.0)   1,587.0
LORILLARD INC      LLV TH       3,335.0   (1,855.0)   1,587.0
MANNKIND CORP      NNF1 TH        212.4     (152.4)    (234.6)
MANNKIND CORP      NNF1 GR        212.4     (152.4)    (234.6)
MANNKIND CORP      MNKD US        212.4     (152.4)    (234.6)
MARRIOTT INTL-A    MAQ GR       6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A    MAR US       6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A    MAQ TH       6,377.0   (1,493.0)  (1,063.0)
MARRONE BIO INNO   MBII US         17.8      (45.1)     (21.6)
MDC PARTNERS-A     MDZ/A CN     1,389.4      (16.6)    (204.5)
MDC PARTNERS-A     MDCA US      1,389.4      (16.6)    (204.5)
MDC PARTNERS-A     MD7A GR      1,389.4      (16.6)    (204.5)
MEDIA GENERAL-A    MEG US         739.6     (206.4)      30.6
MERITOR INC        MTOR US      2,477.0   (1,059.0)     278.0
MERITOR INC        AID1 GR      2,477.0   (1,059.0)     278.0
MERRIMACK PHARMA   MACK US        107.3      (58.3)      28.2
MONEYGRAM INTERN   MGI US       5,075.8     (148.2)      30.1
MORGANS HOTEL GR   M1U GR         580.7     (163.7)       9.9
MORGANS HOTEL GR   MHGC US        580.7     (163.7)       9.9
MPG OFFICE TRUST   MPG US       1,280.0     (437.3)       -
NANOSTRING TECHN   NSTG US         30.5       (2.0)      10.9
NATIONAL CINEMED   NCMI US        952.5     (224.6)     128.8
NATIONAL CINEMED   XWM GR         952.5     (224.6)     128.8
NAVISTAR INTL      NAV US       8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR GR       8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR TH       8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   ITH GR         412.8      (40.5)     144.1
NEKTAR THERAPEUT   NKTR US        412.8      (40.5)     144.1
NET ELEMENT INTE   NETE US         23.9       (7.2)       0.5
NYMOX PHARMACEUT   NY2 GR           1.8       (7.4)      (1.9)
NYMOX PHARMACEUT   NYMX US          1.8       (7.4)      (1.9)
NYMOX PHARMACEUT   NY2 TH           1.8       (7.4)      (1.9)
OMEROS CORP        OMER US         23.1      (12.3)      10.4
OMTHERA PHARMACE   OMTH US         18.3       (8.5)     (12.0)
PALM INC           PALM US      1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDL GR         401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDL TH         401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDLI US        401.4       (1.3)      46.7
PHILIP MORRIS IN   PM US       37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   4I1 GR      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1EUR EU   37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PMI SW      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1CHF EU   37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1 TE      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM FP       37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   4I1 TH      37,140.0   (3,929.0)   2,049.0
PHILIP MRS-BDR     PHMO34 BZ   37,140.0   (3,929.0)   2,049.0
PLAYBOY ENTERP-A   PLA/A US       165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US         165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US      1,102.0      (70.2)     194.4
PLY GEM HOLDINGS   PG6 GR       1,102.0      (70.2)     194.4
PROTECTION ONE     PONE US        562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US        474.4      (42.0)      99.0
QUINTILES TRANSN   QTS GR       2,426.7   (1,322.3)     217.5
QUINTILES TRANSN   Q US         2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A   RETA GR      2,608.4     (697.9)     (21.2)
REGAL ENTERTAI-A   RGC* MM      2,608.4     (697.9)     (21.2)
REGAL ENTERTAI-A   RGC US       2,608.4     (697.9)     (21.2)
RENAISSANCE LEA    RLRN US         57.0      (28.2)     (31.4)
RENTPATH INC       PRM US         208.0      (91.7)       3.6
REVLON INC-A       RVL1 GR      1,269.7     (632.4)     180.6
REVLON INC-A       REV US       1,269.7     (632.4)     180.6
RITE AID CORP      RAD US       6,945.4   (2,357.5)   1,822.5
RURAL/METRO CORP   RURL US        303.7      (92.1)      72.4
SALLY BEAUTY HOL   S7V GR       1,925.8     (294.4)     503.5
SALLY BEAUTY HOL   SBH US       1,925.8     (294.4)     503.5
SILVER SPRING NE   SSNI US        506.9      (86.7)      69.5
SILVER SPRING NE   9SI GR         506.9      (86.7)      69.5
SILVER SPRING NE   9SI TH         506.9      (86.7)      69.5
SUNESIS PHARMAC    RYIN GR         50.6       (5.8)      15.3
SUNESIS PHARMAC    SNSS US         50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN TH         50.6       (5.8)      15.3
SUNGAME CORP       SGMZ US          0.2       (2.0)      (2.0)
SUPERVALU INC      SJ1 TH       4,691.0   (1,084.0)       2.0
SUPERVALU INC      SVU US       4,691.0   (1,084.0)       2.0
SUPERVALU INC      SVU* MM      4,691.0   (1,084.0)       2.0
SUPERVALU INC      SJ1 GR       4,691.0   (1,084.0)       2.0
TAUBMAN CENTERS    TU8 GR       3,369.8     (191.4)       -
TAUBMAN CENTERS    TCO US       3,369.8     (191.4)       -
THRESHOLD PHARMA   NZW1 GR        104.5      (25.2)      80.0
THRESHOLD PHARMA   THLD US        104.5      (25.2)      80.0
TOWN SPORTS INTE   T3D GR         414.5      (43.7)     (14.3)
TOWN SPORTS INTE   CLUB US        414.5      (43.7)     (14.3)
TROVAGENE INC-U    TROVU US         9.6       (2.5)       7.1
ULTRA PETROLEUM    UPL US       2,062.9     (441.1)    (266.6)
ULTRA PETROLEUM    UPM GR       2,062.9     (441.1)    (266.6)
UNISYS CORP        USY1 TH      2,275.8   (1,536.0)     412.2
UNISYS CORP        UISCHF EU    2,275.8   (1,536.0)     412.2
UNISYS CORP        UIS1 SW      2,275.8   (1,536.0)     412.2
UNISYS CORP        UISEUR EU    2,275.8   (1,536.0)     412.2
UNISYS CORP        UIS US       2,275.8   (1,536.0)     412.2
UNISYS CORP        USY1 GR      2,275.8   (1,536.0)     412.2
VECTOR GROUP LTD   VGR US       1,069.5     (129.5)     384.8
VECTOR GROUP LTD   VGR GR       1,069.5     (129.5)     384.8
VENOCO INC         VQ US          695.2     (258.7)     (39.2)
VERISIGN INC       VRS TH       2,524.8     (273.9)     312.7
VERISIGN INC       VRS GR       2,524.8     (273.9)     312.7
VERISIGN INC       VRSN US      2,524.8     (273.9)     312.7
VIRGIN MOBILE-A    VM US          307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US        334.7       (3.4)     113.5
WEIGHT WATCHERS    WW6 GR       1,310.8   (1,561.1)     (84.7)
WEIGHT WATCHERS    WTW US       1,310.8   (1,561.1)     (84.7)
WEST CORP          WT2 GR       3,462.1     (819.5)     338.0
WEST CORP          WSTC US      3,462.1     (819.5)     338.0
WESTMORELAND COA   WLB US         933.6     (281.6)     (11.1)
XERIUM TECHNOLOG   XRM US         600.8      (35.1)     123.8
XOMA CORP          XOMA TH         76.9      (16.9)      46.5
XOMA CORP          XOMA GR         76.9      (16.9)      46.5
XOMA CORP          XOMA US         76.9      (16.9)      46.5
YRC WORLDWIDE IN   YRCW US      2,172.5     (641.5)     105.5
YRC WORLDWIDE IN   YEL1 GR      2,172.5     (641.5)     105.5




                            *********

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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